Lovable outlaws, buddy comedies, and Westerns have always been a part of the cinematic landscape. But it was Butch Cassidy and the Sundance Kid that first combined those elements into a box office smash, setting the tone for the dozens (hundreds?) of action comedies that have followed. It also put Robert Redford on the A-list (Paul Newman was already there), and introduced audiences to the bizarrely anachronistic pop song “Raindrops Keep Fallin’ on My Head.” Here are a dirty dozen facts about one of our favorite movies about bad guys.

1. “MOST OF WHAT FOLLOWS IS TRUE” ISN’T TRUE.

That disclaimer at the beginning of the film, a variation of the familiar “based on a true story,” is tongue-in-cheek. The reality is that much of the lore surrounding Butch and Sundance was difficult or impossible to confirm or debunk, so screenwriter William Goldman (who’d primarily been a novelist before this) just went with it. In fact, that’s why he wrote a movie instead of a book: he was interested in the story, but he didn’t want to do the laborious research into day-to-day turn-of-the-century frontier life that a novel would require.

2. PAUL NEWMAN WAS IN FROM THE BEGINNING, BUT FINDING HIS CO-STAR TOOK SOME WORK.

When he wrote it, Goldman had in mind Newman—then perhaps the biggest movie star in the world—and Jack Lemmon, who’d done a 1958 Western called Cowboy and seemed like a good fit. Lemmon turned out not to be interested, and numerous other candidates were approached, including Steve McQueen (see below), Warren Beatty, and Marlon Brando. Newman’s wife, Joanne Woodward, suggested Robert Redford, a stage actor who’d been in a few films but was considered something of a lightweight. Woodward, Newman, and director George Roy Hill all pestered the reluctant 20th Century Fox bosses until they conceded to casting Redford.

3. THE PRESIDENT OF 20TH CENTURY FOX COULD HAVE LOST HIS JOB FOR BUYING THE SCREENPLAY.

Not because he bought it, but because he paid $400,000 for it. Richard Zanuck, son of Fox co-founder Darryl F. Zanuck, was authorized to spend $200,000, and later had to justify to the board of directors his decision to spend twice that much, especially since $400,000 was more than anyone had ever paid for a screenplay before. (That’s about $2.7 million in 2015 dollars, a figure that has been paid plenty of times.) The price turned out to be worth it, as Butch Cassidy and the Sundance Kid was the top-grossing film of 1969. But despite that and a few other hits, Fox was hemorrhaging money due to expensive flops like Dr. Dolittle, and Zanuck was fired in 1970.

4. STEVE MCQUEEN DROPPED OUT OVER BILLING.

If Newman was the biggest movie star in the world at the time, Steve McQueen was right up there with him. The idea of casting not one but two mega-stars as Butch and Sundance made perfect sense, but there was a problem: whose name would go first in the credits? Fox president Darryl F. Zanuck later said that he proposed an unusual arrangement where half the prints of the film would list Newman first, the other half McQueen, but McQueen (or his representatives) wouldn’t accept anything other than top billing across the board. And that was that.

5. IT WAS “THE SUNDANCE KID AND BUTCH CASSIDY” UNTIL THE CASTING WAS SETTLED.

Once they’d settled on Redford as Newman’s costar, a new (minor) issue arose. Newman thought he was playing Sundance in what had heretofore been known as The Sundance Kid and Butch Cassidy. It turned out Hill, the director, actually wanted him to play Butch, and Redford to play Sundance. No problem; Newman was fine with the switch. But now they had a situation where the character being played by the less-famous actor came first in the title. The obvious Hollywood solution: reverse the title. “The Sundance Kid and Butch Cassidy” sounds weird to us now (as does the notion of Redford being significantly less famous than Newman), but there you go.

6. THEY HAD TO CHANGE THE NAME OF BUTCH AND SUNDANCE’S GANG TO STEER CLEAR OF SAM PECKINPAH.

In real life, Butch and Sundance’s crew of bandits were collectively known as the Wild Bunch, and were so named in Goldman’s script. But as the film was going into production, Fox execs became aware of a Warner Bros. property called The Wild Bunch, written and directed by Sam Peckinpah. It wasn’t about the same guys, but it was a Western, and the story bore some coincidental similarities. What’s more, WB was rushing to get it into theaters before Butch Cassidy and the Sundance Kid. So calling anybody “the Wild Bunch” in the Butch and Sundance movie was out of the question. Fox’s solution was to rename them the Hole-in-the-Wall Gang, after a place in Wyoming that Butch (and other bad guys) sometimes used as home base.

7. NEWMAN DID HIS OWN BICYCLING STUNTS. BECAUSE THE STUNTMAN COULDN’T.

The studio sent a guy who practiced Butch’s showing-off moments for days ahead of time, but when it came time to shoot it, he couldn’t stay upright. Newman ended up doing most of it himself, which looked better on camera anyway. (The one shot he didn’t perform—the one at the end where the bike crashes through a fence—was done by cinematographer Conrad Hall.) Director Hill was duly annoyed by the waste of money on the bike stuntman.

8. NEWMAN GOT MAD AT REDFORD FOR DOING HIS OWN STUNTS.

To be fair, Redford’s stunts were a lot more dangerous. It was the scene where Sundance leaps onto the top of a moving train and runs stealthily across the cars. It wasn’t that Newman was jealous of Redford’s derring-do—he was concerned for his safety. “I don’t want to lose a costar” is what Redford recalls Newman saying. Chastened (and touched), Redford agreed it was a selfish move on his part, and he refrained from risking his life after that.

9. KATHARINE ROSS WAS BANNED FROM THE SET FOR BEING TOO HELPFUL. 

The 29-year-old actress, an Oscar nominee for playing Elaine Robinson in The Graduate, played Sundance’s girlfriend, Etta Place. In real life, she was dating (and would soon marry) cinematographer Conrad Hall, and that’s how she got into trouble. Ross was interested in photography, and while observing a scene that she wasn’t in, she asked Hall if she could operate one of the cameras. There were several cameras in use for this particular scene, so it didn’t matter (to Hall, anyway) if one of the less important ones was operated by an amateur, just for fun. Many crew members felt otherwise, and director Hill was furious when he found out. He sent word to Ross back at her hotel that she was no longer allowed on the set except when she was working. “It became a very difficult shoot for me,” she later said. “In fact, it took me a long time before I even wanted to see the film.” 

10. THE FILM HAD TO ENDURE ADDITIONAL EDITING BECAUSE IT WAS TOO FUNNY.

One of the complaints some critics had about the movie was that the glib, humorous tone felt anachronistic. They should have seen the earlier cut, which was even more uproarious. Zanuck later recalled that test-screening audiences found it too funny, funnier than the studio had in mind. They wanted it to be an amusing Western, but not an all-out comedy Western (a genre that tended to do poorly). The film was sent back for re-editing to take a few laughs out and make the whole thing feel a little more respectable.

11. THERE WAS A SUPER-POSSE IN REAL LIFE, BUT WITH A VERY DIFFERENT OUTCOME.

The film depicts several of the best lawmen teaming up to hunt Butch and Sundance as a group (which could actually make for a very interesting movie on its own). For a 30-minute chunk of the film, our heroes are on the run, barely staying a step ahead, ultimately escaping by leaping into a river and then moving to Bolivia. That’s all an embellishment of the truth. There was a super-posse, but they didn’t engage Butch and Sundance in much of a chase: as soon as Butch and Sundance heard who was in the group, they fled, knowing they’d never be able to beat them. The hunt was over before it started.

12. THEY WANTED TO SHOOT SOME OF IT ON THE SET OF HELLO, DOLLY!

The script called for a sequence where Butch, Sundance, and Etta go to New York before heading for South America. Recreating turn-of-the-century New York would be prohibitively expensive—but as it happened, 20th Century Fox had another movie in production for which just such a set had been built: Hello, Dolly!, the movie version of the hit Broadway musical. Maybe the Butch Cassidy team could borrow it for a few days? But Fox’s Zanuck nixed it for general cost-cutting reasons (and possibly because the Hello, Dolly! team objected). Instead, Hill created a montage of period photographs with the actors pasted in. 

Additional Sources:
DVD interviews and features
Paul Newman: A Life, by Shawn Levy
American Film Institute