Thelma & Louise (4K UHD Review)

  • Reviewed by: Stephen Bjork
  • Review Date: Jul 06, 2023
  • Format: 4K Ultra HD
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Thelma & Louise (4K UHD Review)


Ridley Scott

Release Date(s)

1991 (May 30, 2023)


MGM (The Criterion Collection – Spine #1180)
  • Film/Program Grade: A
  • Video Grade: A
  • Audio Grade: A
  • Extras Grade: A

Thelma & Louise (4K UHD)

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[Editor’s Note: The majority of this review is written by Stephen Bjork. The coverage of the extras was originally written by Dennis Seuling.]

Thelma & Louise felt like a breath of fresh air when it was originally released in 1991, and yet it was a film that walked comfortably in the shoes of many others that had preceded it. The noteworthy difference with Thelma & Louise was purely in terms of context. The concept of female-led road movies or rape/revenge dramas was nothing new, even in 1991; it’s just that the majority of them had previously been confined to the world of low-budget exploitation filmmaking. The primary innovation with Thelma & Louise was that it broke this kind of storytelling into the mainstream, and it woke up Hollywood to the fact that there was an audience for films featuring female characters that didn’t necessarily fall into comfortably safe genres like romantic comedies. Of course, that doesn’t mean that Hollywood’s purse strings opened up overnight, and the struggle to finance these kinds of films continues to this day, but Thelma & Louise still earned its place in cinematic history by cracking open the door for them.

The fascinating thing about Thelma & Louise is that all of that ended up happening more or less by accident. When first-time screenwriter Callie Khouri originally conceived of the story, she planned to direct it herself as a low-budget independent film. Had that actually happened, it would have been a very different project, and one that never would have had the same cultural impact. The path from there to the mainstream was a circuitous one, but her script ultimately ended up at Ridley Scott’s production company, with him on board first as producer and eventually as director. The timing was perfect, because while Scott had made a name for himself with period pieces and fantasy films, he had recently switched to a more contemporary milieu with Someone to Watch Over Me and Black Rain. Black Rain had actually been his first film since Alien to have any kind of significant box office success, so Scott had some momentum moving into Thelma & Louise, and as a result, it drew a lot of attention even before it was released.

Regardless of any specific narrative details, the heart of Khouri’s story is the relationship between two friends, Louise Sawyer (Susan Sarandon) and Thelma Dickinson (Geena Davis). They’re both very different women, with Louise being stronger and more independent, while Thelma is far more milquetoast. The disparity between the two extends to their relationships with men, with Louise having distanced herself somewhat from her boyfriend Jimmy (Michael Madsen), while Thelma lives meekly under the thumb of her oppressive husband Darryl (Christopher McDonald). When the two of them decide to hit the road in Louise’s 1966 Ford Thunderbird convertible for a weekend outing, things quickly go wrong when Thelma’s baby steps toward independence result in her attempted rape at the hands of a local bar patron named Harlan (Timothy Carhart). That stirs something in Louise, so Harlan ends up dead in a parking lot while Thelma & Louise go on the run. They hope to make it to Mexico, but they keep encountering masculine obstacles like a randy truck driver (Marco St. John), a neofascist state trooper (Jason Beghe), and most problematically, a young drifter named J.D. (Brad Pitt). The whole time, the law is nipping at their heels, led by the Arkansas State Police inspector Hal Slocumb (Harvey Keitel). Hal is the only person involved who shows some sympathy toward the women, but in the male-dominated world of Thelma & Louise, that won’t be enough.

All of those elements really are external to the core relationship between Louise and Thelma. As the story progresses, there’s something of a personality transference between the two of them. Initially, the straightlaced Thelma gains strength from Louise, first by leaving home without her husband’s permission, and then by letting her hair down when they hit the road. When Thelma nearly falls apart after the attempted rape, it’s the decisive nature of Louise that keeps her going. Later, as the stakes escalate for the duo, Louise is the one who wavers while Thelma uses her newfound personal empowerment to keep the dream of freedom alive. Eventually, they both meet each other in the middle, having crossed over a line from which neither of them can ever return—and they wouldn’t want to do so anyway. That’s the real significance of the marvelously ambiguous kiss between the two of them at the end of the film. Read into it what you will, but it’s a simple gesture that indicates that the two have become one by that point. The only possible road for them lies forward, wherever that may lead. (The only false note in all of that is Louise’s staunch refusal to tell even Thelma about what happened in Texas, but it’s a minor misstep in an otherwise beautifully conceived relationship.)

In a way, Scott ended up being the perfect director to bring Khouri’s story to the screen. He may have been moving from fantasy worlds to contemporary settings at that point of his career, but his greatest gift as a filmmaker has always been his skill at world-building, and Thelma & Louise is no exception to that rule. He provided a glossily heightened version of reality that was a perfect fit for the fairy tale nature of Khouri’s story. At the time, some people complained that most of the men in Thelma & Louise were broad caricatures, which has always been an absurd criticism. First of all, it serves as an inversion of the caricatured nature of the women in traditional male-oriented road movies, and sauce for the goose is always fair game. More importantly, though, it’s appropriate for the story that Khouri wanted to tell—no one should really care about the men, because it’s not their story. The only two truly authentic characters in the film are Louise and Thelma. Hal and Jimmy may seem relatively well-intentioned, but they’re both just as clueless about what drives these women as are Darryl, Harlan, J.D., and all the rest. Everyone else in Thelma & Louise is peripheral; the title says it all. Louise and Thelma are hardly unique characters, but Khouri made them credible, while Susan Sarandon and Geena Davis brought them to vivid life. That’s why they resonated so well in 1991, and it’s why they still do so more than three decades down the road. It’s also why the freeze-frame and fadeout that ends the film was the correct choice; once these two women have gained their freedom, they could never have returned to earth again. They’re still out there today.

Cinematographer Adrian Biddle shot Thelma & Louise on 35 mm film using Arriflex 35-III, Panavision Panaflex Gold II, and Panaflex Platinum cameras, with Panavision C-Series, E-Series, and Cooke anamorphic lenses. For this version, the original camera negative was scanned at 4K resolution, cleaned up, and then graded in High Dynamic Range (both Dolby Vision and HDR10 are included on the disc). Despite the anamorphic lenses and Ridley Scott’s predilection for smoke-filled rooms, the resulting 2.35:1 framed image is frequently pinpoint sharp, revealing every possible detail in the faces of the actors—the extreme closeups of Susan Sarandon and Geena Davis really shine here. The costuming is equally refined, with the ubiquitous denim jackets and blue jeans showing just as much fine detail as the faces do. Yes, some of the smoky interiors and hazy/dusty exteriors do look a little softer in comparison, but that’s just how they were shot. The HDR grade expands the color palette ever so slightly, but it really improves the contrast range without ever seeming like it’s a revisionary take on the original material. The color timing itself may be a bit tweaked compared to earlier versions, but not drastically so, and it looks quite good in this rendition. As usual with most Criterion 4K titles, the bitrate doesn’t necessarily run as high as it could, but the encoding by Pixelogic Media doesn’t show any noticeable compression artifacts. It may not quite be perfect, but this is as good as Thelma & Louise has ever looked on home video.

Audio is offered in English 5.1 DTS-HD Master Audio, with optional English subtitles. Thelma & Louise was released theatrically in Dolby Stereo, and while the actual matrixed 2.0 Dolby Stereo tracks haven’t been included, the original 4-channel magnetic masters have simply been encoded discretely into the 5.1 format instead. It’s not the most aggressive of mixes, although there’s a consistent sense of ambience around the viewer, and the surrounds do spring to active life during the action scenes, most prominently so when the truck driver has his fateful second encounter with the fugitives. The dialogue is generally clear, although there are a few lines that can be difficult to make out during the car chase at the end. They’ve always been a bit buried in the mix, so it’s not a reflection of the audio quality on this disc. Thelma & Louise was Hans Zimmer’s second collaboration with Ridley Scott, and his iconic score for the film sounds superb here, especially in the title track Thunderbird with its memorable slide guitar work by the late Pete Haycock.

Criterion’s 4K Ultra HD release of Thelma & Louise is a three-disc set that includes a Blu-ray with a 1080p copy of the film, as well as a second Blu-ray containing the bulk of the extras. There’s also a 32-page booklet that includes essays by Jessica Kiang, Rachel Syme, and Rebecca Traister, as well as restoration notes and production credits. Everything is housed in a hard keepcase featuring new artwork by Sam Hadley. The following extras are included:


  • Audio Commentary with Ridley Scott
  • Audio Commentary with Callie Khouri, Geena Davis, and Susan Sarandon


  • Audio Commentary with Ridley Scott
  • Audio Commentary with Callie Khouri, Geena Davis, and Susan Sarandon
  • Ridley Scott: Beginnings (HD – 22:23)
  • Interview with Callie Khouri (HD – 20:02)
  • Boy on a Bicycle (HD – 27:50)
  • Ploughman (HD – :33)


  • Thelma & Louise: The Last Journey (Upscaled SD – 59:37)
  • Original Theatrical Featurette (Upscaled SD – 5:23)
  • Extended Scenes (HD – 33:17)
  • Storyboards: The Final Scene (HD – 5:50)
  • Storyboards (HD – 4:37)
  • Deleted Scenes (HD – 14:02)
  • Original Theatrical Trailer (HD – 2:02)
  • “Wanted” TV Spot (Upscaled SD – 1:02)
  • “Call of the Wild” TV Spot (Upscaled SD – 0:32)
  • TV Promo Spot (Upscaled SD – :32)
  • Music Video – Part of Me, Part of You (HD – 4:27)

Commentary #1 – In this commentary from 1996, director Ridley Scott talks about his early years as an artist, working for the BBC, and making short films and ads. For 15 years, he made TV commercials, educating himself in the art of cinema. His first feature film was The Duellists (1977), followed by several successful films. He felt at a point that he had to move away from action and science fiction movies to avoid being pigeonholed, and he found the characters of Thelma and Louise appealing. After speaking with Geena Davis for a couple of hours, he was convinced she would be a perfect Thelma. He thought Susan Sarandon conveyed a “streetwise” sensibility that would work for Louise. Scott goes on to discuss establishing a stress-free mood on the set, working with Davis and Sarandon, finding locations, solving problems that arose during filming, and establishing the right tone for the film. He values actors who contribute ideas, noting that an actor’s instinct “can help enormously” in shaping a character. To avoid the old-fashioned technique of using rear projection, special rigs were constructed to film the women driving. Scott was under pressure to complete filming in Utah. If he didn’t finish, it would add $600,000 to the film’s cost.

Commentary #2 – Screenwriter Callie Khouri and actors Geena Davis and Susan Sarandon share this commentary. Khouri speaks about her inspiration for the story and says it took her six months to write. She gave Geena Davis a typed history of Thelma so the actor would have a solid basis for her characterization. Davis and Sarandon reminisce about various scenes in the picture in a casual back-and-forth conversation that reflects a comfortable rapport between them. Davis speaks about working on her regional accent. Apart from Sarandon talking about driving in one sequence while being shot from a camera mounted in a truck in front of her, the women don’t go into technical detail. Davis discusses experiences in her own life that affected her performance as Thelma. Thelma and Louise become complete human beings during the course of their road trip. Both Davis and Sarandon were nominated for the Best Actress Oscar for their performances.

Ridley Scott: Beginnings – Director Ridley Scott and film critic Scott Foundas discuss Scott’s beginnings as an artist and how those early experiences formed his approach to filmmaking, including his preparation for and direction of Thelma & Louise. Scott’s first film was in black and white. He would also direct several commercials before getting into feature film production. Some of his films include Someone to Watch Over Me, Alien, and Blade Runner.

Boy on a Bicycle – Filmed in West Hartlepod and Seaton Carew in London in 1965, this 16 mm black-and-white film was Scott’s first and stars his younger brother, Tony.

Ploughman – In 1968, Ridley and Tony Scott founded Ridley Scott Associates (RSA), a film and commercial production company. At RSA, Ridley Scott made thousands of advertisements, including several for Guinness. This ad was released in 1977.

Callie Khouri – Screenwriter Callie Khouri takes a look at the 30-year history of Thelma & Louise and explores the influences that shaped her development of the film. She compares the movie’s initial reception with how it came to be regarded by critics and audiences through the years.

Thelma & Louise: The Last Journey – Made in 2001 by Charles de Lauzirika for the film’s tenth anniversary, this lengthy documentary is divided into three parts—Part 1, Conception; Part 2, Production; and Part 3, Reaction and Resonance. Featured are director Ridley Scott; screenwriter Callie Khouri; actors Susan Sarandon, Geena Davis, Brad Pitt, Christopher McDonald, Michael Madsen, Stephen Tobolowsky, and Jason Beghe; producer Mimi Polk Gitlin; and composer Hans Zimmer. The making of the film from every possible perspective is covered.

Original Theatrical Featurette – This promotional film features actors Susan Sarandon and Geena Davis, director Ridley Scott, and behind-the-scenes footage.

Extended Scenes – These include Extended Ending, Extended Ending with Director’s Commentary, First Motel, Talkin’ ‘Bout Darryl, Hal on the Case, Second Motel, Thelma and J.D., and Looking for a Break.

Storyboards: The Final Chase – Storyboards are shown in split screen with corresponding film footage, the boards at the top and the footage at the bottom. Scott talks about the importance of storyboarding.

Storyboards – Storyboards alone are shown full screen accompanied by Hans Zimmer’s score.

Deleted Scenes – These 10 scenes were cut to eliminate redundancy, maintain the pace, or keep the running time reasonable. They include Silver Bullet Getaway, An Imperfect Clue, Police Sketches, Smitten with J.D., Human Behavior, Hal at Home, Jimmy, J.D., and the Law, Fear of God, On the Road, and Hot Pursuit.

Music Video – This 1991 video features musician Glenn Frey and his song Part of Me, Part of You from the soundtrack to Thelma & Louise.

The stories behind the making of Thelma & Louise as every bit as interesting as the film itself, and this fairly comprehensive collection of extras proves that fact. When combined with the lovely new 4K presentation of the film, Criterion’s UHD for Thelma & Louise is the definitive release of the film to date. It’s a beautiful way to continue the journey for these two characters, preserved forever on disc.

- Stephen Bjork with Dennis Seuling

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