I began writing the feature-length script for Devils Are Dreaming in 2001 with the express purpose of directing and producing it as an independent DV feature on a shoestring budget. It would be my first feature film as a director, writer, producer, etc. My partner Ryan Ingrasin and I had a good amount of production experience in film, theatre and TV and were confident we could piece together a team of friends and acquaintances to work on the project without pay, in addition to finding free equipment, services and locations in the spirit of true independent film making.

In the end we made the entire ninety-six minute feature for a total of $21,000 (all digital, no film transfer) and managed to make it look, sound and feel like we spent much, much more.

What follows is a brief description of how we went about putting our resources in order, along with some fun anecdotes and a few pieces of luck we encountered on the way:

PRE-PRODUCTION

Our initial step was to enlist a number of old friends to help us piece together the necessary elements in Southern California where we would shoot as well as in New York where our company is based. We then produced a business plan to find money. But while looking for financing we decided to go ahead and set shoot dates for the summer of 2002 and, if worse came to worse, we’d shoot the film as a no-budget DV feature on what remained of money from my Bar Mitzvah. No kidding. I’d dropped out of college ten years prior and had never touched the remaining investments initially intended to help send me through four years of higher education.

We began weeding things out of the script and budget to get our numbers down and kept a sharp eye on all expenditures as we went along. Needless to say, finding financing for a small black comedy about high art, porn and a thirty-year-old loser caught in between proved next to impossible in the post-dot-com collapse and post-9/11 climate. So, by Spring 2002 I started tapping in to the small amount of money my family had invested back when I had braces and was listening to Duran Duran, forever dashing my mother’s hopes that I’d one day return to college.

Budget:
Our initial budget for shooting the DV film was around $600,000 since we waived fees and were aware of certain goods and services we could acquire for free from the start. As time went on we asked our Production Manager Andy Portnoy (a friend and Production Manager from Spike TV) to continually work with us on adjusting the budget as far downward as we could get it as we carved out what we could. These revised budgets gave us a constant and realistic look at what still could be done to cut corners until we were able to realistically bring the budget down to around $20,000 without totally losing production value altogether. We knew from the beginning that we wanted to make a raw, interesting psychological film so the miniscule budget didn’t daunt us.

Locations:
In all, we needed a total of twenty distinct locations to fulfill what I’d written and we decided not to pay a dime for any of them. I had finished high school, started college and worked in theatre in Orange County and LA so our small production team started revisiting old haunts and old friends to see what they could do to help. We managed to piece everything together for free via friends and family, shooting in private homes, a few local theatres, a synagogue where my father once worked, a friend’s studio, a friend’s offices, etc. We decided to steal a couple locations we knew we’d have a hard time getting permission to shoot at and planned accordingly. The only location for which we paid was in Brooklyn for a single day of shooting in a studio loft. In the end we shot at fifteen locations to cover the twenty scripted locations.

Casting:
We began looking at tape on actors after placing ads in Backstage and putting the word out to our friends in LA. I eventually went to LA twice and ran our casting sessions myself. I’m a firm believer that the audition process is intrinsically unfair and creatively stifling, so I did everything I could to help the actors feel open and comfortable so they could give it their best shot. We read well over one hundred people for the three leads, seven supporting and seventeen featured roles. We held two casting and two callback sessions.

Stephen Donovan, who we eventually cast as the lead character Joseph, came to us via friends who’d worked with him before. He showed up at the audition with open face wounds from a self-caused bicycle accident and still managed to knock us out with his comic timing and openness. He brought something totally fresh to the role and it didn’t take long for us to make up our minds. Other actors came to us through similar means and through the ads we’d placed in Backstage. Every role but for that of Cessia (Jessma Evans) and three featured characters was cast in LA.

We signed an Experimental Contract with SAG, purchased the necessary insurance, and began filling roles with truly excellent actors. We did have a couple last minute dropouts and were still casting right up to the first day of filming but every role was filled by the time we started shooting.

The only major casting problem we had concerned a scene that was to take place on a porn set. It was almost impossible to find people to take part in nude sex scenes without paying them, especially when these roles had no dialogue and existed only as marginal characters. We tried to enlist actual porn actors but money issues made that impossible. Eventually we found a couple volunteers (including an adventurous crew member, a stripper acquaintance and a friend of a crew member who was an aging former porn actor) who agreed to be nude but not to take part in simulated sex on camera. We decided we’d make up for the loss by finding porn footage to cut into the scene in Post. In the end our compromise worked well and even added a level of weirdness to what was always intended to be a bizarre section of the film.

Crew:
The crew was made up of friends and acquaintances from Southern California and New York. Many had worked some level of production before; some had never worked on any production of any kind. A few were given major positions and were asked to read up on their jobs and to step up to the plate and do them as best they could. Some were professionals in related fields that just happened to jive well with what we needed (ie an old high school friend who had a catering company did our craft service, an old high school friend who worked construction became a grip/gaffer). Everyone worked for free and did an amazing job.

Our DP James Stanek creates show-opens and graphics and is an accomplished photographer and designer. I went to high school with him and he signed on to the project the week before we were to start – Devils is his first feature as a DP. Co-Producer & Coordinator Trace Kirkpatrick and I used to produce plays together in high school and college. Technical Director Eric Emken is a tenured stage hand at the Orange County Performing Arts Center and was a friend from our college days. Our Production Sound man Paul McGlaughlin had recently graduated from USC and came to us via a mutual friend. Our grips, gaffers, PA’s, craft service, continuity supervisors, etc were almost all friends from high school and college. A few East Coast friends came out for part of the shoot to work and our New York crew was made up largely from people we knew through Ryan and my time at MTV.

Equipment:
Being that a few of us were former and current employees of MTV and Spike TV (then TNN), we started searching for equipment there first. The head of Spike TV graciously lent us two Sony DSR300 camera packages as well as equipment to make backups and view our dailies. Their involvement not only made our film possible on such a minor budget but also assured us of the best possible quality DV could provide.

Our lights were lent by a photographer friend who was on sabbatical. Our Technical Director already owned a jib and a number of smaller grip/gaffer items. He also hand-built a dolly and we rented a few odds and ends to fill in minor equipment gaps here and there. Our DP built apple boxes and diffusion frames and brought along his GL1 for hard to get shots.

Production sound was recorded via a rented boom package and fed directly into our sound man’s desk top Protools system on set. The A-list mixers at Todd AO who handled our Post Sound were amazed at the quality of our sound and that we’d had the idea and willingness to go straight in to Protools on set, which is something no one really did.

Licensing:
We had to go after two properties that I wanted to include in the film. The first was scenes from the play Blood Wedding by Federico Garcia Lorca, the rights to which are handled by a law firm in Spain. Initially we were denied the rights but after some pressing, I was allowed to meet with a representative of the firm in New York who saw that we were serious about using the play and would treat it with respect. We were granted the rights and negotiated a minor fee for them.

The second property was a poem by Jorge Luis Borges. As luck would have it, I had worked for a writer in a past life and new the agent who also handled the license on Borges’ work. He granted us rights also for a small sum.

Scheduling:
I personally broke down the script and developed a tight eighteen day shoot schedule at fifteen locations. We were taking a risk trying to shoot so many scenes (some with extras and in moving vehicles) in such a short amount of time but had to do so in order to convince everyone to take time off jobs and work for free and to limit the time we were using the cameras. But we were confident that the two camera set-ups would help make up for the lack of time and went ahead with the tight schedule.

Storyboarding:
I drew initial sketches but didn’t do all-out storyboards for the film. The sketches were intended as malleable plans that could change when we got on to set and served as a backbone instead of a bible. I’m a firm believer that too much planning kills the creative process just as a lack of planning kills progress.

Prepping the Cast:
I spoke with cast members sparingly over the weeks leading to Production. Some needed more information about their characters then others but I tried not to fill their heads with too much unnecessary contemplation. Each actor was cast because they brought something that would enliven the characters I wrote and they were directed to learn their lines and then to reword them in front of the camera. I didn’t want any of the actors getting stuck in the script word for word but to use their own intuitions about what was important to hit and what could be reworded on the spot. I would steer them if I thought they were veering too far or if they needed help but wanted them to adlib here and there and to have fun. I don’t believe an actor becomes a character but that a character becomes an actor and therefore can become something real on camera.

PRODUCTION

We started shooting in June of 2002 and careened through the ninety-six-page script, finishing the California shoot in seventeen days (plus a few days off) and without dropping anything. I returned to New York and began rehearsing the Blood Wedding scene with Jessma Evans and three other actors. We put together another crew for one day in New York (our DP flew out), rented and borrowed some equipment and shot the final day of principal photography without a hitch.

Our very first setups were at a stolen location and we were shut down by the Police just after getting the shots we needed. Apparently someone at the college location didn’t appreciate the red headed guy dressed only in a robe and boxers running through campus with a large kitchen knife. Needless to say we were elated that we’d gotten the shots we needed and were shut down without a ticket within our first hours of production. This independent, DIY, indier-than-thou state of mind stayed with us throughout the entire shoot as we faced more hurdles, a few crazy people, more stolen locations and one more Police visit (minus the shutdown).

While we worked long hours, often in unbearable heat and bizarre circumstances, we were determined to keep a positive and fun atmosphere on the set not only because everyone was working for free but because I believe that the creative process must exist on a free and open level in order to discover anything fresh. Of course we had to stick to the schedule and get things done but the crew was told specifically to make sure the actors felt comfortable so they could do their job which is intrinsically at odds with the job of the crew itself. Actors are there to bare complicated emotions. Crews are there to adjust lights, etc. The rule of the crew and schedule often kills off good acting and open creativity and we were determined that we get the best performances possible above and beyond any technical needs.

In the end, we had a team of actors and crew members who really got along like a family and everyone pitched in 110% to finish on time and with amazing dailies. The excitement on set was palpable even into the final week when everyone was over-tired, sick of the food and at wit’s end.

Shooting:
DP Jim Stanek and I were the cameramen on the entire film. We shot most scenes very quickly with both cameras running on many, but not all, setups. The use of the two cameras not only saved time but helped enhance the performances we got by not overworking scenes so that the actors could hit their emotional stride after just a few takes and we could move on.

Jim and I would sit down every morning and go over our initial plan which, as mentioned, served in many cases only as a basis from which to start. He would go off with the crew and start setting up while I worked with the actors on a walk-through. We didn’t rehearse scenes. We would often amend our initial plan in order to work around the comfort of the actors, freeing them up as much as possible to live within their moments. I avoided making them hit their marks as much as possible and we often adjusted on the fly.

We only shot necessary coverage as planned. Some scenes didn’t need close-ups so we didn’t shoot them just as some didn’t need wide shots. If we had time to spare I’d add extra shots here and there. Jim was invaluable in this respect and often added to my view of what we needed and how to get it.

Sets & Props:
Set and prop design was handled by myself along with the aid of our Technical Director, his wife, and a friend working at a major ad agency who helped us with our printing needs for free.

Wardrobe, Hair & Makeup:
Wardrobe, hair and makeup was handled by the actors themselves (with my input of course) while our Continuity Supervisors (Bonnie Lewis and Trace Kirkpatrick) monitored their use.

Extras:
We tried casting our extras ahead of time by inviting friends out for the two scenes in Orange County and one in New York. We put out the word but had problems with no-shows in OC. Luckily we had some cute girls on our crew who went out at locations and managed to bring back groups of people to spend a few hours with us and we adjusted our framing and staging in order to make things look slightly more crowded as needed. Lessons learned: 1. Never underestimate the power of a cute girl on your crew, 2. Don’t trust that your friends will show up in droves to be extras – we should have done more. Thankfully we got by with the enlisted extras and the New York scene had a good turn-out.

Food:
This was one of our largest production expenses and is of the utmost importance. We fed people the usual cheap stuff during the day but always tried to provide a good dinner meal once a day. Our caterer did an amazing job with the dinners and the daytime stuff was good until about the middle of the second week where we had a couple revolts and quickly forked out cash for a couple In-And-Out runs. The cast and crew was willing to eat cheap but we made the mistake of not changing up the menu often enough.

POST-PRODUCTION

Edit:
We found our Editor Tim Fenoglio via a friend in Denver, CO. Tim was living there working as a DP, editor and effects guy for Animal Planet and Music Link. This would be his first feature as an editor and he willingly drove his desktop system to New York and stayed for five weeks as we edited in a sublet design studio in the Lower East Side. We covered his travel and food expenses and he too worked for free, editing on AVID DV Express.

I logged and organized all 36 hours of two-camera footage and put together a paper edit before Tim arrived so we could streamline the work. We had no interns or PA’s to help me but in the end I found it highly beneficial in that I knew every inch of what we did and did not have as we went into the edit.

We did occasional screenings of cuts for friends who hadn’t been involved in the production and received invaluable feedback. Some of this feedback led us to shoot a few inserts during Post in order to further define a couple characters and to create some unscripted graphic transitions between plot turns. Our openness to ideas in Post allowed us to restructure things in a way that lead the project to a new and exciting level we hadn’t necessarily planned in advance.

Tim and I pounded out cuts until he had to return to Denver for work and I flew there a few weeks later for our final week of editing in his apartment. We finished in a total of six weeks of work.

Scoring & Additional Music:
My girlfriend Dana Ehrlich (also Associate Producer on the film) and Matthew Bixby (both of the New York punk band Stupid) scored the film at no charge. I gave them a general idea of what I was looking for knowing what kind of music they could create mainly with guitar and accordion. I wanted them to play toward the comedy in most of the film but to be aware of the tragic nature of some scenes. I didn’t want a small, barely noticeable score or one that informed the audience too directly about what they should be feeling, but one that would almost be like another character in the piece like Joseph’s subconscious was in the room with him.

They saw an early cut of the film and then went off to create music for us in a single night of stream-of-consciousness recording. Most every track was created on the spot and recorded directly to a four-track. These tracks had a raw, bizarre personality that fit perfectly within the aesthetic of the film which was itself raw and bizarre. I decided to use most of the initial tracks as recorded, resisting the musicians’ instincts toward refining them. We did add a few elements here and there such as bass and drum tracks (performed by the other members of Stupid Ben Hoyumpa and Byrd) and mixed and cut them as needed (mixed by Byrd). Strangely, there were a couple instances where a chosen track fit perfectly into a scene without any cutting.

We licensed additional music for free from Stupid and Byrd and a track from the rap duo Young Buck & D-Tay for whom we’d shot a music video a few years back.

Additonal Licensing:
Because of the problems we met in Production trying to create the sex in the porn world Joseph finds himself in we decided to use footage from actual pornos to suggest, rather blatantly, where he was. We started by stealing and adjusting footage in the hope that no one would sue us while trying to find a company to license footage to us for free. Late in Post our Co-Producer Trace Kirkpatrick tracked down a company called Dusk ‘til Dawn Productions who agreed to license footage from their series Beach Bunnies with Big Browneyes for a minor fee. I personally had to log every inch of that footage (avoiding the Browneyes as I could) and then our editor replaced the stolen shots while we were color correcting and sent us the sequences.

Sound Mix:
Marc Fishman, an old friend from my hometown Denver was, at the time, a mixer at Todd-AO Studios in Burbank. A seasoned pro, he’d mixed major films like We Were Soldiers, The Island of Doctor Moreau and countless other large budget features. He volunteered to sound design and mix the film for us and used his connections at Todd-AO to get us the mixing stage for free. I had to take two trips to LA for the ADR and mix because of scheduling issues at the studio.

It was a bizarre feeling sitting in a state-of-the-art facility after having done the rest of our work in people’s homes and with borrowed or built equipment. The mix brought the film up to an entirely new level. We were thankful our Production Sound team did such a good job capturing the sound and that we had the luck of mixing in such a great place with a badass mixer. The people at Todd-AO were fantastic and hospitable in spite of our bastard-child status there. And the A-list mix job Marc did deepened the production value and subconscious of the film to the point where the mix really was the first place I noticed that the film would actually work.

Titles & Credits:
Back in New York, I began playing with ideas for our titles and credits. Because the film was so raw and so bizarre I decided to do something totally raw for the credit roll as Stupid’s hard rocking punk song “Red Sweater” played. I personally wrote by hand every frame of the credits which I then scanned into Photoshop and adjusted for contrast. These Photoshop documents were then loaded into a desk top Final Cut system and were edited by yet another MTV friend in New York. The process took forever but turned out well.

Color Correction & Effects:
An expert in the field, our DP James Stanek handled the technical aspects of completing the color correction and effects for our digital version of the film on his desk top system. While in LA I sat with Jim as we handled the color correction and framing for letterboxing. When I returned to New York Jim continued using effects to make up for some minor mistakes in production and used Magic Bullet for the film look, the result of which is an astoundingly good looking movie. While there are still tell-tale signs of originating on DV (some digital noise, stuttering movement, momentary synch issue, etc) the look of the film took amazing leaps forward once the endless hours of digital rendering were complete. We’d embraced the digital format instead of working against it and managed to create an original, often striking look for the film.

Mastering:
Once the effects were complete we turned again to our contacts at MTV where a friend volunteered to master the film on an AVID system there for free.

Mastering for Devils Are Dreaming was finished in early 2004. The project is complete except for a transfer to film which would complete the process and totally finish the film. Invited guests screenings and screenings at festivals have been of the all-digital version of the film as of Fall 2004.

CONTACT US:
REQUEST@PLUGUGLYFILMS.COM
917.202.6068

© 2001/2003/2204 Plug Ugly Films, Inc.
Logos, film and video projects as well as music, still photos, original artwork, and scripted ideas presented on this website are protected by copyright and other applicable laws. Any duplication, distribution or exhibition of material found on the Plug Ugly Films website in whole or in part without the express written consent of Plug Ugly Films,Inc. and/or their clients and/or collaborators could result in criminal prosecution as well as civil liability. Better watch you back there Slim....