An underground film is a film that is out of the mainstream either in its style, genre, or financing.^{[citation needed]}

The first use of the term "underground film" occurs in a 1957 essay by American film critic Manny Farber, "Underground Films." Farber uses it to refer to the work of directors who "played an anti-art role in Hollywood." He contrasts "such soldier-cowboy-gangster directors as Raoul Walsh, Howard Hawks, William Wellman," and others with the "less talented De Sicas and Zinnemanns [who] continue to fascinate the critics." However, as in "Underground Press", the term developed as a metaphorical reference to a clandestine and subversive culture beneath the legitimate and official media.

In the late 1950s, "underground film" began to be used to describe early independent film makers operating first in San Francisco, California and New York City, New York, and soon in other cities around the world as well, including the London Film-Makers' Co-op in Britain and Ubu Films in Sydney, Australia. The movement was typified by more experimental filmmakers working at the time like Stan Brakhage, Harry Everett Smith, Maya Deren, Andy Warhol, Jonas Mekas, Ken Jacobs, Ron Rice, Jack Smith, George Kuchar, Mike Kuchar, and Bruce Conner.

Harry Dean Stanton (born July 14, 1926) is an American actor, musician, and singer. Stanton's career has spanned over fifty years, which has seen him star in such films as Paris, Texas, Kelly's Heroes, Dillinger, Alien, Repo Man, Pretty In Pink, The Last Temptation of Christ, Wild at Heart, The Green Mile and The Pledge. In the late 2000s, he played a recurring role in the HBO television series Big Love. In 2012, he had a brief cameo in the superhero blockbuster The Avengers.

Stanton was born in West Irvine, Kentucky, the son of Ersel (née Moberly), a hair dresser, and Sheridan Harry Stanton, a tobacco farmer and barber. His parents divorced when Stanton was in high school and later remarried.^{[citation needed]} He has two younger brothers, Archie and Ralph, and a younger half-brother, Stan.^{[citation needed]} Stanton attended the University of Kentucky in Lexington, Kentucky, where he studied journalism and radio arts.^{[citation needed]} He also studied at the Pasadena Playhouse in Pasadena, California, where his classmates included his friends Tyler MacDuff and Dana Andrews.^{[citation needed]}

Lewis Allan "Lou" Reed, born March 2, 1942, is an American rock musician, songwriter, and photographer. He is best known as guitarist, vocalist, and principal songwriter of The Velvet Underground, and for his solo career, which has spanned several decades. Though the Velvet Underground were a commercial failure in the late 1960s, the group has gained a considerable cult following in the years since its demise and has gone on to become one of the most widely cited and influential bands of the era. As the Velvet Underground's principal songwriter, Reed wrote about subjects of personal experience that rarely had been examined so openly in rock and roll, including sexuality and drug culture.

After his departure from the group, Reed began a solo career in 1971. He had a hit the following year with "Walk on the Wild Side", although he subsequently lacked the mainstream commercial success its chart status seemed to indicate. Reed's work as a solo artist frustrated critics wishing for a return of the Velvet Underground. In 1975, Reed released a double album of feedback loops, Metal Machine Music, upon which he later commented, "No one is supposed to be able to do a thing like that and survive."