Billion Dollar Brain

Billion Dollar Brain is a 1967 British Technicolor espionage film directed by Ken Russell and based on the novel of the same name by Len Deighton. The film features Michael Caine as secret agent Harry Palmer, the anti-hero protagonist. The "brain" of the title is a sophisticated computer[2] with which an anti-communist organisation controls its worldwide anti-Soviet spy network.

Billion Dollar Brain
original film poster
Directed byKen Russell
Produced byHarry Saltzman
Written byJohn McGrath
Based onBillion-Dollar Brain
1966 novel
by Len Deighton
StarringMichael Caine
Karl Malden
Ed Begley
Oscar Homolka
Françoise Dorléac
Music byRichard Rodney Bennett
CinematographyBilly Williams
Edited byAlan Osbiston
Jovera S.A.
Lowndes Productions Limited
Distributed byUnited Artists
Release date
20 December 1967 (US)
Running time
111 minutes
CountryUnited Kingdom
Box office$1,500,000 (US/ Canada)[1]

Billion Dollar Brain is the third of the Harry Palmer film series, preceded by The Ipcress File (1965) and Funeral in Berlin (1966). It is the only film in which Ken Russell worked as a mainstream 'director-for-hire', and the last film of Françoise Dorléac. A fourth film in the series, an adaptation of Horse Under Water, also to be released by United Artists, was tentatively planned but never made.[3] Caine played Palmer in two later films, Bullet to Beijing and Midnight in Saint Petersburg.

The film's credits show the title as "$1,000,000,000,000,000,000.00" and "BILLION DOLLAR BRAIN" This is the British definition of one trillion – 1 followed by 18 zeros is actually one quintillion in the short scale or one trillion in the long scale.


Harry Palmer (Michael Caine), who has left MI5 to work as a private investigator, is told by a mechanical voice on the phone to take a package to Helsinki. The package contains six virus-laden eggs that have been stolen from the British government's research facility at Porton Down. In Helsinki, he is met by Anya (Françoise Dorléac), who takes him to meet her handler, Harry's old friend Leo Newbigen (Karl Malden). Leo is in love with Anya, but Harry sees that she is only pretending to reciprocate. Leo takes Harry to a secret room where a computer issues daily instructions to Leo and Anya, speaking in the same voice that summoned Harry to Helsinki.

After determining that he cannot trust either Leo or Anya, Harry is abducted by his former MI5 superior, Colonel Ross (Guy Doleman), who coerces him into working once more for the British government in pursuing the conspiracy. Harry is ordered to Latvia, in the USSR, where he embeds with some rebels to obtain intelligence for Leo's operation. After being captured and left for dead, Harry is set free by Colonel Stok (Oskar Homolka), an old acquaintance from the KGB. Back in Helsinki, Anya tries to kill Harry while seducing him, then confesses that the computer told her to kill him. Harry locks her in a room and waits for Leo at the computer. Leo offers to pay off Harry for his trouble, but Harry insists on half of the money Leo is getting from whatever the conspiracy is all about.

The pair go to Texas, where Harry meets oil tycoon General Midwinter (Ed Begley). Midwinter proudly displays his billion-dollar "brain", a room full of computers dispensing orders to his agents around the world. The General is in the midst of planning a rebellion in Latvia, which he thinks will trigger the fall of Communism worldwide. He thinks Leo has hired hundreds of Latvian agents, but actually there are only a handful, as Leo is pocketing the money. The General plans to begin a rebellion using these agents while his own private army invades to back them, and simultaneously infect the Red Army with the viruses. Meanwhile, Leo subverts Midwinter's computer orders and escapes with the eggs. Midwinter realises Harry is a double agent, but Harry tells him what Leo is doing and convinces him that he can track Leo down.

Back in Helsinki, Leo and Anya board a train for Moscow with the eggs, but Harry, accompanied by two of Midwinter's men, intercepts them and escorts Leo off the train with the eggs. Anya shoots Harry's bodyguards as the train pulls away from the station. Leo runs after the train with the eggs. Anya takes them, but pushes him off the train. "She used me", Leo tells Harry. He then offers to help Harry stop Midwinter's insane plan, which could trigger World War III.

In personnel carriers disguised as his company's oil tanker trucks, Midwinter leads his private army across the frozen Baltic Sea into Latvia. Harry and Leo attempt to catch up with the General, but he orders their car to be fired upon and Leo is killed. Meanwhile, Stok is fully aware of the invasion and orders bombers to intercept the convoy. Rather than bombing the convoy directly, they simply drop the bombs on the ice in its path (an homage to the 1938 film Alexander Nevsky).[4] The entire convoy plunges through the ice into the freezing water, and all the vehicles and soldiers—including General Midwinter himself—sink to a cold, watery Baltic grave.

Harry awakes alone on an ice floe. Stok arrives in a helicopter with Anya, introducing her as his agent. He gives the eggs to Harry, explaining, "We don't need them; we have our own ideas."

Back in London, Harry delivers the eggs to Ross, who agrees to reward Harry with a promotion. However, when he opens the package to inspect the eggs, he finds it is now full of baby chicks.


Cast notes:

  • Donald Sutherland has a very small appearance as the computer technician who asks Karl Malden "What's going on?"; Sutherland also appears as the mechanical voice on the phone at the beginning of the film.
  • Actress Susan George makes an early appearance as a young Latvian girl on a train who offers her copy of Isvestia to Michael Caine.



Film rights were purchased by Harry Saltzman in November 1965, prior to the novel's publication in January 1966. Saltzman paid $250,000; he had already bought the rights to The Ipcress File and Funeral in Berlin.[5] The book became a best seller.[6] The New York Times called it "a strikingly effective thriller".[7]

In January 1966 Caine announced he had signed with Saltzman to make 11 films in five years, with three of the films to be Harry Palmer stories by Len Deighton: Funeral in Berlin, Billion Dollar Brain and a fourth, mostly likely Horse on the Water.[8]

Ken Russell

Ken Russell was a highly regarded television directors who had made one unsuccessful feature. Caine narrated a series of Russell's films and became friendly with the director; he recommended him to Saltzman for Billion Dollar Brain. Caine later said this was a mistake, although Russell was "an emotional genius. Billion Dollar Brain is a highly complicated thriller which needs a draftsman. The last thing you need is an emotional genius."[9]

Russell wanted to make a film about Nijinksy with Rudolph Nureyev and Saltzman was interested. He suggested Russell make Billion Dollar Brain to "keep his hand in."[10]

"We never quite realised we had a lunatic genius on our hands," said Caine in 1976. "He was the least ideal man to do a thriller. What he has is this passion to make tundering great messes"[11]

In January 1967 it was announced Russell would direct from a script by John McGrath, with Oscar Homolka reprising his role from Funeral in Berlin.[12]


Principal photography took place from 30 January to the end of May 1967.[13]

Approximately five weeks later, on 26 June, Françoise Dorléac was killed in an automobile accident in Nice, France. It is unclear whether or not her voice was dubbed by another actress, due to her death.

Location filming for Billion Dollar Brain took place in Helsinki and other parts of Finland, including Turku. The Riga scenes were filmed in Porvoo, also in Finland. Scenes involving "The Brain" were filmed in Honeywell facilities and featured a Honeywell 200 mini-computer. The remainder of the film was shot in the United Kingdom. Scenes on the ice were filmed on a disused airfield which was covered with a layer of salt. All other scenes were shot at Pinewood Studios, including the scene where Midwinter's convoy falls through the broken ice - this was done in a giant tank with slabs of polystyrene used to represent the ice itself. The large size of the tank was deemed necessary because of the decision to use real vehicles instead of miniatures.

Otto Heller – who had photographed the first two Harry Palmer films – was supposed to shoot the film but would not submit to a medical examination and so the production could not hire him.[14]

The final battle on the ice was inspired by Alexander Nevsky.[15]

Michael Caine's brother Stanley made his film debut as a postman in the opening sequence.[16]

Russell later said "it was a mistake" to make the film. "I was working with people I did not know. I was not enjoying them. One felt all the time they were working for the producer against me... It was a pity. But only because of the time wasted. You lose a year of your life when you could have been doing something better."[10] However the film was liked by David Picker at United Artists who later hired Russell for Women in Love.[17]

Andre De Toth worked on the film as a producer and said Russell ultimately "did a fine job on the film."[18]


The score is by Richard Rodney Bennett. To create a relentless, harsh mood, he left out sweet-sounding instruments like violins and flutes and relied mainly on brass and percussion[19] including three pianos, which are featured prominently in the main theme, and later, together with the percussion, create sonorities similar to Stravinsky's Les Noces. The score is basically monothematic, constantly varying the main theme. For more romantic moods, it features the ondes Martenot, an early electronic instrument, played by its most prominent soloist, Jeanne Loriod. Thus, even the tender moments have an eerie undertone.

Later on, Harry Palmer attends the end of a symphony concert, which is supposed to feature Dmitri Shostakovich's "Leningrad" Symphony, written in 1941 during the siege of Leningrad. What we hear, however, is the end of Shostakovich's 11th Symphony "The Year 1905". Yet, music from the "Leningrad" symphony is featured later on during Midwinter's speech to his soldiers in Finland and during the final battle on the ice.



The film has a 50% approval rating on review aggregator Rotten Tomatoes, based on 6 reviews with an average rating of 5.9/10.[20] Author and critic Anne Billson calls this "by far" the best film of the series, noting that critics and audiences did not like it on first release.[21]

The Guardian called it "just terrible".[22] "What rubbish it all is," said The Observer.[23]

Michael Caine thought the visuals were "stunning" but felt "Ken Russell lost the story somewhere and no one could care a damn about what was going on because they couldn't follow what was going on."[24] However he later said "I respect Ken and I'd love to have done Woman in Love." (Caine had been offered a role but turned it down due to the nude wrestling scene).[25]

Deighton published another in the Harry Palmer series, An Expensive Place to Die in 1967. However there were no more Harry Palmer films until the 1990s.


  1. "Big Rental Films of 1968". Variety. Penske Business Media. 8 January 1969. p. 15. Retrieved 17 July 2018. Please note this figure is a rental accruing to distributors.
  2. The computer consoles in the film are Honeywell 200 mainframe consoles.
  3. "Par 'Funeral' Opening Dec. 22 in New York". The Film Daily. Vol. 129. 22 August 1966. p. 90. Retrieved 17 July 2018.
  4. DP. "Billion Dollar Brain". Time Out London. Time Out Group. Archived from the original on 5 July 2009. Retrieved 3 August 2008.
  5. Shooting For 'Sixpence': More On Movies By A.H. WEILER. New York Times 14 Nov 1965: X9.
  6. BEST SELLER LIST New York Times (]30 Jan 1966: BR5.
  7. Criminals at Large By ANTHONY BOUCHER. New York Times 16 Jan 1966: BR18.
  8. 'Ipcress File' Success Surprises Caine Los Angeles Times 4 Jan 1966: b6.
  9. Hall p 179
  10. Russell's time Lennon, Peter. The Guardian 1 Nov 1969: 7.
  11. CRITIC AT LARGE: Cockney of the Walk Champlin, Charles. Los Angeles Times 23 Jan 1976: oc_b1.
  12. 'Gold' Will Be in Cinerama Martin, Betty. Los Angeles Times 30 Jan 1967: d21.
  14. Ellis, David A. (2012). Conversations with Cinematographers. Lanham: Scarecrow Press. p. 5. ISBN 9780810881266.
  15. The Eisenstein file: LEE LANGLEY describes Ken Russell's work on the Deighton thriller, "Billion Dollar Brain" Langley, Lee. The Guardian 26 Oct 1967: 8.
  16. Another Caine to make debut The Christian Science Monitor17 Feb 1967: 4.
  17. THE MAKING OF 'WOMEN IN LOVE The Observer 2 Sep 1973: 25
  18. De Toth, Andre (1996). De Toth on de Toth. Faber and Faber. p. 152.
  19. Interview on Film Score Monthly, quoted in Bond1965 (8 November 2005). "R.R. Bennett's BILLION DOLLAR BRAIN". Film Score Monthly Forum. Archived from the original on 6 July 2009. Retrieved 17 July 2018.
  20. "Billion Dollar Brain (1967)". Rotten Tomatoes. Fandango Media. Retrieved 17 July 2018.
  21. Billson, Anne (1991). My Name is Michael Caine. London: Frederick Muller. p. 37. ISBN 9780091750558.
  22. New films Roud, Richard. The Guardian 17 Nov 1967: 9.
  23. Arthurian flannel Mortimer, Penelope. The Observer 19 Nov 1967: 24.
  24. Hall p 182
  25. Hall p 183


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