Cassavetes shot new scenes in 1959 using a script that he co-wrote with Robert Alan Aurthur.[4] The racial prejudice angle was reduced, and the three main characters were given more complications, as well as more time exploring their connectedness.[17] With financing from Nikos Papatakis and others, Cassavetes reassembled the required members of the cast and crew. Half to two-thirds of the original footage was replaced, which angered those whose work was diminished.[13][15] A 16 mm print was struck, and the new version was shown on November 11, 1959, at Amos Vogel's avant-garde Cinema 16, on a double bill with the 30-minute beat poetry film Pull My Daisy.
The first version was an ensemble performance, while the second version put more emphasis on Lelia. The revelation that she was African-American came much earlier in the second version.[18] The first version had more of a conventional narrative, but its pace was slow in sections. It also contained a number of technical flaws such as lip-sync errors. Lelia's date with Tony was greatly altered; in the first version, she only talks with him, but in the second version, she loses her virginity to him.[19] The first version had more scenes of Ben and his friends hanging around Times Square. Actor Anthony Ray, the son of famous director Nicholas Ray, had top billing in the first version, playing the part of Lelia's date Tony, but in the second version, this billing was reduced to reflect his diminished screen time. His character was given greater dignity in the second version.[17]
A major difference between the two was that Mingus' music was featured more in the first version, but the music was incongruously paired with the visuals, according to film critic Jonathan Rosenbaum. For the second version, Cassavetes replaced almost all of the Mingus recordings. For example, he removed a section in which a muted trumpet replaces the speech of character Tony on the phone, the sound mocking him.[19] Another removed part involves the Mingus band shouting out a snatch of the gospel song "Leaning on the Everlasting Arms" during a scene in which Ben and his friends are recovering from a brutal fight. The first version also uses two Frank Sinatra songs that are not in the second version because Cassavetes could not obtain the rights.[17] Mingus's saxophonist Shafi Hadi, previously known as Curtis Porter, provided most of the second version's soundtrack, expanding on a short passage that Mingus had written.[5] Hadi was directed in his improvisation by Cassavetes, who acted out all the parts for him in the recording studio.[8]
Another difference between the versions is that Ben's statement "I've learned a lesson" comes at the end of the second version, conveying to the viewer that Ben will improve himself after receiving such a cruel beating. This brings a sense of moral closure to the film. In the first version, the fight and Ben's statement appear halfway through the film, following which he is shown doing the same things again, having failed to learn his lesson. Thus, Ben is portrayed as unlikely ever to change his ways in the first version.[19]
