Sondra Locke’s Ratboy: A modern day fairy tale

Having acted exclusively with Clint Eastwood in so many films had its pros and cons for Sondra Locke. For one, she had witnessed the filmmaking process all the way, from casting to editing, postproduction and sound mix. Since she loved all of it, Locke started to think about directing. A bittersweet fairytale rooted in the real world was the answer. The director explained Wand’rin’ Star how the film was made.

At first, in spite of Clint Eastwood’s ultimate strange reaction, he seemed pleased at the idea of her directing, although he had never taken it well that Locke worked apart from him. She found a script she liked and applied herself to it.

The screenplay was called Ratboy: “It was a quirky and adult fairy tale, a social satire of sorts, about a young woman named Nikki who is so obsessed with fame and fortune that she’s blinded to real values in life. She happens upon a creature, half boy, half rat, and decides he’ll be her ticket to the ‘big time’. Naturally, the little innocent Ratboy is almost killed in the process, but, in spite of that, à la Beauty and the Beast, he falls in love with her, and through his pure love for her, Nikki has an ‘awakening’.” (The Good, the Bad, and the Very Ugly: A Hollywood Journey, p. 192.)

While she has an awakening, Ratboy’s destiny is to… better watch the film.

Sondra Locke told Wand’rin’ Star:

“There were several elements which drew me to the script of RATBOY. I grew up loving fairy tales, and RATBOY is a sort of modern day fairy tale. It has a mixed tone of comedy and drama, a tone I love in a film. It is set in Hollywood with a theme of false values, and I had long observed Hollywood as being a center of false values. And finally, it is about being different, not fitting in. This is something I personally felt and understood from childhood, growing up in a small town in Tennessee.”

Ratboy blends several themes and styles; it shows society’s indifference and hypocrisy, the search for the spotlight which remains prescient and supposedly will resolve every issue in people’s lives. It shows how being different stands out in this shadowy game.

Direction-wise, Locke is capable of great atmospheric scenes, as when ‘Nikki’ meets ‘Ratboy’. It shows a lot of promise. The ending is also sweet. It’s a film that really deserves a wider audience.

Sondra Locke tells how it was to act and direct for the first time:

“I was thrilled when WB agreed to produce RATBOY for me to direct. Their only request was that I also act in the film. At first, this was a daunting idea. How could I undertake this on my first film directing. I reasoned that I didn’t really have a choice and so I agreed. It turned out to be a little less difficult than expected. As the story is told largely from my character’s point of view, I could use my performance to drive the story’s pace, etc. I have found that one of the techniques I use as a director is to go through the script and ‘get inside’ each character’s point of view – as if I am portraying each character. This way I can understand the story from every point of view. And so, in portraying Nikki, the process of ‘acting’ the character was just one step further.”

Sondra Locke discussed the script with Eastwood, who gave his approval. This made it easier – it meant WB “couldn’t” deny it. As a first-time director, Locke knew how difficult the task would be. Terry Semel was then president of WB, and a deal was quickly arranged. As Locke states in her book, “with Clint in your corner it can be just that simple”.

Locke clarified this point to Wand’rin’ Star: “At the same time I was encouraged, because I knew that they wouldn’t put up money unless they also felt I could deliver. WB had been my home studio since my first film THE HEART IS A LONELY HUNTER. I felt I had strong relationships there apart from Clint’s relationships. Of course, Clint’s relationships would always trump mine. Something I would later learn all too well.”


Patrick McGilligan calls Ratboy “an odd fable about a half-rodent freak of nature, in prospect, a comic cross between E.T. and The Elephant Man”. (Patrick McGilligan, Clint: The Life and Legend, p. 380.)

E.T. was the sweet alien, Spielberg style, for family enjoyment. The Elephant Man – based on a true story, which also partly inspired Stephen Crane’s “The Monster” – is rooted in a more dreadful reality. Locke’s film differs from both.

Some comparisons have been made between Ratboy and Daniel Mann’s Willard, in which Locke starred in 1971. The director didn’t think of any parallels at the time she directed her own film.

Terry Semel wanted Sondra Locke to star in Ratboy. According to McGilligan, Locke wasn’t at ease when she tried to explain in interviews how she got the project approved. She claimed that the Eastwood connection wouldn’t necessarily convince WB. If anyone wants to read about Clint Eastwood’s behavior during this period, I’d advise both McGilligan and Locke’s books.

Throughout the years, the majority of Eastwood’s fans were quick to dismiss Ratboy as a bad film. The film has a high rating on Amazon, despite the VHS version available for years, and which the director considered “terrible”. Sondra Locke told Wand’rin’ Star:

“In spite of the fact that Clint encouraged my project initially, his whole attitude changed when it became clear that I actually expected to make decisions as the director. It seemed that he expected me simply to take orders from him, that he would direct the film for me. When WB approved the production, it was not contingent on Clint participating at all. He simply vouched for me. I had not expected him to be involved except in supporting me, because he believed in me and cared about me. I certainly had not expected him to want to take over completely, but that is what he did. I wanted to rise or fall on my own ideas, and I was prepared for whatever that would bring. It was unexpected, and emotionally painful because of our personal relationship. I couldn’t understand or believe the way he was treating me over it.”

As soon as Locke stepped into the role of director, Eastwood began to fight her every move. He managed to “kill” about half of it. Since I’m concentrating on the creative aspects of the film, and not in Eastwood’s pettiness and malice (which is plenty), some things will be left unsaid.

Locke was aware that director and producer are often natural enemies, so she didn’t think it was a good idea to have Clint Eastwood as producer. Locke says this was not because she was ungrateful – it’s obvious she was trying to reestablish her professional respect and creative independence. She told Wand’rin’ Star:

“I felt that having Clint formally involved, with screen credit, would be counter to one of my goals which was to work again on my own, to put a little space between us professionally. As much as I had enjoyed working with Clint, and as many opportunities it provided me, it also created the impression that I was not to be taken seriously. I was there because I was Clint’s lover. I was rarely given credit for the actual work I did with him. And everyone had forgotten any of the work I had done prior to meeting Clint.”

Many others had the same opinion, telling both Locke and Eastwood that it might be better if he didn’t put “his name on it”. But Eastwood would not listen. Locke continues:

“Clint reasoned with me that he would not put his own name on the film as producer, only his company’s name, Malpaso. Of course Malpaso was synonymous with Clint. Everyone in the industry knew that. No matter what I said to him, he insisted that it would be his way. I had no choice but to relent, even though I knew it would be a major mark against me as far as validating my efforts.”

Sondra Locke wanted to work with different people for the crew, but as the producing entity (Malpaso) Eastwood insisted that she use all his ‘regulars’. This would be one more thing that would identify it as an Eastwood project. The situation started to get “nightmarish”. Everything Locke tried to do was “wrong” in his point of view. When she tried to get Gordon Anderson to contribute in any way on the film, Eastwood’s reply was: “You can’t do that, that’s nepotism!” And he said it through clenched teeth.

The situation isn’t funny at all, but it’s a bit ridiculous. According to her autobiography, Locke replied: “You’ve used Kyle and Alison in bigger roles than this, and they’d never even acted.” (The Good, the Bad, and the Very Ugly: A Hollywood Journey, p. 194.) His reaction was a surprise as he had wanted to hire Anderson for the role Sam Bottoms played in Bronco Billy, but Anderson wasn’t interested. But Clint’s argument was that he never used his children in his first film. Locke just told him “nepotism isn’t defined by when it occurs”… Anyway…


Many years have passed, and by reading about this in Locke’s book, one gets the feeling she was dealing with a spoiled brat. Inexperienced as she might have been as a director, Sondra Locke’s decisions sound right now. Even on a personal level: “I was very careful to shield the cast from anything that was going on between Clint and me”, she says.

She cast Sharon Baird to play ‘Ratboy’. Baird was a “professional for many years who had been one of the original Mousketeers on the Mickey Mouse Club. Since then, she had had a lot of experience in various children’s shows working in hot costumes and heavy makeup, similar to what would be required for Ratboy. Also, she was very small, the perfect size”, writes Locke in her book.

This is no small point. The man in charge of the makeup in Ratboy was Rick Baker, who’d won an Oscar five years before for his groundbreaking work in An American Werewolf in London. Locke was thrilled when he accepted the job. She has good memories of this collaboration:

“Rick was very inclusive of me in the original design of how Ratboy would look. I made a few requests, but Rick is a very gifted makeup artist and designer and was 95% right on track with what I imagined Ratboy should look like. Today a lot more could be done with CGI – Ratboy’s facial movements etc. –, but given the limits of prosthetics at the time I was very happy. Of course, the on-set makeup artists went through many hours of torment every morning of the production to get their makeup applied.”

So Locke was on the right path. Eastwood thought Baird was wrong for the part; it was supposed to be “Ratboy not Ratgirl!” and he claimed he could tell the creature’s neck was that of a female… Sondra Locke’s reaction is hilarious: “Who knew what the neck of a Ratboy looked like, anyway?”



The making of Ratboy was a constant struggle: Eastwood didn’t allow script changes, refused to allow Locke to hire David Alan Grier; interfered with the use of at least one location Locke wanted (Nikki’s house). The director explains:

“His need to control me seemed arbitrary and unreasonable. For instance, he wouldn’t allow me to choose the location I wanted for Nikki’s house. It was strictly a creative decision. The location I wanted was a large, once-grand, but now rundown, old house. It suggested that Nikki’s family had once had a little money and now she was trying to re-claim it. Also, it had a lot of interesting angles and visual satisfaction, with an overgrown garden etc. This location would have cost the production no more money than the one Clint insisted I use instead – a small near-apartment like house with little visuals to distinguish it. His insistence made no sense except that he simply wanted to have his way.”

She wasn’t even allowed to use the composer she wanted for the soundtrack. Clint himself chose a composer, and the work this person came up with was so over the top “that the screening audience laughed at it”, states Locke. It had to be set aside.

In the editing stage, one can only imagine Locke’s irritation when he was peeking over her shoulder, forcing her to cut all the “weirdness” from the film. So why did Clint ever got involved in the first place? He might as well stay out of the way.

The usual suspects – people who see a God in Eastwood – might view this whole situation as a personal conflict between two people, but even others who were involved disliked Eastwood’s approach and “input”. Sondra Locke explains:

“I am always open to listening to the ideas of those around me. I felt that the script needed some work, and so I showed it to a few friends and co-workers. I knew that RATBOY was a special, eccentric piece that Gordon would really ‘get,’ and so he was one of the people to whom I showed the script.”

Locke had agreed with some script changes that Anderson had suggested to her. She thought they gave more character and eccentricity to the script. When Eastwood refused to allow any of them, Locke – to check her objectivity – secretly showed them to a few others involved in the production. It seemed they preferred the Locke version. When Christopher Hewitt, Ratboy’s voice coach in the film, read the changes he said: “I love these lines; why aren’t we filming this instead?” “The Golds, who were in charge of making the film trailers, agreed: ‘The first script is a little flat-footed, but this one’s great’.”

One of Gordon Anderson’s changes to the script had been the inclusion of a line. It’s when ‘Nikki’ pulls out a gun and says, “come on, Dirty Harry, make my day!” Not surprisingly, Eastwood loved this addition, and it was the only new line that remained.

I prefer not to mention many situations regarding Clint Eastwood’s behavior during this period. They’re well documented in both Locke’s and Patrick McGilligan’s books. They range from the despicable to the obnoxious. When Eastwood realized Locke was in control of a project she really wanted to make, and had precise ideas about it, he tried to mess it up as much as he could.

When he read Locke’s changes in the script, according to Fritz Manes, Clint turned purple: “I’ve never seen him so fucking mad”. Eastwood had wrote, “‘FUCK – COCKSUCKER – SHIT’ across every page”, said Manes. (Patrick McGilligan, Clint: The Life and Legend, p. 386.)

Locke thought this reaction was due to the fact Eastwood finally understood they were quite different in artistic terms. Complete opposites. She would be “a little carbon copy” and he’d be “a mentor”. That was OK. But rewrites were NOT OK. As long as Locke had been the actor and he the director, and he was giving her orders, all was fine. The real fights started when Locke was in charge of a film. McGilligan suggests that it was only when Sondra Locke started to get out of Eastwood’s cocoon that the real problems arose.


During the spring of 1986, Sondra Locke was filming Ratboy while Clint was busy with his campaign to be elected Mayor of Carmel. He was so involved in the city’s problems that he had nickname in town, “the Phantom of Carmel”. Ratboy was a test to both Locke and Eastwood. When we see the film now, it appears that the only effort he did was to ruin it as best as he could, while Locke was trying to make it as best as she could, struggling with all the personal and professional pressures involved.

Fritz Manes was in a difficult position – he was a longstanding friend of Clint’s, as well as Clint’s producer, but he was also the producer of Ratboy and was Locke’s friend too, as much as he could. At the time, she couldn’t make the changes in the script deemed necessary because of Eastwood’s constant interference. “But he insisted that I expand the whole cop chase part of the script, which I had wanted to de-emphasize as I thought it seemed like something from a different film.” “There are these odd, flat-footed sections. That’s what I really resented about his input, and still resent”, writes Locke in her autobiography (p. 408).

Sondra Locke’s cry for independence came at a bad time for Clint Eastwood, as he was laying the ground for his prepared critical acclaim. It’s no wonder he tried to suppress Ratboy. He did win that acclaim, but was it really worth it if he only could share it with blind fanatics of his “oeuvre” and people who never question the marketplace anyway?


Sondra Locke greatly appreciated two things about Ratboy: There’s one scene where Nikki and Ratboy blow bubbles together. It was secretly written by Gordon Anderson the day before they shot it. Eastwood liked that scene a lot and praised it. He told Locke it was his favorite scene in the movie. He didn’t know that Anderson had written it. Another secret participation of Gordon Anderson was as the voice of Ratboy.

None of the people chosen by the casting director pleased Locke, who knew the effect would be ruined if the voice was cartoonish. As she told Wand’rin’ Star:

“I knew that Gordon could do it because he was good at character voices. When he had acted in New York, he did some commercials where he had to portray animals and cartoon characters, etc. I asked Gordon to give me an idea of how he thought Ratboy would sound. I liked it so much better than all the voice over artists who had auditioned, that I recorded it without using his name. I knew that Clint would not approve it if he knew it was Gordon’s voice. I was surprised and baffled by Clint’s whole childish and unreasonable objection to my wanting to use Gordon’s talents in any way whatsoever. He had always liked Gordon, and often asked for his thoughts and ideas in the past. For instance, Gordon picked the circus music for Bronco Billy. Again, it seemed arbitrary and all about control for the sake of control.”

“To prove that I was making an objective decision, I selected a record of about forty top voice people, who had auditioned, secretly including Gordon’s voice among them. When I played the audition tape for Clint, the casting director, Fritz and a few others, they all – including Clint – unknowingly picked Gordon’s voice as the best. Clint became stone-faced when he learned it. But what could he do? It had been a unanimous choice. (The Good, the Bad, and the Very Ugly: A Hollywood Journey, p. 197.)

Locke admitted that “the early screenings of Ratboy were incredibly painful”. “If I had ever felt vulnerable as an actress, it was nothing compared to being responsible for the entire end result. It would be just as comfortable to parade around the theater in the nude as to sit through an audience’s reaction to a film I directed”. (Pages 197 and 198.)

“It was even more painful because I could see all the things that I had wanted to change but had not been allowed”, she adds now.

She never forgot the sneak preview of Ratboy in Seattle. Feeling exposed and anxious, she called it an “excruciating” experience. But Locke would always be proud of Ratboy in spite of its shortcomings. It’s an uneven film. In the cropped pan & scan VHS version, the sound is bad and the image is not so good. But obviously, because of the animosity between WB, Clint and Sondra Locke, the film still wasn’t available on DVD for years. I can’t see any other reason. WB have so much rubbish on DVD, with extras and director’s cuts… Ratboy, which really deserved to be restored, wasn’t.

“I recently appeared at a local college where I had been asked to view and speak about RATBOY. It was painful to sit through the screening of the VHS copy – which is all that is available currently. It was drained of all original photographic beauty which I felt had so captured the look of Hollywood and Los Angeles. To see the cropped and scanned images was deeply depressing. It’s an experience that I will not repeat. I long for WB, at least, to release the original film version on DVD, but that may not happen.”

Sondra Locke also tells that any outtakes or material that would make a director’s cut possible may have been lost: “I doubt that there is any material preserved.”


Ratboy’s director admits that the film’s ultimate fate was mixed. It was better received in Europe, where people seemed to get the point.

“It was invited to Deauville Film Festival in France, where the critics absolutely fell in love with it and raved about it beyond my wildest fantasies. They seemed to ‘get’ all the subtext I had tried so hard to achieve. To this day, I am astounded by their reviews. ‘Run to see the film,’ they said. ‘A film beyond reproach by a genuine and gutsy filmmaker’, ‘a lucid and moving film’, ‘Sondra Locke displays a strong personality as a director, and a rare sensibility… an exquisite, inspired, masterful, poignant film’, the revelation of the 1986 Deauville Film Festival. This subtle and moving film is a bittersweet fairy tale with an edge’, ‘a jewel of a film’.”

Ratboy also got great reviews from Le Monde, Liberation, Le Figaro, Pariscope and Cahiers du Cinema. Europe, without knowing any of the battles involved, embraced the film, something which often happens with American filmmakers turned expatriates in an artistic sense.

Locke was exhilarated by this response. She called Eastwood from France, telling him Ratboy had had a standing ovation. The reply was a silence followed by a mumble: “That’s good. So when are you coming home?”


In the USA, the film was greeted with less enthusiasm. Locke already knew that the Malpaso “stamp” on it would give the critics a chance to attack it, and especially her. But she got a rave review from LA Times and appeared on NBC’s Today show. WB didn’t know how to market it properly, so it had a limited run in LA and New York.

The “Statue of Bigotry” as Lou Reed called it, still stands up as a present from France, and it’s really strange how Europe looks at American films. It’s true, most still think Eastwood is an icon. But, in time, his importance may diminish as Ratboy’s cult status may grow between his weeds. Perhaps it’s an overstatement, but don’t forget it’s the Old Continent. Eastwood isn’t that “new”. And films who deal with genuine feelings in a genuine fashion don’t always fall prey to fashion here. It’s no coincidence that, when John Cassavetes died, Gérard Depardieu rented Paris’ theatres and showed his films. Ratboy seems to be an independent film inserted in a pop art frame; too big for its origins and beyond those of a great studio, with a malicious producer at the helm.

As flawed as it may be, Ratboy is a fable that will endure – a testimony of what Sondra Locke could achieve as a director. (She made it plainer with Impulse, but she also had more control with Impulse…)

This is understandable, in a way. If you see the film today, some things don’t fit: It’s a personal project, a quirky one at that, it goes out of tune with what WB was producing at the time (or ever). It would probably fit right in if it was a Miramax project or a Fox Searchlight release, some company or studio more focused on different films that could be released at Sundance, for instance, because it’s still a mainstream film. If the circumstances were different, it could find its audience in festivals. And it’s not out of the question.

Like Sondra Locke said, the indie market didn’t exist, and there are many people who can separate personal matters from art – this is where the real point is –, and would love to see it.

It was now the end of 1987, and Sondra Locke felt she had new horizons, professionally and creatively. She discovered she loved directing. “It was more challenging for me than acting; it was much harder work, but ultimately was also more rewarding.”

In spite of its commercial failure, her work and Ratboy’s reviews impressed the top executives at WB at the time, and she was encouraged to follow that path. Locke put three other projects in development with WB. These projects were all dropped when Locke and Eastwood split a few years later.

Sondra Locke was one of the few female directors working in Hollywood at the time. Things have changed, but there still are few. Is it a “male exclusive” profession? “I don’t know the statistics today and certainly there are women working, whereas there weren’t when I started. Still, they are a tiny minority, especially in theatrically released films”, says Locke.

Her career as a director didn’t take off as she expected: She claims to be innocent at the time concerning business matters, and was more preoccupied with repairing her personal life. She never before had such a major disagreement with her partner. Locke felt that it’d be difficult to repair the personal issues between herself and Eastwood. She had seen a cold man who she didn’t know until then. And he had also seen a woman who was capable of disagreeing and fighting back. This is how Locke puts things in her book. She tried to separate personal from professional. If Eastwood was professionally jealous, she felt guilty: “I would always feel guilt If I didn’t always make those I loved happy. It would be forever a problem of mine.”

In the end, it’s the work that endures. Time will be the judge of that… too.

David Furtado

Special thanks to Sondra Locke



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