Oh my God, Seconds.

A still from Joel Frankenheimer's 1966 film "Seconds."
John Frankenheimer’s 1966 thriller Seconds.

Courtesy of Joel Productions and Paramount Pictures.

For at least 20 years I’ve remembered John Frankenheimer’s Seconds (1966) with a feeling of clammy dread unique to that film, and recommended it to countless friends without ever quite working up the nerve to rewatch it myself. Sometimes the person I’m recommending it to will already know the movie, and they’ll get a wild look in their eyes for a moment and say “Oh my God, Seconds.” Though its reputation has grown steadily since it bombed at the box office upon release, Seconds is one of those movies that has somehow held on to permanent cult status, a talisman passed between passionate enthusiasts, difficult for years to find at all on DVD (I still have a VHS copy somewhere, duped for me by the ex who first turned me on to the movie’s unsettling charms).

Now that Criterion has come out with a Blu-Ray edition of Seconds loaded with extras, I thought I’d take the opportunity to revisit this utterly sui generis, categorization-defying film, a horror-tinged thriller (or is it a sci-fi-inflected political parable?) about aging, alienation, and the American belief in starting over. Adapted by the screenwriter Lewis John Carlino from a novel by David Ely, Seconds tells the story of Arthur Hamilton (John Randolph), a sixtysomething banker who commutes each day between New York and his well-appointed suburban house in Scarsdale. From the opening scene—a trip through Grand Central Station shot with a curious dolly trick that makes Arthur seem to glide through the crowd of commuters like a rolling statue—we deduce that all is not well in this man’s inner world. Though he has a devoted wife (Frances Reid), a grown daughter (whom we never see on-screen), and to all appearances a perfectly pleasant existence, Arthur seems anxious and disconnected, his sweat-beaded face (and Jerry Goldsmith’s ominous score) communicating a degree of malaise that’s all out of proportion to the seemingly banal events of his day.

As it turns out, Arthur has been fielding late-night phone calls from an old friend, Charlie Evans (Murray Hamilton), who he thought was dead. The man claiming to be Charlie convinces Arthur to visit a mysterious address in Manhattan, where—after being ushered through a meat locker full of suspended cow torsos—Arthur is ferried to the headquarters of a shady, never-named corporation. For the right price, he’s told, he can fake his own death and reinvent himself, changing not just his name and back story but his whole face and body via a radical surgical procedure.

That’s when the crazy gets kicked up a notch. Arthur, hesitating on the verge of such a major step, is persuaded to sign on the dotted line via a combination of corporate sweet-talk and outright blackmail. A scene where he’s drugged and filmed doing blackmail-able things is shot with the fisheye angles and forced-perspective sets of a German Expressionist film; a subsequent conversation with a reassuring employee of the firm (Will Geer) oozes with incongruously folksy menace. Arthur winds up, half against his will, going under the knife—and when his face emerges from the mask of bandages a few scenes later, he’s become Rock Hudson.

The shift in protagonists from the jowly, balding Randolph to the 6-foot-4 uberhunk that is Hudson is almost as jarring to the audience as it is to the luckless Arthur—now known to the world as Antiochus “Tony” Wilson, a playboy painter with a house on the beach in Malibu. This fracture between the movie’s first and second half—actually, the Rock Hudson reveal happens a bit before the midpoint—remains unmended. John Randolph disappears from the film entirely, leaving the viewer’s identification mechanism permanently off kilter: What happened to Arthur Hamilton? Can this radically different body really somehow be a container for the “same” man? And if human identity is as easily mutable as that, why should we believe that any of the characters now surrounding Arthur-turned-Tony are who they say they are, or are likely to remain so?

In an interview that appears as an extra on the Criterion disc, Frankenheimer’s widow remembers that her husband originally wanted to cast the same actor for both Arthur and Tony, but believed only Laurence Olivier had the range to pull off such physically contrasting roles. Only when Paramount demanded a bigger box-office star than Olivier did Frankenheimer decide to split the part between two actors. Frankenheimer himself, in a fascinating audio commentary track recorded five years before his death in 2002, tells the story differently, saying that it was Hudson who refused to play the double role. However it happened, it was a fortuitous setback, not just because the shift between actors enables the crucial perceptual break described above, but because the lost soul Hudson plays in the second half of Seconds is perhaps the greatest role of his long and varied career. Coming off the string of pastel-tinted romantic comedies he made throughout the early ’60s with Doris Day, the 41-year-old Hudson makes a sharp swerve into much darker territory. Tony Wilson’s life couldn’t be groovier on the surface, especially after he meets a beautiful, passionate woman, Nora (Salome Jens), who may or may not also be a post-transformation “second.” But Nora’s attempts to initiate him into a new life of hedonistic freedom—symbolized, in one of this movie’s few misjudged sequences, by a Bacchanalian orgy complete with wreath-crowned naked women stomping grapes—leave Arthur/Tony more alienated and spiritually sick than ever. He starts to drink too much, to fall apart at parties—and, worst of all, to consider violating the company’s prime directive by checking back in on his old life.

The early-blooming enfant terrible Frankenheimer, best known for politically astute, wickedly manipulative thrillers like The Manchurian Candidate and Seven Days in May, is working at the top of his craft in Seconds, which critics now sometimes group with those two less intimately scaled thrillers in a so-called “paranoia trilogy.” Though it’s not concerned with global politics and warfare, Seconds is a blistering assessment of the cultural politics of the mid-1960s, equally bleak in its view of the establishment and the counterculture. The existential freedom supposedly afforded by Arthur’s reinvention as Tony proves to be little more than hollow solipsism—but was there really anything more substantial about his abandoned marriage, which Arthur’s widow describes in a devastating late scene as “a polite, celibate truce”?

Seconds was Frankenheimer’s last black-and-white film, and the first one he made with the legendary cinematographer James Wong Howe. Every shot provides fresh evidence of Howe’s artistry and intuitiveness as a collaborator: He uses expressionistic high-key lighting, deep focus and innovative camera placements (at times mounting a camera to an actor’s back) to create a mood of ineffable cosmic dread that hangs over the movie like a miasma. (The brilliant Saul Bass opening-title sequence, in which human facial features are distorted by trick mirrors to the sound of Jerry Goldsmith’s piercing organ chords, perfectly sets the eerie mood.) And the ending, holy smokes, the ending—but there I’ll stop. Go watch the movie—or rewatch it, if it’s been 20 years—and the next time we meet we can have a short but evocative conversation: “Seconds?” “Oh my God, Seconds.”