Running Away with Me:
An Interview with Charles Burnett
By Frank Falisi

Among the most devastating images in American movies shows a couple slow dancing to Dinah Washington’s “This Bitter Earth.” Over the course of a single medium full shot, the man and woman spin slowly to the song, which plays almost in full. As Dinah’s voice breaks and boldens, rebuilds to the song’s plainspoken ascendance—“But while a voice within me cries/ I’m sure someone may answer my call/ And this bitter earth may not be so bitter after all”—the woman pulls the man closer, lays her head on his shoulder, kneads his bare torso. She lays her forehead on his chin. It seems as if she is trying to breach the barrier of their skin. He remains removed, staring off. And then the song ends. He leaves the frame. She crumbles, then turns toward the window behind her, its shock of white light unmoved by her pain.

It’s a testament to the Los Angeles–based filmmaker Charles Burnett that this scene from Killer of Sheep (1978) doesn’t overwhelm the rest of the film. It articulates in almost spiritual miniature how working-class Black life in Watts, LA, is suffused with pain and longing, how crushing disconnection stems from the mere (im)possibility of making a living. But Burnett’s portraiture, like his mutually crumbling couple, remains in motion. It is never subsumed in suffering, so long as connection and music remain possible. The fugitive joys of Killer of Sheep’s characters emanate, as they so often do, from the collision of art and the body. A dancing woman clings to her lover’s chest, and a boy leaps between building tops. A voice within me cries: ascendence remains not only plausible, but essential.

It is perhaps too easy to focus on the ways Burnett’s career has been frustrated by Hollywood’s commonplace racism and the free market’s crass dismissal of genuinely turbulent art; if his larger, starrier projects To Sleep with Anger (1990) and The Glass Shield (1994) have garnered justified reappreciation in more recent years, contemporaneous criticism often willed itself to miss their aesthetic and political points. Meanwhile, Killer of Sheep, My Brother’s Wedding (1983), and The Annihilation of Fish (1999) all had their original wide releases frustrated for one reason or another. But as with Orson Welles, Elaine May, or any number of frequently frustrated chroniclers of American absurdity and joy, insisting on the “lost” narrative too-often ignores the treasures in plain sight, if between the lines. For Burnett, it risks ignoring a run of sensitive and literary TV-film-for-hire work produced—inscrutably—mostly on Disney and Oprah’s dime, begun with Nightjohn (1996) and continued through pieces like Oprah Winfrey Presents: The Wedding (1998); Selma, Lord, Selma (1999); and Finding Buck McHenry (2000). The latter stars a magisterial Ossie Davis in an honest-to-goodness children’s film that pulls no punches about the realities of Black struggle and joy, forces that can be as evident in a Disney Channel original as they might be in a 16mm neorealism-inspired student film made 22 years prior.

Much of this late-nineties TV-movie work comes from another author’s screenplay. Asked by Terrence Rafferty about this fact in a 2001 interview, Burnett quipped: “I’d love to do my own films, but it takes so long [and] you have to pay the rent.” His deeply felt romantic comedy The Annihilation of Fish—finally given a proper release and restoration in early 2025 courtesy of Milestone Films—also emerged from another writer’s pen, the novelist Anthony Winkler. Like Selma, Lord, Selma and other collaborative efforts, it marks another’s story with Burnett’s easy, humanist touch. Obadiah ‘Fish’ Johnson (James Earl Jones) and Flower ‘Poinsettia’ Cummings (Lynn Redgrave) play a pair of unlikely lovers: he a Jamaican immigrant by way of Harlem given to fits of wrestling with an unseen, unspeaking demon named Hank; she of a recently severed relationship with the similarly unseen, notionally deceased composer, Giacomo Puccini. They meet in an Echo Park boarding house run by Mrs. Muldroone (Margot Kidder) and find their own way into a kind of slow dance between realizable realism and the possibilities of mutual fantasy or romance. By turns frothy and melancholy, Fish carries a distinct echo of the social magic balancing act realized in mid-century stage works by similarly craft-minded auteurs, Kaufman and Hart, including You Can’t Take It with You, which provided the late Jones with a signature stage role. When one views Fish alongside Killer of Sheep—itself the recent recipient of a handsome 4K restoration—the disparate moods and modes of each film fall away to reveal a personal cinema devoted to the beliefs we cling to at our most broken and a revival of how, in community and collaboration, we find our ways toward laying them to rest for something closer to love.

On the occasion of these twin restorations, I spoke with Burnett over video chat. It is unsurprising, perhaps, given the tender and patient way his images seem to listen to one another, that he took many questions as opportunities to speak openly and generously about his many collaborators.

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Reverse Shot: The Annihilation of Fish feels like a migration story: Fish starts in Harlem and Poinsettia in San Francisco, and they both have to find their way to Los Angeles to meet, in order for the film to happen. Was it important for you to get them to L.A., in particular?

Charles Burnett: I guess it was Tony Winkler’s idea of where some of the most bizarre people live. New York is one of those places, and San Francisco. And there’s this thing about Hollywood, where all these sorts of bizarre people are. I guess I never talked to Tony about that. I should have—he was a very unique person.

RS: When you were growing up in L.A., did you know people like Fish and Poinsettia?

CB: Not exactly. But you see them everywhere—in New York as well. There are a lot of people who’ve sort of dropped out in the speed of it all. Everyone talks about how bizarre LA people are, but the most bizarre people I’ve found in New York. I had this midnight flight once, and I woke up in New York, in Tribeca. That morning, I went outside, and I was tying my shoes, and I looked up and there was a guy coming out of his doorway, and he passed me right by, and he had a tutu on. And nothing else. There’s nobody like New York people.

RS: The film has such an interest and affection for those people and their beliefs, even (and especially) when they seem out of step with “what’s really happening.” There’s a sense that even when we witness something that may seem strange or bizarre to us, it may be a totally reasonable reaction for that person’s day.

CB: Absolutely. People find ways to adjust and survive, to cope with life. Sometimes it’s imagining elements, like dreams. Is this happening to me? If I believe in it strongly, who’s to argue?

RS: Working on the film, did it always seem like a story about people who functioned a little differently? It’s also such a portrait of aging, of living and loving as an older person in America.

CB: It seems to me that when you live in this country for so long in different places, in bizarre places, you find all kinds of people. And they all seem normal when you live among them long enough. I was on the subway, in New York. And I sort of fell asleep. And when I woke up, this guy was talking to me, sitting across from me. He was telling me how he went to the doctor and the clinic to get help, but they couldn’t give it to him. So he kept coming back to the clinic, but still, they wouldn’t help him. And he finally told the police that if he didn’t get any help, he was going to kill somebody. All of a sudden, he got the help he wanted. He told me: this is the way they deal with people in institutions. That’s the reality. That’s how you get results, by focusing on the extreme and making it seem like people are a threat. And all of a sudden, they’re taken seriously.

RS: Fish is failed by the American healthcare system, and Poinsettia is dealing with this untreated history of domestic violence. How did you go about maintaining that this was still a comic romance amid those realities?

CB: Well, it’s very strange, because if you know Tony Winkler—and I didn’t know him that well, I just worked with him on this film—he’s a very serious person. It’s kind of hard to imagine a serious person having this world that’s a part of his life. But this is what he writes about. In Jamaica, he’d write these educational books for young people, and he had this weird sense of humor. It always seemed like he’d be in a library someplace, reading serious stuff. But he had these fantasies. He was a funny guy in many ways. Very pleasant to be around.

RS: That idea of serious comedy feels right for Annihilation. Rewatching the film, I thought about Billy Wilder and The Apartment, about how important the specific apartments that Fish and Poinsettia live in feel.

CB: Paul Heller was a great producer, a great guy to work with. We looked for days to find this boarding house. Luckily, we stumbled upon one in Echo Park, and it worked out perfectly. And Margot Kidder, who plays the landlady, was really a great person to work with, just a charming person. Lynn, James, all of them, of course, just really great people to work with. It made it easy, you know? Because they took it seriously. They weren’t trying to make jokes. They just believed in the characters. It was heartwarming working with them. The sad part was when it was over—you don’t get a chance to work with very talented people a lot of the time, who are into what you’re doing. Comedy is very difficult. If it doesn’t work, it really fails. So you’re very happy when you have people who can make it happen, and aid you in accomplishing the goals of the writer.

RS: There’s a play-like quality to the story, to its sense of setting and scenes. I know James and Lynn did a lot of theater, and I think Margot did some as well—do you think about theater much when you’re working on a film?

CB: What’s really great about theater is that you can rehearse and you can rehearse and you can rehearse. A piece evolves, and you see more and more in the story as you rehearse. Whereas in a film, you have maybe 15 minutes of rehearsal, and then you shoot it. And that’s for everyone in the film. And you come back and say, “Oh god, I wish I had more time to spend on that.” But in theater, you always come back to it. And then you see the audience respond to certain things, and you use that. Whereas I think in film, you’re going in blindly, somewhat. You hope that it works. And you see that you have people around you—the editor, the sound person, the writer—and everyone’s contributing, saying, “I think it’s a little weak there.” So, you get help from the crew. Really, they’re part of the audience in this stage-like situation.

RS: On the stage, eventually almost everything is in the hands of the actors. It feels really generative to think about a film crew as a kind of ensemble.

CB: I take advice from everyone who’s there, you know? We were working on another film, Nightjohn. We couldn’t figure out this bit of blocking, an exchange of money. It was the actor, Beau [Bridges], who came up with the blocking. What if I do this? It came out perfectly, but I had to wait until another crew member came up with the idea that would help. And so you use the people around you that see things differently, who can make it work and find solutions. Sometimes you get the credit for it, but it saves a movie.

RS: That feels a little bit like what Annihilation of Fish is about—I thought a lot about that line the doctor (Linden Chiles) has, when he makes the house call on Fish: “All you people live alone in this building?” In spite of the stigmas and struggle, the people in that boarding house learn how to collaborate with the people they live with, in life and love.

CB: He was such a great actor too. He was a great guy, and very helpful in many ways. You listen to the actors and learn something. They give you a lot.

RS: Selma, Lord Selma also feels like a film about adhering to beliefs and building a coalition. Was that around the same time you were working on Annihilation of Fish?

CB: Selma, Lord, Selma was made a little in advance—maybe another year or two? It was a Disney project. I’m surprised that Disney wanted to make a movie that dealt with that subject matter. And I really appreciated working with them.

RS: Were you able to bring in the kind of crew you wanted to? Even moving into Disney’s mode of production?

CB: Yeah, they were very good. I mean, allowing me to make a movie that wasn’t about Bambi or something, but real things that were happening in the South. Nightjohn, too. Films that aren’t trying to inspire one’s feelings but trying to tell a true story about that whole period, about education and teaching kids how to read. And Carl Lumbly—who played Nightjohn—really is an exceptional actor.

RS: It’s been good to see him crop up in some recent Disney stuff, some Marvel roles that highlight how physical a performer he is. James also really gives such a physical performance in Fish. How did you go about choreographing those wrestling scenes?

CB: We were very lucky. James had gotten injured on another film that he’d done, in England. His knees weren’t very good, or his hips. But he didn’t let that stop him. You know, he wrestled with his demon. He got on the floor. We had a stunt coordinator [Bufort McClerkins] who helped a great deal. But it was James Earl Jones who risked damaging his knees again by throwing himself on the floor. He was a real trooper. I mean, he did what had to be done to make the film work. We had to give it a sense of reality, a sense of could this have happened? Is he imagining things, or is it something beyond that? We had that scene where he throws the demon out of the window, you know, and you see the bushes underneath sort of shake when this imaginary thing hits them. It gives the illusion that, well, maybe he isn’t quite crazy.

I was working on this short about homelessness in Los Angeles. It’s just growing out of proportion: the kids are homeless, can’t go to school. And there was this guy who lived at my house for a while. He had been an accountant, and now he was homeless. How could a person who’d had that kind of money be homeless? It seems impossible, but I figured, at that point, if he can become homeless, it can happen to anybody. Me and you. People can be aware of money, and know about how much they save, and know about what it is to be homeless, and still become victims of it. When I was talking to a lot of these people, I said, “You sleep on the street. How do you do it?” And this guy—it was really interesting—he said that he didn’t have to pay taxes or bills, all this other stuff that drives a person crazy. That was eliminated. They had this sense of freedom. And so, I said, well, maybe I should look at that a little closer. In this film business, everything and everybody is crazy. So, there’s something that makes you think, well, maybe this can work…it depends on a person, you know? What they want to accept. You learn a lot by making certain kinds of films.

RS: I wondered if you could speak to some of the music in the film, which is central to Lynn’s character’s reality.

CB: Puccini has so many wonderful pieces. Madame Butterfly is so lovely—she’s picked the right piece and composer to be infatuated with. His melodies just ring true. And even within Madame Butterfly, there’s this unrealness about it. In the story. We were allowed to shoot in the Bay Area in San Francisco, in the Botanical Gardens. When Madame Butterfly is on that little bridge singing that aria…it has a dreamlike quality, you know? And then when Fish and Poinsettia break up, they’re at Echo Park during this rainy, dreary day. It has this sort of sadness, which makes it so that when they do get back together, it’s rewarding. Because they belong together. And I guess that’s the thing with all romance and love stories: they have these conflicts, and then they find out this is my hope, this is what I need. And in spite of the differences, the huge gaps in their reality, this madness saves them in the end.

RS: Hearing you talk about love and reality, I wanted to ask about “This Bitter Earth,” by Dinah Washington, and its place in Killer of Sheep. That film was originally held back from release because of trouble securing the permissions for all the songs in it, songs that all feel singularly essential to that story. What was it about that song in particular that was so worth fighting for?

CB: Oh yeah. Well, I used to play the trumpet. And I used to hang around with a lot of older people. And those old 78s always had content that took me years to understand. When I got older, it made sense to me, listening to their cries and pain. The songs are so riveting and personalized. Growing up, my mother used to play them. We played those records all the time. And there was a point where I always wanted to save those records, because they were so fragile. And that’s why I put them in Killer of Sheep, because they had so many stories to tell. “This Bitter Earth” and Sonny Boy Williamson’s “Fattening Frogs for Snakes”—really, I found myself one day as a teenager walking home, humming these songs. I said, “Now where is this song coming from?” I had to go back and look through all these old 78s and relisten to them. And I said to myself, this is what my friends are talking about. You go down to the corner bar, and this is what the older people were dancing to, singing to, stuff like that. I almost missed that. As kids growing up, we were experiencing that. “This Bitter Earth” has bitterness. It is difficult, struggling. And still, people dance to it. They know what love means through these songs and through their own suffering. And so all of these contradictions made sense, later on. And that’s why I wanted to put those pieces in there.

RS: Have there been any songs that you've felt similarly about, that you still want to put in a movie, to document in that way?

CB: Jerry Butler I like a lot. Eddie Kendrick. “Just My Imagination.” I think that song is something we’ve kind of all experienced, you know? It seems like a real thing that would happen in someone's dream, that song. The Drifters’ “This Magic Moment”, that’s another one. There's a lot of songs that kind of take me off into some other reality.

RS: In some ways, the world of the music in Killer of Sheep feels so removed from the slaughterhouse, from that reality.

CB: One of the things about the slaughterhouse, about the sheep: they go in because a Judas goat takes them up to the slaughterhouse. And then he turns around and comes back down and they go on to their demise. That always bothered me, those Judas goats. I didn't want anyone to think that I'm referring to the people in the film as the sheep being slaughtered. But it automatically has that built in connection, without you trying. I was trying in a way not to make that connection!

RS: Did the music feel like a way to separate the people from the sheep? Introduce some sort of difference in these worlds?

CB: Not really. When you're old enough, the music has more meaning. When I was a kid, I couldn't really relate to the music part, but I was able to separate that and the content, in a sense. It wasn't until I got older that I sort of understood what it was about, what the meaning was, how people relate. I guess that's why people who listen to the blues drank when they were listening, you know? It would soften the fall. Or make it more difficult.

RS: Stan (Henry G. Sanders) seems the least able to connect to the music around him.

CB: The thing about the music is that it’s a source of his stress. I mean, Little Walter sings, “This is a mean old world/ try living by yourself.” Diana says, “This bitter earth” . . . these are negative images. Ironically, in spite of what the music says, it can make you feel good. It has a quality to be positive and negative. It listens to real life stories, and even when they have blues endings, or tragedy, they still entertain you, to some extent. You can fantasize about reality. It’s difficult to explain—it’s sort of a paradox.

RS: Does making a film feel like playing music?

CB: I wish I could create the same effect music can have on people, in a film. There's so much depth in music. It seems that you really have to try to get the dimensions in the film: make it have multiple meanings and feelings, a mood that supports its ideas. In a film, you create these moves—the transitions are easily related to the principal melody in a song, maybe. I like all kinds of music. And in classical music, in particular, you have these points where different melodies come in. They don't clash, they sort of harmonize. It gives you that dimension and depth. I'm trying to think of examples in film … in Bicycle Thieves, a very simple film, it's still this whole relationship between father and son and their disappointment. It’s being poor, having a bike stolen, it’s disaster. It says a lot about human beings. I like when a film moves like that, when it does something like that with the human condition and all its variations—the depth of something.