The only other spy movie series that was genuinely good were the three Harry Palmer movies starring the irreplaceable Michael Caine: The Ipcress File (1965), Funeral in Berlin (1966), and Billion Dollar Brain (1967). Ironically, it was Harry Saltzman, who at the time was one-half of the James Bond franchise with Albert R. "Cubby" Broccoli, who produced these almost anti-Bond adaptations of Len Deighton's novels.

The three films all have the polish of the early Bonds (Ipcress, for example, was edited by Peter Hunt with music by John Barry and art direction by Ken Adam, all from the 007s) but otherwise their approach, wisely, is almost the opposite of the Bonds. Where James Bond is a glamorous, high-living spy equipped with years-ahead-of-its-time technology and the inexhaustible financial backing of the British government, Harry Palmer is a poorly paid civil servant working out of decrepit MI5 offices, and mostly works alone with little support. He doesn't care for his job and positively loathes his penny-pinching, bullying boss (Guy Doleman as Ross, excellent in the series).

Ken Russell directed Billion Dollar Brain, his only mainstream (in today's parlance, high-concept) movie. Conventional wisdom is that he brought to the picture his signature outrageous visual flair, a style that contrasts, even contradicts, the two earlier movies. While true to a point, it's an overstated observation. Unlike virtually all other spy movies, which have dated badly and don't play well under the microscope of multiple viewings, the three Harry Palmer movies come off even better now than they did when they were new. The Ipcress File is widely regarded as the best of the three, but after initially being disappointed slightly by Funeral in Berlin and Billion Dollar Brain, I find myself liking those two nearly as much as Ipcress.

On Blu-ray, Billion Dollar Brain also plays a lot better than it did on VHS and DVD. Though there's room for improvement with the transfer, it's not bad and critically adds a more film-like look to the presentation, crucially enhancing the movie's subtle and superb location filming.

The film opens with a couple of strange inconsistencies. The atypically unimaginative title design by Bond regular Maurice Binder features a prominent mistake: just before the title "Billion Dollar Brain" the numeral $1,000,000,000,000,000,000.00 appears which, of course, isn't one billion at all. And, when introduced, Harry Palmer, having left MI5, is found working as a two-bit private investigator. His office-flat is a mess, with a filthy kitchen and Palmer apparently subsisting on a diet of Kellogg's Corn Flakes. This is completely at odds with the first movie, which established Palmer as a Cockney gourmand.

Regardless, the complicated plot has Palmer receiving a phone call from a computer-generated voice (Donald Sutherland, uncredited in this role) with a job to deliver a package, in fact a sealed thermos containing six virus-laden eggs stolen from a British chemical weapons lab, to Helsinki. A beautiful but mysterious woman named Anya (Françoise Dorléac) meets him there, taking Palmer to an old associate, Leo Newbigen (Karl Malden). Newbigen offers Palmer a job with his organization, funded by virulent anticommunist Texas oil tycoon Midwinter (Ed Begley, Sr.). An apparently self-appointed general, Midwinter is secretly financing Latvian freedom fighters and, armed with a super-computer, the "billion-dollar brain" of the title, plots a rebellion that Midwinter hopes will lead to the collapse of the Soviet Union.

What Midwinter doesn't know is that the millions he's funneling to Newbigen to recruit and finance the rebellion is mostly going straight into Newbigen's pocket. He's also unaware that Anya, Newbigen's lover (who's actually attracted to Palmer), is a Russian spy well aware of Midwinter's plot. Meanwhile, Palmer is blackmailed by MI5's Colonel Ross (Doleman) to spy on Newbigen, while Ross's counterpart, gregarious Russian Colonel Stok (Oscar Homolka) more agreeably is watching Palmer's back.

In keeping with the anti-Bond look of the Harry Palmer films, nearly all of Billion Dollar Brain was filmed on location in Finland, a uniquely beautiful but overwhelmingly oppressively cold landscape of ice and snow. Russell and cinematographer Billy Williams (Women in Love, Gandhi) exquisitely capture this as few films have, while the Finnish architecture (with occasional embellishments by Russell and art director Syd Cain) is always intriguing.

What also stands out in Billion Dollar Brain is French actress Françoise Dorléac, elder sister of Catherine Deneuve and unquestionably one of the most hypnotically beautiful women ever to grace the screen. (She was even more beautiful than Deneuve, which is saying a lot.) Though only in her mid-20s, she had already racked up an impressive body of work, including Truffaut's The Soft Skin, the great Jean-Paul Belmondo spy spoof That Man from Rio (both 1964), Roman Polanski's Cul-de-sac (1966), and Jacques Demy's enchanting musical The Young Girls of Rochefort (1967), in which she and Deneuve star as twin sisters.

Tragically, just weeks after finishing Billion Dollar Brain, Dorléac was racing to catch a plane when her rented Renault 10 hit a signpost near Nice. The car flipped and burst into flames. The still-conscious Dorléac, struggling to free herself, was unable to escape.

Billion Dollar Brain was released after her death, leading some to speculate whether her voice was dubbed, but it sure sounds like Dorléac's to me. She's mesmerizing in every scene she's in, and had she not died so young, so senselessly, there's little doubt she would have been a huge international star on the order of Deneuve at the very least.

Seen today, Billion Dollar Brain is surprisingly prescient: the fanatical Texas billionaire who thinks he can buy and bully his way through life, playing by his own rules with a store-bought army; the reliance on super-computers to plan and monitor military engagements; a recognition that any collapse of the Soviet Union would likely be centered in the Baltic Region, etc. As with Funeral in Berlin, Billion Dollar Brain was among the first movies to suggest a Soviet Communist, even one as Brezhnevian-looking as Oskar Homolka, could also be warm and friendly (far more than Colonel Ross, a real stiff) and not a saliva-dripping monster-atheist.

Michael Caine, of course, is a delight, nicely underplaying Palmer so as to maximize his impact: the audience hangs on his every word, every subtle gesture.

The intricate plot of Billion Dollar Brain and a waning spy craze seems to have hurt the film slightly at the box office. (Plans for a fourth adaptation, Horse Under Water were dropped, and Caine ultimately reprised the character only years later, in two undistinguished TV-movies produced by Harry Alan Towers, though Caine is good in both.)

Video & Audio

Billion Dollar Brain sources what looks like an older but adequate transfer of this Panavision (2.35:1) production, with original prints by DeLuxe. The image is reasonably sharp, and the subtle color pallet comes off well for the most part. The DTS-HD 2.0 Master Audio (mono) is also okay. As with previous home video versions, a very short sequence featuring Beatles music had to be cut owing to rights issues, but this does not impact the plot in any significant way. No subtitle or alternate audio options, with the only Extra Feature being a textless trailer.

Parting Thoughts

A very strong ‘60s spy film, a rare breed, Billion Dollar Brain is Highly Recommended.

Stuart Galbraith IV is the Kyoto-based film historian and publisher-editor of World Cinema Paradise. His credits include film history books, DVD and Blu-ray audio commentaries and special features.