''Billion Dollar Brain'' is a 1967 British
espionage film directed by
Ken Russell
Henry Kenneth Alfred Russell (3 July 1927 – 27 November 2011) was a British film director, known for his pioneering work in television and film and for his flamboyant and controversial style. His films were mainly liberal adaptations of ...
and based on the 1966 novel ''
Billion-Dollar Brain'' by
Len Deighton
Leonard Cyril Deighton ( ; born 18 February 1929) is a British author. His publications have included cookery books and works on history, but he is best known for his spy novels.
After completing his national service in the Royal Air Force, D ...
. The film features
Michael Caine
Sir Michael Caine (born Maurice Joseph Micklewhite, 14 March 1933) is a retired English actor. Known for his distinct Cockney accent, he has appeared in more than 160 films over Michael Caine filmography, a career that spanned eight decades an ...
as secret agent
Harry Palmer, the
anti-hero
An antihero (sometimes spelled as anti-hero or two words anti hero) or anti-heroine is a character in a narrative (in literature, film, TV, etc.) who may lack some conventional heroic qualities and attributes, such as idealism and morality. Al ...
protagonist. The "brain" of the title is a sophisticated computer with which an anti-communist organisation controls its worldwide
anti-Soviet
Anti-Sovietism or anti-Soviet sentiment are activities that were actually or allegedly aimed against the Soviet Union or government power within the Soviet Union.
Three common uses of the term include the following:
* Anti-Sovietism in inter ...
spy network.
''Billion Dollar Brain'' is the third of the Harry Palmer film series, preceded by ''
The Ipcress File'' (1965) and ''
Funeral in Berlin
''Funeral in Berlin'' is a 1964 spy novel by Len Deighton set between Saturday 5 October and Sunday 10 November 1963. It was the third of Deighton's novels about an unnamed British agent. It was preceded by '' The IPCRESS File'' (1962) and '' ...
'' (1966). It is the only film in which
Ken Russell
Henry Kenneth Alfred Russell (3 July 1927 – 27 November 2011) was a British film director, known for his pioneering work in television and film and for his flamboyant and controversial style. His films were mainly liberal adaptations of ...
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. Caine played Palmer in two later films, ''
Bullet to Beijing'' and ''
Midnight in Saint Petersburg
''Midnight in Saint Petersburg'' is a 1996 made-for-television thriller film starring Michael Caine for the fifth and final time as British secret agent Harry Palmer.
It served as a sequel to '' Bullet to Beijing'', which had been released the ...
''.
Plot
Harry Palmer, who has left
MI5
MI5 ( Military Intelligence, Section 5), officially the Security Service, is the United Kingdom's domestic counter-intelligence and security agency and is part of its intelligence machinery alongside the Secret Intelligence Service (MI6), Gov ...
to work as a private investigator, is told by a mechanical voice on the phone to take a package to
Helsinki
Helsinki () is the Capital city, capital and most populous List of cities and towns in Finland, city in Finland. It is on the shore of the Gulf of Finland and is the seat of southern Finland's Uusimaa region. About people live in the municipali ...
. The package contains six virus-laden eggs that have been stolen from the
government of the United Kingdom
His Majesty's Government, abbreviated to HM Government or otherwise UK Government, is the central government, central executive authority of the United Kingdom of Great Britain and Northern Ireland. 's research facility at
Porton Down. In Helsinki, he is met by Anya, who takes him to meet her handler, Harry's old friend Leo Newbigen. Leo is in love with Anya, but Harry sees that she is only pretending to reciprocate.
After determining that he cannot trust either Leo or Anya, Harry is abducted by his former MI5 superior, Colonel Ross, who coerces him into working once more for the British government in pursuing the conspiracy and getting the eggs back. Leo takes Harry to a secret room where a computer issues daily instructions to the local team, speaking in the same voice that summoned Harry to Helsinki. The computer orders Leo to kill Anya, but he doesn't. All go to meet a scientist who assesses the value of the eggs and Harry is introduced as a new operator.
Harry is ordered to
Latvia
Latvia, officially the Republic of Latvia, is a country in the Baltic region of Northern Europe. It is one of the three Baltic states, along with Estonia to the north and Lithuania to the south. It borders Russia to the east and Belarus to t ...
, in the
USSR
The Union of Soviet Socialist Republics. (USSR), commonly known as the Soviet Union, was a List of former transcontinental countries#Since 1700, transcontinental country that spanned much of Eurasia from 1922 until Dissolution of the Soviet ...
, where he joins rebels to obtain intelligence. After being captured and left for dead, Harry is set free by Colonel Stok, an old acquaintance from the
KGB
The Committee for State Security (, ), abbreviated as KGB (, ; ) was the main security agency of the Soviet Union from 1954 to 1991. It was the direct successor of preceding Soviet secret police agencies including the Cheka, Joint State Polit ...
. 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
Texas ( , ; or ) is the most populous U.S. state, state in the South Central United States, South Central region of the United States. It borders Louisiana to the east, Arkansas to the northeast, Oklahoma to the north, New Mexico to the we ...
, where Harry meets oil tycoon General Midwinter, who proudly displays his billion-dollar "brain", a room full of computers dispensing orders to his agents around the world. The General is planning a rebellion in
Latvia
Latvia, officially the Republic of Latvia, is a country in the Baltic region of Northern Europe. It is one of the three Baltic states, along with Estonia to the north and Lithuania to the south. It borders Russia to the east and Belarus to t ...
, which he thinks will trigger the fall of Communism worldwide. He thinks Leo has hired hundreds of Latvian agents but there are only a handful, as Leo is pocketing the money. The General plans to begin a rebellion using these agents while his private army invades to back them and simultaneously infect the Red Army with the viruses. 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, chases the train in a car, intercepts it and escorts Leo off the train with the eggs. Anya shoots Harry's bodyguards as the train pulls away from a station near the border. 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
Gulf of Finland
The Gulf of Finland (; ; ; ) is the easternmost arm of the Baltic Sea. It extends between Finland to the north and Estonia to the south, to Saint Petersburg—the second largest city of Russia—to the east, where the river Neva drains into it. ...
into Latvia. Harry and Leo attempt to catch up with the General but he orders their car to be fired on and Leo is killed. Stok knows all about the invasion and orders bombers to intercept the convoy. Rather than bombing it directly, they simply drop the bombs on the ice in its path. The convoy plunges through the ice into the freezing water and all the vehicles and soldiers—including General Midwinter—sink to an icy
Baltic
Baltic may refer to:
Peoples and languages
*Baltic languages, a subfamily of Indo-European languages, including Lithuanian, Latvian and extinct Old Prussian
*Balts (or Baltic peoples), ethnic groups speaking the Baltic languages and/or originatin ...
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. When he opens the package to inspect the eggs, he finds it full of chicks.
Cast
*
Michael Caine
Sir Michael Caine (born Maurice Joseph Micklewhite, 14 March 1933) is a retired English actor. Known for his distinct Cockney accent, he has appeared in more than 160 films over Michael Caine filmography, a career that spanned eight decades an ...
as
Harry Palmer
*
Karl Malden
Karl Malden (born Mladen George Sekulovich; March 22, 1912 – July 1, 2009) was an American stage, movie and television actor who first achieved acclaim in the original Broadway productions of Arthur Miller's '' All My Sons'' and Tennessee Will ...
as Leo Newbigen
*
Ed Begley
Edward James Begley Sr. (March 25, 1901 – April 28, 1970) was an American actor of theatre, radio, film, and television. He won an Academy Award for Best Supporting Actor for his performance in the film '' Sweet Bird of Youth'' (1962) an ...
as General Midwinter
*
Oscar Homolka as Colonel Stok
*
Françoise Dorléac as Anya
*
Guy Doleman as
Colonel Ross
*
Vladek Sheybal
Vladek Sheybal (born Władysław Rudolf Zbigniew Sheybal; 12 March 1923 – 16 October 1992) was a Polish character actor, singer and director of both television and stage productions. He was well known for his portrayal of the chess grandmaste ...
as Doctor Eiwort
*
John Brandon as Jim
*
Milo Sperber as Basil
*
Susan George as Latvian Girl on Train
*
Stanley Caine as GPO Special Delivery Boy
*
Fred Griffiths as Taxi Driver
Cast notes:
*
Donald Sutherland
Donald McNichol Sutherland (17 July 1935 – 20 June 2024) was a Canadian actor. With a career spanning six decades, he received List of awards and nominations received by Donald Sutherland, numerous accolades, including a Primetime Emmy Award ...
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.
*
Susan George makes an early appearance as a young Latvian girl on a train who offers her copy of ''
Izvestia
''Izvestia'' ( rus, Известия, r=Izvestiya, p=ɪzˈvʲesʲtʲɪjə, "The News") is a daily broadsheet newspaper in Russia. Founded in February 1917, ''Izvestia'', which covered foreign relations, was the organ of the Supreme Soviet of th ...
'' to Michael Caine.
Production
Development
Film rights were purchased by
Harry Saltzman
Herschel "Harry" Saltzman (; – ) was a Canadian theatre and film producer. He is best remembered for co-producing the first nine of the ''James Bond'' film series with Albert R. Broccoli. Apart from a ten-year stint living in St. Petersbu ...
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''. The book became a best seller. ''The New York Times'' called it "a strikingly effective thriller".
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 Under Water''.
Russell as director
Ken Russell was a highly regarded television director 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." Russell wanted to make a film about
Nijinsky with
Rudolph Nureyev
Rudolf Khametovich Nureyev (17 March 19386 January 1993) was a Soviet-born ballet dancer and choreographer. Nureyev is widely regarded as the preeminent male ballet dancer of his generation as well as one of the greatest ballet dancers of all ...
and Saltzman was interested. He suggested Russell make ''Billion Dollar Brain'' to "keep his hand in."
[Lennon, Peter: Russell's time. ''The Guardian'', 1 November 1969: 7.] "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 thundering great messes." 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''.
Shooting

Principal photography took place from 30 January to the end of May 1967.
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
Helsinki () is the Capital city, capital and most populous List of cities and towns in Finland, city in Finland. It is on the shore of the Gulf of Finland and is the seat of southern Finland's Uusimaa region. About people live in the municipali ...
and other parts of
Finland
Finland, officially the Republic of Finland, is a Nordic country in Northern Europe. It borders Sweden to the northwest, Norway to the north, and Russia to the east, with the Gulf of Bothnia to the west and the Gulf of Finland to the south, ...
, including
Turku
Turku ( ; ; , ) is a city in Finland and the regional capital of Southwest Finland. It is located on the southwestern coast of the country at the mouth of the Aura River (Finland), River Aura. The population of Turku is approximately , while t ...
. The
Riga
Riga ( ) is the capital, Primate city, primate, and List of cities and towns in Latvia, largest city of Latvia. Home to 591,882 inhabitants (as of 2025), the city accounts for a third of Latvia's total population. The population of Riga Planni ...
scenes were filmed in
Porvoo
Porvoo (; ; ) is a city in Finland. It is located on the south coast of the country, on the Gulf of Finland. Porvoo lies in the eastern part of the Uusimaa region. The population of Porvoo is approximately , while the Porvoo sub-region, sub-re ...
, also in Finland. Scenes involving "The Brain" were filmed in
Honeywell
Honeywell International Inc. is an American publicly traded, multinational conglomerate corporation headquartered in Charlotte, North Carolina. It primarily operates in four areas of business: aerospace, building automation, industrial automa ...
facilities and featured a
Honeywell 200 business computer. The remainder of the film was shot in the
United Kingdom
The United Kingdom of Great Britain and Northern Ireland, commonly known as the United Kingdom (UK) or Britain, is a country in Northwestern Europe, off the coast of European mainland, the continental mainland. It comprises England, Scotlan ...
. 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
Pinewood Studios is a British film and television studio located in the village of Iver Heath, England. It is approximately west of central London.
The studio has been the base for many productions over the years from large-scale films to t ...
, 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.
The final battle on the ice was inspired by
Sergei Eisenstein
Sergei Mikhailovich Eisenstein; (11 February 1948) was a Soviet film director, screenwriter, film editor and film theorist. Considered one of the greatest filmmakers of all time, he was a pioneer in the theory and practice of montage. He is no ...
's 1938 film ''
Alexander Nevsky
Alexander Yaroslavich Nevsky (; ; monastic name: ''Aleksiy''; 13 May 1221 – 14 November 1263) was Prince of Novgorod (1236–1240; 1241–1256; 1258–1259), Grand Prince of Kiev (1249–1263), and Grand Prince of Vladimir (1252–1263).
...
''.
[Langley, Lee: The Eisenstein file: Lee Langley describes Ken Russell's work on the Deighton thriller, "Billion Dollar Brain." ''The Guardian'', 26 October 1967: 8.]
Michael Caine's brother Stanley made his film debut as a postman in the opening sequence.
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."
However the film was liked by
David Picker at
United Artists
United Artists (UA) is an American film production and film distribution, distribution company owned by Amazon MGM Studios. In its original operating period, it was founded in February 1919 by Charlie Chaplin, D. W. Griffith, Mary Pickford an ...
who later hired Russell for ''Women in Love''.
Andre de Toth
Endre Antal Miksa de Toth, known as Andre de Toth (; May 15, 1913 – October 27, 2002), was a Hungarian-American film director, born and raised in Makó, Austria-Hungary.
He directed the 3D film House of Wax (1953 film), ''House of Wax'' (1 ...
worked on the film as a producer and said Russell ultimately "did a fine job on the film."
Soundtrack
The score is by
Richard Rodney Bennett
Sir Richard Rodney Bennett (29 March 193624 December 2012) was an English composer and pianist. He was noted for his musical versatility, drawing from such sources as jazz, romanticism, and avant-garde; and for his use of twelve-tone technique ...
. To create a relentless, harsh mood, he left out sweet-sounding instruments like violins and
flutes
The flute is a member of a family of musical instruments in the woodwind group. Like all woodwinds, flutes are aerophones, producing sound with a vibrating column of air. Flutes produce sound when the player's air flows across an opening. In th ...
and relied mainly on
brass
Brass is an alloy of copper and zinc, in proportions which can be varied to achieve different colours and mechanical, electrical, acoustic and chemical properties, but copper typically has the larger proportion, generally copper and zinc. I ...
and percussion including three pianos, which are featured prominently in the main theme, and later, together with the percussion, create sonorities similar to
Stravinsky
Igor Fyodorovich Stravinsky ( – 6 April 1971) was a Russian composer and conductor with French citizenship (from 1934) and American citizenship (from 1945). He is widely considered one of the most important and influential composers of ...
's ''
Les Noces
''The Wedding'', or ''Svadebka (''), is a Russian-language ballet-cantata by Igor Stravinsky scored unusually for four vocal soloists, chorus, percussion and four pianos. Dedicating the work to impresario Sergei Diaghilev, the composer described ...
''. The score is basically monothematic, constantly varying the main theme. For more romantic moods, it features the
ondes Martenot
The ondes Martenot ( ; , ) or ondes musicales () is an early electronic musical instrument. It is played with a lateral-vibrato Keyboard instrument, keyboard or by moving a ring tied to a wire, creating "wavering" sounds similar to a theremin. D ...
, 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
Dmitri Dmitriyevich Shostakovich, group=n (9 August 1975) was a Soviet-era Russian composer and pianist who became internationally known after the premiere of his First Symphony in 1926 and thereafter was regarded as a major composer.
Shostak ...
's
"Leningrad" Symphony, written in 1941 during the siege of
Leningrad
Saint Petersburg, formerly known as Petrograd and later Leningrad, is the List of cities and towns in Russia by population, second-largest city in Russia after Moscow. It is situated on the Neva, River Neva, at the head of the Gulf of Finland ...
. 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.
Reception
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.
The ''Guardian'' called it "just terrible". "What rubbish it all is," said ''The Observer''.
''
TV Guide
TV Guide is an American digital media
In mass communication, digital media is any media (communication), communication media that operates in conjunction with various encoded machine-readable data formats. Digital content can be created, vi ...
'' says, "Overly plotted and almost without humour, ''The Billion Dollar Brain'' (which takes its name from the computer Midwinter uses to plan his invasion) is not nearly as entertaining as its predecessors in the Harry Palmer trilogy, ''The Ipcress File'' and ''Funeral in Berlin''.
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."
[Hall p 182]
References
Further reading
*
External links
*
*
{{Authority control
1967 films
1960s spy thriller films
British sequel films
British spy thriller films
Cold War spy films
Films based on British novels
Films based on works by Len Deighton
Films directed by Ken Russell
Films scored by Richard Rodney Bennett
Films shot at Pinewood Studios
United Artists films
Films set in England
Films set in Helsinki
Films set in Riga
Films produced by Harry Saltzman
Films shot in Finland
Films shot in England
Films set in the Soviet Union
Films set in Texas
Films shot in Helsinki
1960s English-language films
1960s British films
English-language spy thriller films