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The 1958 drama starring Paul Newman and Joanne Woodward in what would be the first of many films they made together. It also stars Orson Welles' fake nose.

Ben Quick (Newman) is a handsome and confident young man with ambitions to rise above his current condition in life. Unfortunately, he comes from a family with a..."reputation"...that leads the people of his hometown to accuse him of barn-burning (a revenge tactic that was common in the 1950's South, and a good way to get yourself lynched). Ben does not deny or confirm the townspeople's accusations, but he agrees to leave when they cannot find enough proof to convict him. He becomes a drifter, wandering the humid environment of Mississippi just as the Summer starts. After weeks of travel, he hitches a ride with two women driving into the nearby town of Frenchman's Bend: Clara Varner and her sister-in-law, Eula. The latter is a gorgeous Southern Belle with a flirtatious and easy-going nature, freely chatting with Ben about everything under the sun. The former, Clara (Woodward), is serious and seems totally immune to Ben's charm. She cooly dumps him in the middle of town and drives off, content to never see him again.

But we all know the chances of that happening...

As Ben soon finds out, the entire town is practically owned by Will Varner (Welles), Clara's father. Will takes an instant liking to Ben, who refuses to kowtow to the wealthy landowner. Will sees in Ben a younger version of himself, with his ruthless ambition and easy confidence, something sorely lacking in his only son, Jody.

Will is also disappointed by his daughter Clara, who works as a local schoolteacher and is still single. Her only prospect is a local blue-blood named Alan...who is also a complete Momma's Boy. Determined to rejuvenate his family line with some stronger blood, Will comes up with a plan: to marry Clara and Ben before the Summer is over. Ben is game after Will offers him loads of cash.

Clara, on the other hand, is not happy with the arrangement.

Based on a compilation of stories by William Faulkner, particularly "The Hamlet", the film became a hit thanks to its well-written, sultry dialogue and the romantic chemistry of the two leads, Newman and Woodward. They married soon after filming was completed. Directed by Martin Ritt, the film was successful and established Newman and Woodward as competent well as pushing Newman into sex-symbol territory.

Was remade twice for television, in 1965 and again in 1985, with the latter receiving two Emmy nominations.

This film contains examples of:

  • Arranged Marriage: Will tries to do this with Clara. Though he makes it clear that while she doesn't have to marry Ben if she doesn't want to, she does have to marry somebody.
  • Belligerent Sexual Tension: Clara can't stand Ben at first and insults him freely, but the temptation to just give in is definitely there.
  • Big Fancy House: The Varners live in the biggest house in town.
  • Break the Haughty: Ben sees this as his challenge with Clara. The trope gets turned on him later, though.
  • Burning Building Rescue: Will is so moved by Jody's love for him after he rescues him from the barn that he doesn't much care that it was Jody who locked him in there and set the barn on fire in the first place.
  • Deadpan Snarker: Clara and Ben compete for first prize on this one.
  • Defrosting Ice Queen
  • Dreadful Musician: Clara's friend Agnes sucks at singing. So, so much...
  • Female Gaze: At a time when the male gaze was so rampant in film, the scene on the balcony was a terrific reversal.
  • Getting Crap Past the Radar: A good 50% of the dialogue is about sex, but the lines are so masterfully written that they were able to get past the censors without difficulty.

  Ben: Yes, sir, they're gonna say, 'There goes that poor old Clara Varner whose father married her off to a dirt-scratching, shiftless, no-good farmer who just happened by.' Well, let them talk, but I'll tell you one thing, you're gonna wake up in the morning smiling.


 Will Varner: You and Jody and Jody's kids and yours and their kids, my descendants, sister, a line, a long line with my face stamped on 'em, my blood flowing in their veins.

Clara: All of that from the two of us?

  • Jerk with a Heart of Gold: Ben isn't so much a jerk as he is ambitious, and he sees Clara as his means of rising above his station in life. He eventually realizes what backward thinking this is.
  • Kuudere: Clara comes off as a genuine Ice Queen to most everyone, Ben in particular, but she insists that the children of the town be educated and is much more relaxed around her friend and Alan. She even admits as much to Ben during the picnic scene.

 Clara: You may not know it, but I've got quite a lot to give. I've got things I have been been saving up my whole life, things like love and understanding and jokes and good times and good cooking. I'm prepared to be the Queen of Sheba for some lucky man or at the very least the best wife that any man could hope for. Now that's my human history, and it's not going to be bought and sold and it's certainly not going to be given away to any passing stranger!

  • Large Ham: Hoo boy, Orson Welles. His southern drawl and fake nose alone was enough to Chew the Scenery to shreds.
  • Loners Are Freaks: Why everyone assumes that Ben is a barn burner. See also Malicious Slander.
  • Marry for Love: Clara expresses her desire for this.
  • Miss Kitty: Minnie, Will's mistress.
  • Money, Dear Boy: Orson Welles only agreed to do the film so that he could fund his independent projects. Ritt had to badger him constantly to keep him from phoning in his performance.
  • Nice to the Waiter: This is the Deep South in the 1950's, so it's not hard to believe that the Varners have black servants working for them. However, Will never talks down to Lucius, the butler, and even laughs with him. Ben is likewise amiable with the help.
  • Pyromaniac: Ben is accused of being a "barn burner." A Southern term and phenomenon, it means someone who will exact revenge for a real or perceived injustice or slight by setting fire to his antagonist's barn, or other outbuilding if the barn isn't accessible.
  • Screw the Rules, I Have Money: Will is used to getting his way just by flashing some green. This tactic works on Ben--at first.
  • Shirtless Scene
  • Slap Slap Kiss: Clara slaps Ben after his first attempt. His second is more successful.
  • Small Name, Big Ego: Orson Welles was already world-renown for this by the time filming started. There's a story that while working, director Martin Ritt got so fed up with Welles' prima-donnaism that he drove Welles into the middle of a swamp, kicked him out of the car and forced him to find his own way back. They got along famously after that.
  • Torches and Pitchforks: When the Varner barn catches on fire, some of the men in town come after Ben due to his reputation.
  • Troubled but Cute: Ben's family history is definitely a personal issue with him, but damn if he wasn't good-looking enough to make up for it!
  • Will They or Won't They?
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