"Boxcar Bertha" is an unusual film. In one of his first films, Martin Scorsese directs a film for Roger Corman. Now this is a problem, as Corman is the king of cheap but successful exploitation films--and Scorsese obviously was trying to make a film better than this genre. The results, though better than you expect, are still not great. This film is much like taking Corman's "Big Bad Momma" and combining it with a less cheap and less exploitational crime film. As a result, it's not quite as silly as this previous film--but the use of lots of nudity and violence betray its exploitation roots.

There really isn't a lot of plot in "Boxcar Bertha". It consists of Bertha (Barbara Hershey) taking off her clothes a lot as well as her and the gang (consisting of David Carradine, Bernie Casey and Barry Primus) robbing banks, trains and the like as well as OFTEN escaping from the police or prison. The only thing that really is unique is the strong populist message, as Carradine's character is often talking about unions and socialism. I found all this mildly interesting but that's really all. In fact, the most interesting aspect of the film is that David Carradine appears in some scenes with his father, John. All in all, a film that is not particularly great or bad--somewhere in the middle. Had the film either tried harder to be sleazy and silly OR been more serious and had greater depth, it would be a film I would heartily recommend. As it is, it's just a time-passer.

The comparisons to Arthur Penn's 1967 masterpiece are inevitable, but thanks to some masterful direction by a newcomer named Martin Scorsese, the film has obtained a cult status of its own. Barbara Hershey plays a poor country girl who witnesses her father being killed in a plane crash and blaming his employers, ends up on a robbery spree with David Carradine that threatens to destroy the train industry. John Carradine is the owner of the train company and vows vengeance on Hershey and her gang, especially after they rob him at his fancy party. There's not much more to the story than this, and like "Bonnie and Clyde", the film is violent, raw and gripping.

It is also very predictable, and the end will leave a bad taste for some who may find it offensive. Hershey (reminding me of Sissy Spacek in the similar "Badlands") spends a lot of time in the buff, while the younger Carradine is memorable as her lover with communist leanings. The older Carradine is less hammy than normal, but acting honors go to Bernie Casey as Hershey and Carradine's co-hort.

Arkansas in the 1930's: Sweet, free-spirited rural farm girl turned prostitute Boxcar Bertha Thompson (a marvelously lively and personable performance by the beautiful Barbara Hershey) joins forces with fiery, passionate union organizer Big Bill Shelly (splendidly played by David Carradine),slick con man gambler Rake Brown (nicely essayed by Barry Primus) and amiable Von Morton (a fine Bernie Casey) to steal from the rich and give back to the poor. They soon become wanted fugitives. Ably directed with tremendously fluid finesse and assurance by Martin Scorsese, with a smart, concise script by Joyce H. Corrington and John William Corrington (they previously wrote the fantastic Charlton Heston end-of-the-world sci-fi doozy "The Omega Man"),frequent outbursts of thrilling action, sharp, polished cinematography by John Stephens, a tasty and vivid evocation of the Great Depression period, a couple of smoking hot sex scenes with Hershey and Carradine (who were a real life couple at the time),a constant snappy pace, a flavorsome bluesy score by Thad Maxwell and Gib Guilbeau, a gritty and unsentimental depiction of the thankless outlaw lifestyle, and an uncompromisingly downbeat ending, this sturdy and stirring little winner totally hits the solid and satisfying spot. John Carradine contributes a nifty cameo as evil, crotchety railroad baron H. Buckram Sartoris while Victor Argo and David Osterhout are both memorably nasty as a couple of brutish flunkies. A real bang-up film.