Kelly wrote "Southland Tales" shortly before the September 11 attacks. The original script involved blackmail, a porn star, and two cops. After the attacks, Kelly revised the script. He said, "original script was more about making fun of Hollywood. But now it's about, I hope, creating a piece of science fiction that's about a really important problem we're facing, about civil liberties and homeland security and needing to sustain both those things and balance them." He described the film as a "tapestry of ideas all related to some of the biggest issues that I think we're facing right now . . . alternative fuel or the increasing obsession with celebrity and how celebrity now intertwines with politics". With the film's premise of a nuclear attack on Texas, Kelly wanted to take a look at how the United States would respond and survive while constructing a "great black comedy."