Freeway (4K UHD Review)

  • Reviewed by: Stephen Bjork
  • Review Date: Jan 23, 2023
  • Format: 4K Ultra HD
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Freeway (4K UHD Review)


Matthew Bright

Release Date(s)

1996 (January 31, 2023)


Republic Pictures (Vinegar Syndrome)
  • Film/Program Grade: B+
  • Video Grade: A-
  • Audio Grade: A-
  • Extras Grade: A-

Freeway (4K Ultra HD)

Buy it Here!


Writer/director Matthew Bright’s Freeway is an exercise in bad taste, a deliberate middle finger to mainstream storytelling and the standards of Hollywood filmmaking. The fascinating thing is that it does all of that despite the fact that it rarely resorts to the extremities of style or content that other directors were experimenting with during the Nineties. Freeway is no Natural Born Killers, but in its own way, it’s every bit as subversive. Like that film, Freeway did run afoul of the MPAA, but that was as much over explicit dialogue as it was over explicit violence. (The fact that a few passing verbal references to sexual activity can still potentially earn an NC-17 says everything that you need to know about the ratings system.)

While Freeway does list Oliver Stone’s name as an executive producer, it has little in common with his own work, or for that matter with any of the other filmmakers who were breaking boundaries during that era. Yet it still pushes buttons in its own somewhat subtler fashion. That’s not to say that Freeway is a particularly subtle film, because it sure as hell isn’t, but the rules that it really breaks tend to be more of a conceptual sort. It’s actually a kissing cousin to the PG-13 John Waters film Cry Baby, in that it celebrates the downtrodden of society by letting them revel in their own inherent trashiness. Waters had certainly offered plenty of subversion of his own by pushing the extremities of bad taste, but with films like Cry Baby and Hairspray, he proved that he could still subvert societal norms without including any of the graphic material. Matthew Bright ran with that idea, and while Freeway is very much an R-rated film, with plenty of its own graphic bad taste on display, the real subversion that it offers is of a character-driven kind.

As the R. Crumb-inspired opening titles indicate, Bright’s story for Freeway is a riff on Little Red Riding Hood, only his heroine is anything but an innocent naïf threatened by hungry wolves. If anything, it’s a cautionary fable to warn the wolves that they might end up biting off more than they can chew. Vanessa (Reese Witherspoon) is an illiterate teenager from the deep South who has been transplanted to south Los Angeles. Unfortunately, her new setting hasn’t stopped her from being in and out of trouble with the law. When her mother (Amanda Plummer) is arrested for turning tricks and her stepfather ends up being taken along for good measure, Vanessa narrowly escapes the clutches of Child Protective Services and goes on the run instead. Her car breaks down along the freeway, so she ends up accepting a ride from the kindly Bob (Kiefer Sutherland). Bob turns out to be a wolf in sheep’s clothing, but he learns the hard way that Vanessa might not be easy prey. Freeway’s impressive cast also includes Dan Hedaya, Wolfgang Bodiston, Bokeem Woodbine, Brooke Shields, Brittany Murphy, and Conchata Ferrell.

Vanessa is a broad Southern stereotype that gleefully sails over the line of good taste into being an open caricature, and Witherspoon threw herself into the part with a punk rock fervor—Vanessa is a southern-fried Johnny Rotten, looking for anarchy in south L.A., right now. Bob may be the wolf of the story, but Vanessa is its true force of nature. The central genius of Freeway is that while Vanessa may be the protagonist, there’s nothing even remotely sympathetic about her, at least in the conventional sense. The ease with which she acts out her rebellious impulses means that she makes every situation far worse for herself than it needs to be. She stubbornly makes her own bed, and she’s only too happy to lie in it, for good or for ill.

When Bob tries to turn the tables on her and she finds herself back in the system that she tried to escape, she doesn’t just accept the role of the bad girl; she actively relishes playing the part. As a result, his attempt to turn the victimized into victimizer backfires on him spectacularly. Vanessa’s greatest strength is that she doesn’t give a damn what anyone thinks about her, and the contempt of polite society only empowers her even more. She’s unbounded by conventions of any kind, and even the law can’t confine her. There ain’t no chains, gonna hold this southern body down. Her personal empowerment serves to disempower not just predators like Bob, but the entire justice system as well. For all of the legitimately bad taste on display in Freeway, that’s where the film is at its most subversive. If there’s one thing that can scare members of polite society worse than a lurking serial killer, it’s a strong-willed, powerful woman who won’t back down to anyone. Fans of Election, take note: Vanessa would eat Tracy Flick for breakfast, spit out the bones, and never look back. It’s a memorable early performance from Witherspoon that tends to be overlooked in favor of her role in Alexander Payne’s satire, probably due to the greater topical relevance of that film. Yet if there’s one thing that never goes out of style, it’s female empowerment, and Freeway delivers plenty of that in its own rather singular fashion. Who’s afraid of the big bad wolf? Not Vanessa, that’s for sure.

Cinematographer John Thomas shot Freeway on 35 mm film using Panavision cameras with spherical lenses, framed at 1.85:1 for its theatrical release. This version features a new 4K from the original uncut camera negative, cleaned up and graded for High Dynamic Range (only HDR10 is offered on the disc). The results do a credible job of reproducing all of the textures in the film, from the hand-drawn cartoon panels during the opening credits, to the fine details of the wardrobe. Facial textures are also nicely delineated, right down to the individual pores. The HDR grade strengthens the contrast compared to the included Blu-ray, and it also heightens the colors. They’re noticeably more intense here—the red top worn by Amanda Plummer positively glows, and the sheen of Witherspoon’s red jacket is equally striking. It’s not really revisionist timing, since it accurately follows the overall color balance of the original; it’s just that everything has been turned up from 10 to 11. Given the exaggerated fairy tale nature of the story, it’s a defensible artistic choice, and it looks fantastic here.

Audio is offered in English 2.0 DTS-HD Master Audio, with optional English SDH subtitles. Freeway was released theatrically in Dolby Digital 5.1, at least in the theatres that were equipped for it at the time, while other theatres would have played it in analogue optical Dolby Stereo instead. Since that was the censored R-Rated version of the film, the uncut version never received a full 5.1 mix, and that’s why this edition only offers a 2.0 track. Vinegar Syndrome has added a new title card at the beginning of the film that states “The sound for this uncut version was finished with a 2.0 stereo mix, not a surround mix like the R-Rated version and is therefore presented with its original mix intact.” That’s not quite accurate, though, since it’s still a matrixed surround mix, just not a discrete one. (Vinegar Syndrome tends to describe all 2.0 Dolby Stereo and Ultra Stereo mixes as being stereo, not surround, but that’s simply not true.) There’s not much surround activity in the mix, mostly just some ambience and reverberations, especially for the music, but that’s not uncommon for Dolby Stereo mixes from the era, especially for this type of film. (Ultra Stereo mixes tended to be a little more aggressive.)

With all of that out of the way, this a nice presentation of the original audio. Everything sounds clear, with even Bob’s dialogue later in the film coming through intelligibly. (That comment may only make sense to those who have already seen the film.) The score for Freeway was by written by Danny Elfman, and it’s driven by some potent bass lines that dig pretty deep in this presentation. Even with a surround decoder engaged, the mix still focuses on the front channels, but that’s perfectly suitable for this kind of film. Whatever it may lack in immersion, it compensates for that in quality and balance.

Vinegar Syndrome’s 4K Ultra HD release of Freeway is a two-disc set that includes a Blu-ray with a 1080p copy of the film. The insert is reversible, featuring new artwork by Robert Sammelin on the front, and the original Republic Pictures artwork on the flip side. There’s also a Limited Edition spot gloss slipcover available directly from Vinegar Syndrome, designed by Sammelin, that’s limited to the first 6,000 units. Aside from the commentary tracks, all of the extras are confined to the Blu-ray only, in order to maximize the bit rate for the feature:


  • Audio Commentary with Matthew Bright
  • Audio Commentary with Matthew Bright and Brad Henderson


  • Audio Commentary with Matthew Bright
  • Audio Commentary with Matthew Bright and Brad Henderson
  • Vulgarity Is Timeless (HD – 30:57)
  • Producing Freeway (HD – 18:32)
  • Changing Lanes (HD – 17:15)
  • To Catch a Predator (HD – 11:09)
  • You’re Under Arrest (HD – 12:12)
  • Murder Twins (HD – 24:23)
  • Archival Interviews: Matthew Bright (Upscaled SD – 14:46)
  • Archival Interviews: Amanda Plummer (Upscaled SD – 3:07)
  • Archival Interviews: Danny Elfman (Upscaled SD – 4:23)
  • Archival Interviews: Oliver Stone (Upscaled SD – 8:06)
  • Archival Interviews: Samuel Hadida (Upscaled SD – 8:20)
  • Raw Behind-the-Scenes Footage (Upscaled SD – 6:09)
  • Original Electronic Press Kit (Upscaled SD – 5:44)
  • On-set “Soundbite” Interviews (Upscaled SD – 8:32)
  • Original Video Trailer (Upscaled SD – 1:46)
  • Alternate Scenes from the R-Rated Cut (HD – 6:32)

Matthew Bright is front and center for both of these commentary tracks, working solo on the archival track, and paired with Vinegar Syndrome’s Brad Henderson for the newly recorded one. The archival track was originally recorded for the 1996 LaserDisc release of Freeway, so the two commentaries provide a nice bookend to each other. The first represents Bright’s thoughts at the time that he made the film, while the second is a retrospective look back at it more than a quarter of a century down the road. He opens his original commentary by describing Freeway as an Artsploitation film that shows the smutty side of Little Red Riding Hood, and says it’s his celebration of young women. Between both tracks, he provides plenty of information about the cast and crew, as well some fascinating stories about the production of Freeway. If you’re curious, yes, he cast Wolfgang Bodiston after seeing A Few Good Men, so the reunion of Bodiston and Sutherland here wasn’t a coincidence. It’s also interesting (and more than a little sad) to compare his thoughts about Brittany Murphy in 1996 to how he feels about her now that she’s gone. While there’s some inevitable repetition between the two tracks, Henderson does a nice job of drawing out some different angles on the material, so both tracks are well worth a listen.

In addition to the new commentary track, Vinegar Syndrome has also included a bevy of newly-recorded interviews. They kick off with Vulgarity Is Timeless, featuring Bright providing an overview of his career, as well as more thoughts about making Freeway. He says that his very best memory is Reese Witherspoon’s performance, which stood out from the very first hour of the shoot. She gave his story something that he never could have imagined when he was writing the script. Producing Freeway offers Brad Wyman, who served as one of the many producers on the film. He’s had an eclectic career, working on varied projects like Donald Cammell’s underrated White of the Eye, Patty Jenkins’ Monster, and even the unforgettable Barb Wire. He definitely has his own angles about making Freeway, too. Changing Lanes is with editor Maysie Hoye, who explains how she went from The Player to The Joy Luck Club and then Freeway. (She also cut Vincent Ward’s What Dreams May Come, which makes her one of my own personal heroes.) To Catch a Predator is an interview with Bodiston, who gives his perspective on building a character like Detective Breer. You’re Under Arrest offers Robert Peters, who plays the undercover cop that busts Amanda Plummer at the beginning of the film. He says that it was a chaotic production due to the nature of the performances, but a great experience. Last, and about as far from least as you can possibly get, Murder Twins is a lively interview with Leanna Creel and Monica Lacy (née Creel), who played the twins that help Vanessa escape from the juvenile detention center. They’re actually identical triplets, but their other sister Joy wasn’t involved with this film. (The three of them have played various combinations of twins and triplets throughout their career.) It’s really not an interview at all, because no one else would have had a hope in hell to get a word in edgewise once the two of them get going.

The archival interviews appear to have originally been recorded for the French DVD set from Metropolitan Video that included both Freeway and Freeway 2: Confessions of a Trickbaby. Naturally, Bright is included among them, but the rest offer some different voices than the new interviews do. Amanda Plummer is at her most Amanda Plummer; Danny Elfman is soft-spoken but insightful; Oliver Stone is as grandiose and pretentious as ever; and co-producer Samuel Hadida is a bit more pragmatic. (As a Frenchman, he was looking for American projects that were a bit more off the beaten track, and he definitely got that with Freeway.)

The rest of the extras start with some Raw Behind-the-Scenes footage, some of it set to Elfman’s sinuous title theme. In lieu of any kind of making-of documentary, it’s the only way to experience what it was like to be on the set. The Original Electronic Press Kit and “Soundbite” Interviews are both standard EPK material from the era, with the cast and crew offering brief thoughts that could be used to promote the film. There’s more Amanda Plummer here, as intense as ever. The Original Video Trailer is the one that Republic Pictures used to sell the home video release of Freeway. Finally, the Alternate Scenes from the R-Rated Cut presents all of the edited scenes from the theatrical release. Unsurprisingly, given the nature of negotiations with the MPAA, it’s mostly a matter of a minor trim here and there in each of the scenes. The dialogue cuts are the most problematic, especially if you’re familiar with the uncut version—there are some pretty obvious jump cuts that don’t flow very well.

Considering the fact that Freeway has never even been available on Blu-ray before, and most of the DVD releases have been pretty bare-bones, that’s an impressive collection of extras. Nothing of note is missing from any of the previous editions, going all the way back to the original LaserDisc, and Vinegar Syndrome has added a substantial quantity of new extras as well. Add in the fact that the film itself is making the leap straight from standard definition video to full 4K Ultra HD, and you have a pretty amazing release. Despite all of the brash vulgarity on display in Freeway, it’s always been a quiet kind of a cult film. Hopefully this set helps it to develop the more vocal following that Vanessa’s story deserves.

- Stephen Bjork

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