Two vagabonds, Max Millan, a short-tempered ex-convict, and Francis Lionel "Lion" Delbuchi, a childlike ex-sailor, meet on the road in California and agree to become partners in a car wash business, once they reach Pittsburgh. Lion is on his way to Detroit to see the child he has never met and make amends with his wife Annie, whom he has been sending all the money he made while at sea. Max agrees to make a detour on his way to Pittsburgh, where the bank that Max has been sending all his seed money is located. While visiting Max's sister in Denver, the pair's antics land them in a prison farm for a month. Max blames Lion for their being sent back to jail and shuns him. Lion is befriended by a powerful inmate named Riley, who later tries to sexually assault Lion, and while not succeeding, physically savages and emotionally traumatizes him. Max rekindles his friendship with Lion, and becomes his protector, eventually exacting revenge by beating up Riley. After being released from prison, the two continue to have a profound effect on each other, although they have both undergone personal transformations and their roles have shifted—with Lion still traumatized and no longer carefree and clowning nor able even to laugh or even smile, and Max loosening his high-strung aggression. When the duo finally make it to Detroit, Lion finds a payphone and calls Annie, now remarried and raising their five-year-old son. Annie is still furious at Lion for having abandoned her, and lies that she miscarried their son. Lion is devastated, as is Annie when he hangs up after hearing the "news." When he gets off the phone, he acts overjoyed with Max about having a son. Shortly afterward, Lion has a breakdown while playing in a city park with children and later on becomes catatonic. Max promises Lion, now in a psychiatric hospital, that he will do anything to help him, and boards a train to Pittsburgh with a round-trip ticket.
approved the project, looking for a small-budget film after executives became less confident in the success of larger projects. Director Jerry Schatzberg's preference for the roles of Max and Lion were Gene Hackman and Al Pacino, and Schatzberg previously had worked with Pacino on The Panic in Needle Park. To understand their characters, Pacino and Hackman costumed themselves and went begging in San Francisco. However, Pacino, an advocate of method acting, found his techniques conflicted with Hackman, who would be silent before shooting while Pacino paced. Although Hackman had fun with the production, Pacino later commented, "It wasn't the easiest working with Hackman, who I love as an actor".
Reception
At the 1973 Cannes Film Festival, the film won the equivalent of the Palme d'Or of later years, the Grand Prix du Festival International du Film, shared with The Hireling directed by Alan Bridges. It also won Best Non-European Film at Denmark's 1974 Bodil Awards. In the U.S., Scarecrow proved to be a box office bomb. In 1973, Roger Ebert gave it three stars, comparing the story to Of Mice and Men and Midnight Cowboy, and positively reviewed the performances of Pacino and Hackman, the writing and setting. In The New York Times, Vincent Canby called Max and Lion "classic drifters" and "marvelously realized characters". In a review of the film from the time of its 2013 re-release, Peter Bradshaw of The Guardian described the film as "a freewheeling masterpiece", describing Hackman and Pacino as giving "the performances of their lives". Peter Biskind, on the other hand, described the film as being of "secondary" significance in his book Easy Riders, Raging Bulls. Scarecrow has a 75% approval rating on Rotten Tomatoes, based on 24 reviews. By 2012, Scarecrow was the best-reviewed film in Schatzberg's career. After gaining a cult following, Schatzberg had Seth Cohen write a sequel, with a screenplay completed by 2013. It would be set years later, with Max and computer worker Lion reuniting, and Lion learning his son is alive. The film sequel was made difficult, if not impossible, by the studio's lack of support and Hackman's retirement from acting.