Boxcar Bertha (1972), director Martin Scorsese's second film, is a loose adaptation of Sister of the Road, the fictionalized autobiography of radical and transient Bertha Thompson as written by Ben Reitman. One of producer Roger Corman's famous exploitation films, the movie was made with a modest $600,000 budget and taught Scorsese how to make films quickly and economically. Besides the name of the heroine and her freight riding, very little of the film bears any resemblance to the original story written in Sister of the Road. The film tells the story of Bertha Thompson (played by Barbara Hershey) and "Big" Bill Shelly (played by David Carradine), two train robbers and lovers who are caught up in the plight of railroad workers in the American South. When Bertha is implicated in the murder of a wealthy gambler, the pair become fugitives from justice. While this story adheres to certain conventions of exploitation narrative, it also offers a surprisingly frank look at race and gender issues in the 1930s.