All Fall Down (1962): Warren Beatty’s Second Film, Directed by John Frankenheimer, Co-Starring Eva Marie Saint and Brandon De Wilde

In All Fall Down, his second film, Warren Beatty gives one of his most effective performances–In fact, the role of Berry-Berry Willart, a nihilistic, amoral, self-absorbed, misogynistic young man is inconceivable without Beatty.

All Fall Down
All Fall Down poster.jpg

Theatrical release poster


Beatty benefits from William Inge’s sharp scenario, which is based on the novel of James Leo Herlihy, better known for his later book, Midnight Cowboy (which John Schlesinger made into an Oscar-winning film in 1969).

Grade: B (*** out of *****)

Inge and Herlihy have provided Beatty with an unsympathetic character, which bears resemblance to the one that Paul Newman would play a year later in Robert Rossen’s Hud (1963).

As Lawrence Quirk pointed out, it’s interesting that gay writers, such as Tennessee Williams, Inge, and Herlihy, helped shaped Beatty’s mystique as a screen persona. Inge did it in Beatty’s first film “Splendor in the Grass,” directed by Kazan, and Williams later on, in “The Roman Spring of Mrs. Stone.” In these (and other) works, Beatty, drawing on his own middle-class background in Virginia, played a rebellious youth driven by ego and desire but stifled and repressed by rigid societal norms.

A misfit himself, Inge, like Williams, understands well the issues the rebellion against suffocating conventions, the narcissistic dreams, masculine burden, and the importance of male camaraderie.

Early on in his career, Beatty, like Paul Newman, suffered from comparisons to the Dean-Brando-Clift acting mode, even though he didn’t sound, look, or act like any of those iconic stars.

In “All Fall Down,” Beatty turns in an intensely physical, almost animalistic performance, using his broad shoulders, firm musculature, sensual lips, peering (small) eyes.

The story is told from the P.O.V. of Berry-Berry’s fifteen-year-old brother Clinton (Brandon De Wilde), who begins by adoring him unreservedly and ends by despising and pitying him.

The family thinks it’s for him to go into business, and so Clinton is sent to Florida with $200 for his brother, which the latter uses for a bail out of jail for assaulting a prostitute. Then, he sends Clinton back home to the family while he signs aboard a yacht to service an older woman who likes virile young men. Other women move in and out of Berry’s life. Power-driven and narcissistic to a fault, he’s unable to contain his unbridled.

Back home, Clinton finds life with his parents (Angela Lansbury and Karl Malden), boring compared to that with Berry-Berry, which was exciting and adventurous.

Things change with the arrival of an attractive outsider named Echo O’Brien (Eva Marie Saint), who becomes the boy’s new object to worship.

Nonetheless, as soon as Berry returns, Echo succumbs to his appeal, gets pregnant by him and in short order is rejected by him, leading to her suicide. When the outraged Clinton goes to kill his selfish brother, he finds him sobbing like a child. Pity and contempt replace rage, and he leaves Berry-Berry to his fate.

All members of the cast render strong performances under the astute direction of John Frankenheimer, who in the same year made the seminal paranoia noir thriller, The Manchurian Candidate.

Eva Marie Saint, at the top of her form, shows grace and vulnerability. Angela Lansbury, who also played a monstrous mother in “Manchurian Candidate,” once again shines as a possessive mother from hell, perhaps the one responsible for turning Berry-Berry into a perverse, twisted man. Karl Malden is also well cast as the alcoholic, passive father.

Ultimately, though, the film is a showcase for Beatty’s talents as a sensual, dark-spirited immature youngster, who’s incapable of never growing up.

The movie, despite decent reviews, was a box-office failure, perhaps due to its largely grim, downbeat tone.


Eva Marie Saint (Echo O’Brien)

Warren Beatty (Berry-Berry Willart)

Karl Malden (Ralph Willart)

Angela Lansbury (Annabel Willart)

Brandon De Wilde (Clinton Willart)

Constance Ford (Mrs. Mandel)

Barbara Baxley (Schoolteacher)

Evans Evans (Hedy)

Jennifer Howard (Myra)

Madame Spivy (Bouncer)

Albert Paulson (Captain Ramirez)

Henry Kulky (Sailor)

Colette Jackson (Dorothy)

Robert Sorrells (Waiter in Sweet Shop)

Bernadette Withers (Mildred)

Carol Kelly (Flame)

Paul Bryar (Sweet Shop Manager)



A Metro-Goldwyn-Mayer Picture.

Producer: John Houseman.

Director: John Frankenheimer.

Screenplay: William Inge, based on the novel by James Leo Herlihy.

Photographer: Lionel Lindon.

Music: Alex North.

Art Directors: George W. Davis, Preston Ames.

Set Decorations: Henry Grace, George R. Nelson.

Special Visual Effects: Robert R. Hoag.

Editor: Frederic Steinkamp.

Recording Supervisor: Franklin Milton.

Costumes: Dorothy Jeakins.

Makeup: William Tuttle.

Hair Styles: Sydney Guilaroff.

Associate Producer: Ethel Winant.

Assistant Director: Hal Polaire.

Opened at Loew’s State Theater, New York, April 11, 1962.

Running time: 111 Minutes.