In 1963, with his MGM film, A Child is Waiting starring Burt Lancaster and Judy Garland, director John Cassavetes had burned his bridges with the Hollywood studio system. Producer Stanley Kramer had fired him from the movie after Cassavetes fought with everyone including his leading lady, one report saying Garland and Cassavetes had to be physically restrained during a clash. Kramer took it upon himself to re-edit Cassavetes’ original cut, Cassavetes shouted “take my name of the picture,” and punched Kramer in the face before rushing out of the first studio screening.

In 1965, the volatile director decided to make Faces a self-financed film, much like his 1959 success Shadows. This would be his fourth film as director, the last one he shot in black and white. He said in an interview, “When I decided to write and shoot it, I came home and said to Gena, ‘Are you willing to go without all the luxuries for the next couple of years so we can put everything we’ve got into the picture?’ She said, ‘Yes – except for getting my hair done. I insist on that!’” Faces would be one of eleven collaborations between Cassavetes and his wife and muse Gena Rowlands.

According to TCM.com, Faces began as an experiment written by Cassavetes as a 10-page two-character sketch which he expanded to a 175-page script that was meant to be a play but turned into a film project. In “Accidental Genius: How John Cassavetes Invented the American Independent Film” by Marshall Fine, Cassavetes said, “I went over to Universal [Studios] – my bank – and acted in two lousy TV pilots, which bought me a movie camera and film. I then had enough to start the picture and we shot for six and a half months. We wound up with an awful lot of footage.” The footage ran 250,000 feet and the first cut ran 6 hours. Post-production took 30 months. The original budget was $10,000; it ended up costing around $275,000.

John Marley, who worked in A Child is Waiting with Cassavetes, took the role of Richard Forst, an unlikely leading man with his craggy, pockmarked face often shown in extreme close-up. Lynn Carlin, who had been Robert Altman’s secretary at Screen Gems (where Cassavetes had a job coming up with ideas for TV shows which were never made), was cast as his wife Maria. Rowlands played a prostitute, Jeannie, and Seymour Cassel, a longtime friend of the director from his New York days, played a hustler named Chet, a role tailored for him. Steven Spielberg worked on the film as an unpaid production assistant for two weeks.

In the story, Forst, a successful executive, tells Maria that he wants to end their failing marriage after he spends a drunken evening with Jeannie and a colleague (Fred Draper). He then proceeds to call Jeannie to make a date right in front of Maria. The film then goes on to show how the two deal with the situation in their different ways – Forst with Jeannie in another riotous night of heavy drinking and much laughter, Maria with her friends at a nightclub where they pick up Chet and bring him home to Maria’s where the party continues. Chet spends the night with Maria who then tries to commit suicide.

The film was shot in high-contrast black & white on 16mm film in Cassavetes’ own house and that of his mother-in-law. The cinema-verité style involved Cassavetes passing around the camera and letting everyone take a turn at shooting, according to Al Ruban, a co-producer and editor. In the documentary Making Faces, Cassavetes says, “There wasn’t one technician on the entire film. There wasn’t anybody who knew how to run a camera … we made eight million mistakes, but it was exciting and fun.” After a month of hijinks, Cassavetes decided to get more focused. But he would allow his actors whatever time they needed to experiment with their characters, constantly stopping the work to rewrite scenes. The entire set had to be lit for shooting; the cameraman had to follow the actors around wherever they moved. There were no booms; the actors were all individually miked. Production stopped when Cassavetes ran out of funds and restarted when he got more. The money he earned for his roles in Rosemary’s Baby and The Dirty Dozen (for which he was Oscar-nominated) went straight into the budget. Rowlands was pregnant through the shoot, and the two of them argued endlessly as Cassavetes would force take after take.

The documentary style of the film, replicated from Shadows, was again used to illuminate ordinary life in all its messiness, desperation, and search for meaning. The kinetic camera mirrors the abrupt shift in moods that reflect human behavior and the uncomfortable closeups reveal real people with all their flaws. Except for Rowlands’ natural beauty (helped by the skill of the hairstylist she refused to give up), the rest of the characters are ordinary and middle-aged, some even obnoxious and banal, but the audience gets to recognize their authenticity as they laugh too loud, drink too much, make stupid jokes and insult each other, covering up the pain that life inflicts on them in hurtful, self-hating and vindictive ways.

Looking back over his career Cassavetes later explained his objective. “Filmmaking to me is an investigation of what is in someone’s mind. I believe in the validity of a person’s inner desires. And I think those inner desires, whether they’re ugly or beautiful, are pertinent to each of us and are probably the only things worth a damn. I want to put those inner desires on the screen so we can all look and think and feel and marvel at them.” For those reasons Cassavetes is regarded as the godfather of American independent cinema and had a profound impact on the careers of filmmakers like Martin Scorsese, Woody Allen and Robert Altman.

A 130-minute version of Faces was screened at the Venice Film Festival where it was nominated for the Golden Lion, and Marley won Best Actor. But it was the screening at the New York Film Festival, championed by critic Andrew Sarris, which propelled the film to critical plaudits and box office success. Cassel and Carlin were nominated for Best Supporting Oscars; Cassavetes was nominated for Best Screenplay. In 2011, the film was selected for preservation in the United States National Film Registry by the Library of Congress.

The 6-hour cut is now lost; it is speculated that Cassavetes himself destroyed it. There are multiple versions of the film, a longer one running 147 minutes is in the Library of Congress. The Criterion DVD has an alternate eighteen-minute opening sequence from that cut.

Faces was restored by the UCLA Film and Television Archive with funding provided by the Hollywood Foreign Press Association and The Film Foundation. The film was shot on a variety of film stocks including a mixture of both negative and reversal materials. Upon their deposit at UCLA, it was discovered that many of the original 16 mm editing rolls were lost, and many of those that survived were deteriorating. UCLA took the surviving 16 mm rolls and blew them up to 35 mm material which was then interwoven with sequences from a 35 mm duplicate negative to complete the picture restoration. In the end, UCLA was able to salvage more than half the film from the camera original while retaining the intended look of each of the source materials. A similar situation occurred with the sound elements; much of the original full coat magnetic recording was lost. The surviving rolls were integrated with material from the 35 mm soundtrack negative.