There are many lessons to be learned from the story of the Velvet Underground, but one of the biggest is just how much you can accomplish without achieving what is generally considered success. Between 1965, when the group began to coalesce in a dingy loft on New York's Ludlow Street, and 1970, when Lou Reed walked out on his own band in the midst of an extended residency at Max's Kansas City, an established hangout for the Manhattan demimonde, the group managed to release four albums and tour a great deal. But radio ignored them, the labels they worked with had no idea how to market them, they never broke out of the rock ballroom circuit into larger halls, and between their deliberately confrontational sound, their bold lyrical themes, and their association with pop art icon Andy Warhol, the rock mainstream was either frightened or dismissive of the band. Fifty years later, the Velvet Underground are in the Rock & Roll Hall of Fame, their recordings have been reissued in lavish deluxe editions, everyone from David Bowie and Brian Eno to Nirvana and the Strokes has cited them as a key influence, and they're far better remembered than many acts that were far more popular in the day. Iron Butterfly, Procol Harum, and Steppenwolf sold a lot more records and were generally better regarded at the end of the 1960s, but it's hard to imagine a major American filmmaker making a feature-length documentary about them today.

Todd Haynes is a director and producer whose resume includes Far From Heaven (2002), Carol (2015), Dark Waters (2019), and the HBO miniseries Mildred Pierce (2011). He also has a passionate interest in music; he first made a name for himself on the festival circuit with the 1987 short subject Superstar: The Karen Carpenter Story, in which all the characters were portrayed by Barbie dolls (Richard Carpenter's refusal to grant permission to use the group's music means it only circulates as a bootleg). He also directed videos for Sonic Youth, offered a wildly idiosyncratic look at the British glam rock scene of the 1970s with 1998's Velvet Goldmine, studied the many facets of Bob Dylan in 2007's I'm Not There, and has a Peggy Lee biopic in the works. In October 2021, he released his first documentary, simply titled The Velvet Underground, and it's a unique, immersive study of how one of the most influential American bands of the 1960s came to be.

Haynes has made a different sort of rock doc with The Velvet Underground, which is fitting, since they weren't like much of anyone else around at their time, and the the characters involved weren't like the average kids with cheap guitars who got together to play the school dance or some local teen club. Born in New York City and raised in suburban Long Island, Lou Reed was a moody, troubled kid whose parents, at the advice of their doctor, signed up their son for a series of electroshock treatments, which made his personality even sharper. A young man attracted to the darker side of life, Reed was hanging out in gay clubs and using heroin while he was in college, and he was infatuated with the gritty realism of poets like Delmore Schwartz and Allen Ginsberg and novelists like William S. Burroughs and Hubert Selby Jr. He also loved music, especially the street corner harmonies of doo wop, the elemental twang of rockabilly, and the experimentalism of free jazz. As a teenager, he got a guitar, and after a single lesson (he wanted the teacher to show him how to play Carl Perkins' "Blue Suede Shoes," and when the teacher had different ideas, he walked), he taught himself by listening to records and played in bands in high school and college, with his first band the Jades issuing a single in 1958, "Leave Her For Me" b/w "So Blue."

Meanwhile, John Cale was born in Wales, and had a difficult childhood of his own. His father, a coal miner, spoke English, while his mother, a schoolteacher, would only speak Welsh, and insisted her son speak it as well. His father was often gone, and his mother was sent to an institution after contracting breast cancer when he was 11. Cale had a precocious talent for music, which was a blessing and a curse; he did very well with music lessons and landed a job playing organ in church, but he was also sexually abused by one of his music instructors and an Anglican priest. By the age of 13, Cale was playing viola in the Welsh Youth Orchestra, and attended Goldsmiths College at the University of London on a scholarship. There he developed an interest in the musical avant garde and the work of John Cage, and in 1963, under the auspices of Aaron Copland, Cale came to New York City.

From the start, Haynes emphasizes that Reed and Cale were artists of their time, but also ahead of the game and outside of the mainstream, and the circles in which they traveled overlapped thanks to Tony Conrad, a musician whose loft on Ludlow Street became a nexus for artists working in music, film, and visual media. Conrad and Cale played together in a group led by composer LaMonte Young, the Theatre of Eternal Music (sometimes known as the Dream Syndicate, a name Steve Wynn would borrow years later for his Velvet Underground-influenced band). The group's music was founded on drone textures that explored the use of harmonics, and Conrad and Cale were also digging into rock & roll singles that were rooted in similar thinking, such as the gorgeous close harmonies of the Everly Brothers and the powerful rhythms and chock-a-block guitar of Bo Diddley. Conrad was approached by a friend who was looking for musicians to play in a rock band; a staff songwriter at a low-budget record label had cut a quirky dance single called "The Ostrich," and he was forming a group to promote it. Thus Conrad and Cale were introduced to the man behind "The Ostrich," Lou Reed. When Cale discovered Reed shared his love of harmony vocals and that for the single he used a guitar with all the strings tuned to a single note -- a device also employed by Young -- he began to sense they were kindred spirits. This was the spark that would later produce the Velvet Underground.

In the mid-1960s, beat literature and minimalist drone music were not exactly the stuff of the average rock & roll band, and along with the Fugs, the Velvet Underground were one of the first notable rock groups formed to create music with a specifically adult mindset, and dealing with adult themes. Reed said on several occasions that he wanted the same freedom to investigate the gritty realities of human experience in rock & roll that was accepted and commonplace for literature and theater, and with the Velvet Underground, he did just that. They also initially emerged through the art community, not teen culture or the mainstream pop music industry, and one of the things Haynes does best is to offer a concise but fascinating history of New York's creative underworld of the '60s, as musicians, poets, artists, and filmmakers were upending cultural norms and influencing one another as different media overlapped like a Venn diagram. While it's after the formation of the short-lived Primitives to promote "The Ostrich" that Andy Warhol becomes a character in this story, his presence is already deeply felt in the visual style of this film. Borrowing the multiple images and visual counterpoints of Warhol's 1966 epic The Chelsea Girls, Haynes fills his split screens with contrasting ideas and visual textures; a careful look reveals the work of experimental film heroes Jack Smith, Shirley Jackson, Kenneth Anger, Stan Brakhage, Harry Smith and many others filling his collages, as images from dozens of other visual artists and sounds from other composers weave in and out of the mix. Haynes has set out to tell not simply the story of an unusual rock band, but the unique cultural milieu that made it possible and allowed it to grow into a singular creative experience, and the effect is dazzling to watch. The Velvet Underground is likely the most visually exciting rock documentary that has been released to date.

Reed and Cale began working together to rework Reed's uncompromised vision of street life from Dylan-esque acoustic stuff into a sound where the report of the music matched the impact of the music, and they added Sterling Morrison on guitar, who had known Reed in college, and Maureen "Moe" Tucker on drums, who was the sister of one of Morrison's friends and liked to play drums. Calling themselves the Velvet Underground (the title came from a trashy book on the sexual revolution one of them found on the street), they were playing a not especially well received engagement at the Cafe Bizarre, a venue that catered to tourists curious about New York's bohemians, when they were spotted by Barbara Rubin, a young filmmaker with a social circle that included Andy Warhol and Bob Dylan. (Rubin is photographed with Dylan on the back cover of 1965's Bringing It All Back Home, and created the ground-breaking underground film Christmas on Earth.) Rubin told Warhol and his associate Paul Morrissey that they should check out the VU; they were intrigued by what they heard, and Warhol became their manager, buying them equipment and making them part of his multi-media show Andy Warhol Up-Tight, which would soon evolve into the Exploding Plastic Inevitable. Haynes does his best to replicate the devastating sensory overload of the EPI, which featured the Velvet Underground playing on stage as two dancers with whips mimed S&M-inspired routines, several film projectors beamed moving images over the musicians and on the walls, colored lights spun around the room, and strobes added a disorienting flicker. (The film includes a warning for viewers with photosensitivity issues.) While Haynes can't surround the viewer the way Warhol and his team could in a large venue, he achieves a powerful simulacrum, blurring the edges where one image ends and another begins, and one senses that, as much as strength the music, the opportunity to bend visuals in this way is what attracted Haynes to this project, and the images are as important as the audio (and gives how good the music and sound mix is, that says a great deal).

Haynes is also unafraid to face the sexual and cultural subtexts of the Velvet Underground and their world. Haynes is gay and has dealt with issues of queer identity in several of his films. While most of the members of the Velvet Underground were straight, Lou Reed had long term relationships with men as well as women, and the gay community and S&M subculture of the early to mid-'60s were part of his lyrical worldview. Just as importantly, artists who were eager to openly explore sex and sexuality, gay or straight, were a major part of the New York art scene of the time. In the pre-Stonewall era, when (as Haynes reminds us in the film) police would routinely arrest patrons of gay bars for "the crime against nature" that meant these artists were outlaws not just in the sense that they were exploring taboo themes, but they were outside the law simply by living their lives authentically. (Movies like Jack Smith's Flaming Creatures were also regularly busted on obscenity charges, pushing the underground film scene into legal limbo.) If you subscribe to the notion that rock & roll is about sex, then the Velvet Underground were determined to show there were a lot more tones in the spectrum than boys and girls dancing together -- or even making out. Hayes is wise not to ignore this.

In Haynes' film, the Velvet Underground reach their peak during their association with Warhol, when they hit the road with the Exploding Plastic Inevitable, added the cooly beautiful German model and actress Nico to the show, and cut their first two albums, The Velvet Underground & Nico and White Light/White Heat. Haynes doesn't make much of a secret he finds Warhol and his retinue of "superstars" fascinating, and the film offers a concise tour of Warhol's Factory and the characters who were part of the passing parade, including the Velvets. (There are also plentiful excerpts from Warhol's early films, many of which are otherwise out of circulation.) It's at about the two-thirds point that the tale begins to take unfortunate turns; Nico drifts away from the group (which caused Reed no dismay), Reed fires Warhol as manager and Cale as bassist, and with new member Doug Yule, the group begins to follow a less radical path as Reed, now the uncontested leader of the VU, shows a greater desire for commercial success and recognition, even as the music remains compelling.

What might have been seen as one of Haynes' greatest challenges in making The Velvet Underground proves to be an unexpected asset. Lou Reed died in 2013, and while his voice is heard in recordings from old interviews, he's unable to dominate the material as one might expect. Instead, John Cale becomes the main figure in the talking head interview spots in the movie, and he's not only a powerful screen presence, he offers his side of their story without overpowering the narrative. Maureen Tucker is also on hand, and her comments are typically pithy and down to earth, while reminding us she was often the voice of common sense in a band with its share of recklessness. Unfortunately, Sterling Morrison, who passed in 1995, isn't very well represented, though his wife Martha shares her memories. And this is the rare rock documentary that isn't overloaded with interview footage of rock notables telling us why the Velvet Underground were important and you're supposed to like them. Everyone on hand played at least some small part in their story, and their perspectives are those of insiders speaking from first hand experience. The closest thing to an exception is Jonathan Richman, who was a VU superfan in his youth and saw them play dozens of times; he was also befriended by the group and can speak about them as artists as well as people, and his thoughts on how their music worked and the dynamics between them and their audience are some of the film's most inspiring moments.

There's only so much one can pack into a two-hour movie, and Haynes does manage to miss some details in the group's history, especially in the post-Warhol and Cale era. The movie fails to mention Maureen Tucker wasn't the band's first drummer; Angus LacLise, a poet and filmmaker, played percussion with an embryonic version of the VU, though he left before their first gig (supposedly the notion of having to show up at a certain time, start at a certain time, and stop at a certain time, was more than his muse could handle). The movie gives a short shrift to Doug Yule, who doesn't get an on-screen interview even though he's still around. He played and sang occasional lead vocals on the self-titled third album and Loaded, as well as the live recordings that were later issued on 1974's 1969 Velvet Underground Live and 2015's The Complete Matrix Tapes; considering Nico did a mere three studio recordings with the band, he certainly deserves more coverage here. Haynes, clearly a Warhol admirer, details how Reed fired Andy, though leaves out Reed's often stated reason for leaving him behind -- Warhol told Reed he had to decide if he wanted to keep playing in art galleries or pursue a higher profile career, and since Warhol's association was why they were playing galleries in the first place, he thought Andy was encouraging him to move on. The movie doesn't mention that the Velvet Underground actually continued on after Reed left the band, touring sporadically with Yule as leader, with Morrison quitting the group in August 1971, and Tucker following suit three months later. Yule finally shut down the group in 1973, the same year an album he recorded, Squeeze, was issued as a VU LP. And though some photos are shown of the band members in the 1990s, the movie doesn't clarify that they staged a reunion tour of Europe and the U.K. in 1993, though a projected U.S. leg was cancelled when tensions between Reed and Cale got out of control.

All that said, if The Velvet Underground has some minor flaws as a complete history of the band (and anyone who wants all the details should pick up Richie Unterberger's heroically researched book White Light/White Heat: The Velvet Underground Day by Day), Todd Haynes has done a magnificent job of explaining how the group came to be, and how it could have happened only in the midst of the underground art world that was thriving in New York City in the 1960s. It's true that Lou Reed, John Cale, Sterling Morrison, and Maureen Tucker were all gifted musicians with a vision, and that they demonstrated, as in most of the best rock bands, the whole was more than the sum of the parts. And hearing the music loud, clear, and remastered for maximum oomph is a delight. But Haynes is not trying to convince us that the Velvets were a great band, assuming (rightfully) that the music will do that by itself. He shows us how it happened, and that a one-of-a-kind group came out of a singular set of influences and circumstances. The Velvet Underground were like no other rock band of their time, and Todd Haynes has made a movie that inarguably establishes that fact while laying out the factors behind their evolution. He's done so with tremendous skill, a clear passion for the material, and a desire to honor the spirit of the music, the people who created it, and the times, places, and people who shaped the work. No one with even a passing interest in the Velvet Underground, or American art of the 20th Century, should miss it.

(The Velvet Underground is currently playing in select theaters, and is available for streaming on Apple TV+.)