It had been a long road, but at last Marvel Studios— or more accurately, the studio head Kevin Feige— had a chance to bring the superhero Black Panther to the big screen. Feige might have suspected that the film would be special; but it’s doubtful that even he expected how much of an impact it would have. With actor Chadwick Boseman locked in to play the titular character, the next most important thing would be to find a director who could pull off a solo Black Panther film. Among the candidates would be an up-and-coming filmmaker whose paths would take Marvel Studios and his own to new heights: Ryan Coogler.

How Chadwick Boseman Became Black Panther

Before he got his solo film, Black Panther appeared as one of the ensemble players in 2016’s Captain America: Civil War. And yet, even in a film with nearly all of the Avengers players, and a new Spider-Man, Chadwick Boseman stole the show: He was born to play T’Challa.

It wasn’t just his phenomenal acting ability; Boseman truly embodied the presence of a king. He’d originally studied to be a director and playwright at Howard University, but shifted to acting with the encouragement of Phylicia Rashad (who was a visiting teacher back then) and the financial support of Denzel Washington (who later jokingly asked Boseman for his money back). After he was fired from a role on a soap opera because he didn’t want to play a racial stereotype, Boseman decided that he would act on his own terms; he would not accept roles that played into assumptions.

That’s why he refused to play T’Challa with a British or American accent when Marvel asked him to. “It felt to me like a deal-breaker,” said Boseman. If he had ceded, he believed that every line he spoke would imply that Wakanda had been colonized at some point. He said,

“I was like, ‘No, this is such an important factor that if we lose this right now, what else are we gonna throw away for the sake of making people feel comfortable?’”1

Black Panther wasn’t the first film that Marvel Studios had considered Boseman for; casting director Sarah Halley Finn had seen him audition for the role of Drax in Guardians of the Galaxy; while the part went to Dave Bautista, Boseman had impressed Finn so much that she recommended him for the role of T’Challa.

Boseman found a dialect coach from Paytel, South Africa; as well as working with Marvel’s dialect coach Sarah Shepherd to master an accent colored by Xhosa, one of the native tongues of South Africa. His objective was to “find something that people would feel is authentic and real, and that hopefully most people will understand. That was the main thing.” He also sat in auditions for supporting roles; Winston Duke’s audition turned into a wrestling match, while Letitia Wright broke through Boseman’s regal poise and made him smile.

And just as a monarch sets the rules for his kingdom, Boseman’s choice of a Xhosa accent became the vocal template for the other actors playing Wakandans.

Producer Nate Moore, who’d advocated for including The Falcon in Captain America: The Winter Soldier, was tasked as the creative producer developing Black Panther. Discarding all the previous attempts and scripts, Moore picked Joe Robert Cole, a graduate of the now-defunct Marvel Writers Program to write a fresh script. For Cole, it was more than a paid gig. He says,

“As a kid I played a lot of make-believe and I would change every hero to black. Instead of James Bond I was James Black; instead of Batman, Blackman. Little brown kids, including my own, don’t have to do that. That’s amazing to me. This is the movie I wish I’d had to look up to.”

With a script in place by May 2015, and as filming was underway for Captain America: Civil War, Moore and Feige started looking for a director to helm the solo Black Panther film. Their first choice was Ava DuVernay, to whom they’d also offered Captain Marvel. DuVernay was drawn to Black Panther, but in the end, she turned down the role (as well as Captain Marvel). She says,

“I’ll just say we had different ideas about what the story would be. Marvel has a certain way of doing things and I think they’re fantastic and a lot of people love what they do. I loved that they reached out to me. I loved meeting Chadwick and writers and all the Marvel execs. In the end, it comes down to story and perspective. And we just didn’t see eye to eye. Better for me to realize that now than cite creative differences later.”

So Feige and Moore turned to two other directors: F. Gary Gray, whom they’d considered earlier for The Winter Soldier) and Ryan Coogler, who’d impressed them with the recent release of Creed, a Rocky spinoff. When Gray chose to direct The Fate of the Furious (the eighth film in the Furious franchise), Coogler became their top choice. Moore remembers Coogler’s crucial meeting with Feige:

“One of his questions to Kevin was, ‘You realize that this movie is going to be predominantly a Black cast?’

“‘Yeah, obviously,’ Feige replied matter-of-factly. ‘That’s why we’re doing it.’”

Boseman approved of Coogler’s appointment.

“The way he works, I feel like he’s very methodical. He’s cerebral, and there’s almost an intuition that he has in terms of working with all the different departments. I think he brings the independent filmmaker to a big budget movie, and that brings a certain amount of grit and reality to something that is fantasy.”

In January 2016, Marvel Studios made an announcement: Coogler would direct the Black Panther solo movie.

How Ryan Coogler Made Black Panther

In a rare move, Coogler bypassed the in-house Marvel artists to hire his own crew of department heads he believed could make Wakanda feel Afrofuturist and real:

• Cinematographer Rachel Morrison (the first female director of photography on a Marvel Studios movie);

• Costume designer Ruth E. Carter, who’d worked on a dozen movies with Spike Lee, and received Oscar nominations for her work on Lee’s Malcolm X and Steven Spielberg’s Amistad;

• Production designer Hannah Beachler, who worked on Moonlight and also Beyoncé’s “visual album” for Lemonade;

• And composer Ludwig Göransson.

To make it as authentic as possible, the Black Panther team made multiple trips to the African continent. Carter spent some time in Central Africa; Coogler and several others went up to the east coast, starting in the South African province of KwaZulu-Natal; and Göransson went on tour with Senegalese musician Baaba Maal. Also on the trip itinerary: scouting for locations, gathering visual references, and also visiting scientists to discuss “the concussive and sonic properties of the fictional metal of vibranium”2.

The trip proved crucial. Beachler says:

“When I came back we reworked everything. There was a lot achieved because of my experience of being able to touch and feel and be there and see.”

The most radical part about Black Panther is that the fictional kingdom of Wakanda was spared the scourge of colonialism by European powers; this would be a challenge to make convincing— what would such a nation, that had never been colonized, never experienced slavery, look like? Beachler says: “There’s not a lot of representation for that anywhere in the world.” Wakanda’s fictitious existence critiques Western European empires by asking what could have been achieved in the African continent if its people hadn’t been forcibly removed in chains, or its lands arbitrarily divided between colonial powers.

Boseman said,

“You might say that this African nation is fantasy. But to have the opportunity to pull from real ideas, real places and real African concepts, and put it inside of this idea of Wakanda—that’s a great opportunity to develop a sense of what that identity is, especially when you’re disconnected from it.”

Production got underway. As described in MCU: The Reign of Marvel Studios:

Working with Coogler, Beachler mixed traditional design from sub-Saharan African nations (such as Nigeria, Kenya, and Burundi) with speculative technology; she put mag-lev hovercrafts, which she guessed were still twenty-five years away in the real world, next to “thatched roofing on skyscrapers.” She generated a 515-page “Wakandan Bible” that outlined not only design influences but also the different cultures of Wakanda and how they interacted visually. Colors carried thematic weight—purple was royalty and wisdom, blue was colonization, green was connection to the Earth. When Carter designed the clothes of Wakanda, she further developed these visual motifs. “I would say the Afrofuturistic model is the one characteristic that goes throughout the Wakandan community,” Carter said.

By this point, the Creative Committee was no longer in effect. In May 2015, Iger— in a rare move to keep Kevin Feige from leaving due to clashes with Marvel CEO Ike Perlmutter— split Marvel Studios away from the rest of Marvel and brought it directly under the Walt Disney Studios; Feige would report to then-chairman Alan Horn instead of Perlmutter. Coogler, then, had free reign (more or less) to make the movie he wanted. Marvel Studios didn’t even force him to include other MCU characters3. The director cast his frequent collaborator Michael B. Jordan as the antagonist Erik Killmonger, with the rest of the cast including Lupita Nyong’o, Angela Bassett, Forest Whitaker, Daniel Kaluuya, and Letitia Wright. For the leader of the Dora Milaje, he cast Danai Gurira.

But before cameras rolled in 2016, Boseman received some grave news: he had stage three colon cancer. The actor kept it quiet; outside of his family, only few people knew about his condition— that short list included producing partner Logan Coles, his longtime agent Michael Greene, and his personal trainer Addison Henderson. Boseman’s brother Derrick would say that the actor didn’t want people to worry about him; he also seemed confident that he could beat the cancer and didn’t want to stop working.

Perhaps he understood the importance of playing T’Challa, and didn’t want to miss out on the chance to make an impact. It seems incredible that, despite undergoing treatment, Boseman showed up for an intense production filled with stuntwork that would have wiped out most people.

Filming Black Panther— Production Gets Underway

At Pinewood Atlanta Studios (later renamed Trilith Studios) in Georgia, production was underway. Beachler built large sets, including a majestic waterfall fighting arena dubbed “Warrior Falls”— 120 feet wide and 40 feet tall, with over 125,000 gallons of water cycling through it. The setting for two major showdowns, production shot here for two full weeks, with actors standing in six inches of standing water.

Meanwhile, the Russo brothers were concurrently shooting Avengers: Infinity War in Atlanta; since the third act included a major battle in Wakanda, the Infinity War crew drew on the expertise of their Black Panther counterparts to get the look of Wakanda right; while Boseman—along with Letitia Wright, Danai Gurira, and Winston Duke—were the Wakandan ambassadors on the Infinity War set.

Joe Russo recounts,

“I remember Chadwick taking [Anthony Russo] and I aside and explaining to us the mythology they’d been developing.”

Anthony Russo chimes:

“He would go off and work with some of the other actors on the sort of Wakandan formation.”

Adds Joe:

“He would take them through the chants, the pronunciation, the diction, the form that they would take, how they would hold their body in attack stance.”

Anthony sums it up:

“He was the leader of Wakanda.”

On January 21, 2017, filming was underway, under the title Motherland. Atlanta was a stand in for Oakland—Coogler wanted to begin and end the story in his hometown—as well as the fictional Museum of Great Britain in London (the High Museum of Art) and Atlanta City Hall (a United Nations building). Cinematographer Rachel Morrison, reuniting with Coogler after working on Fruitvale Station, says that despite the film’s scale, she found that it wasn’t too different at a camera level. Though she adds,

“That speaks much more to the way Ryan likes to work than a Marvel movie per se.”

She largely used a two-camera setup, “with a C and D camera and occasionally more,” using Panavision ARRI ALEXAs (3.4K ArriRaw with Arri Alexa XT Plus cameras and Panavision Primo lenses). For Morrison, the lighting was the biggest challenge. She recalls:

“The magnitude of the lighting was much bigger than I’d experienced before. We had [ARRI] SkyPanels surrounding entire sets. We built an entire jungle on a sound stage!”

Morrison elaborates on how they shot a flashback scene in an apartment building4:

“We put SkyPanels in every single unit and my gaffer had a dimmer board. We would say, let’s have them watching TV, and we would program it in. We could adjust the lighting in every apartment, and that is something I had never even imagined before.

She adds:

“The SkyPanel has become a really incredible tool. I think that was something I really learned on Black Panther, discovering the versatility of color and being able to wirelessly dim and wirelessly change colors. It’s really kind of amazing how shifting a blue into purple or a change in light intensity can be done off an iPad.”

She notes that she could also change lights during a blocking rehearsal, saying:

“It’s just the touch of a button, and you don’t have to tell the actors to clear the set while you bring in a twelve-step ladder and throw scrims on a light. If you’re going for a magic hour look, but you don’t know whether the intention is warm, sunny magic hour or a cool-dusky magic hour, you can program both looks and ask the director, do you like A or B? That’s an incredibly versatile tool.”

For the visual effects, production VFX supervisor Geoffrey Bauman collaborated with Morrison and the stunt coordinator and team to ensure everyone was on the same page. Industrial Light and Magic (ILM)—one of the film’s VFX vendors— and the art department had to figure out how to blend a high-tech city of advanced technologies with African culture.

ILM VFX supervisor Craig Hammack explains, “African culture has symbology, colour and richness and a certain amount of earthy material qualities that make things difficult to design as a futuristic city.” While non-dystopic futuristic cities are characterized by vast amounts of clean and complex shiny glass and steel, ILM needed to figure out how to produce buildings that were rooted in the tones or natural materials associated with Africa, reflecting “mud bricks or thatch roofing”.

“We had to depart from a strict understanding of physics and go into a movie cheat world,” comments Hammack, “but the mandate was to keep the city really grounded in iconic African heritage.”

Hammack spent time in Uganda, one of several African locations used in the film. Hammack found the same blending of culture and modern architecture visible in Uganda itself. He says,

“I was fortunate enough to spend 10 days in Uganda shooting helicopter footage and ground plates and I got to experience the culture… [Ryan Coogler] had a very strong opinion of wanting to celebrate the surrounding we were in.”

South Korea was the final location on the filming schedule— a car chase in Busan referencing other cinematic car chases from Drive (2011), Bullitt (1968) and The French Connection (1971)— before second unit flew to gather location footage from Uganda, Zambia, and South Africa. On April 19, nearly three months later, filming wrapped up, and Coogler entered the editing room with his frequent collaborator Michael Shawver (Fruitvale Station, Creed) and Marvel veteran Debbie Berman (Spider-Man: Homecoming). James Bond and The Godfather were major influences on Black Panther, so the editors kept this in mind while working.

The pair worked on separate sections while collaborating and commenting on each other’s scenes— Berman was especially protective of scenes with the female characters: “I cared a lot about the women in the film. They were my ladies and I had their backs.”

In fact, it was Berman who pushed Coogler to do some reshoots for the battle:

“One of the things we picked up in additional photography was the battle at the end of the film where the Dora Milaje, the female warriors, are surrounded, and right at the last minute they get saved by the male Jabari warriors. I said to Ryan, I really feel we’ve built up the most spectacular female empowerment figures and they’ve been kicking ass this entire movie and then right at the end, to have the men come in and save them undercuts what we built up throughout the film. Ryan thought and thought about it, and said what if some of the Jabari warriors were female? I was elated.

“They had already shot this massive battle sequence with all the Jabari warriors being men, so in additional photography they went and they created some female Jabari warriors. Just to drive the point home, the very first warrior who breaks through the force field and saves the Dora Milaje is a female warrior. And that’s one of the examples how additional photography just took something and made it better.”

Other reshoots were pickups for Daniel Kaluuya to strengthen W’Kabi’s motives with a line or two making it clear why T’Challa’s friend sided with Killmonger.

The movie’s diversity, both in front of and behind the camera, was not lost on Berman:

“When I was on the set for additional photography, I suddenly had this flash. Ryan and Rachel [Morrison, the director of photography] and I were standing together discussing a shot, and I suddenly saw there was an African American director, a female DP, a female editor, and we were making a $200 million film together.”

Since Black Panther would be the first superhero film with predominantly non-white characters, there was a lot of pressure to deliver. Boseman noted,

“Because it’s the first of its kind, this movie, that you want to make sure you do well. There’s a fear that if it doesn’t do well, it’ll be a long time before it happens again. So it’s not even just for you, it’s for other artists that will come after you.”

Coogler was constantly stressed. On the Good Hang with Amy Poehler podcast, he recalls:

“When I would be stressed on Panther, I would say, ‘Man, I gotta hurry up and do this or I’m gonna get fired.’ And [Boseman] would say, ‘Hey, man, stop saying that.’ He actually pulled me to the side and was like, ‘Yo, stop saying that, man.’ I’m like, ‘No, I truly believe that.’ He was like, ‘Yo, I’m not going to let anything happen to you... I’m not letting nobody fire you, bro, so please stop saying that. Relax, man. Do your work, enjoy it.’ That very act of being present, he was so good at that. So I think about that all the time.”

Back in Burbank, though, the Marvel Studios was much more confident. Watching the dailies uploaded by the Black Panther team, they knew they had a hit on their hands.

Black Panther defies expectations

During game four of the NBA finals on June 17, the world got their first glimpse of Black Panther via a teaser trailer. It got streamed eighty-nine million times in twenty-four hours online— the most views for any trailer apart from Star Wars: The Last Jedi.

At San Diego Comic-Con a month later, Coogler showed a sizzle reel of the casino fight that led to the Busan car chase. This moment is recounted in MCU: The Reign of Marvel Studios:

“Boseman and the other cast members, sitting on the stage in Hall H, craned their necks to watch the footage behind them; it was the first time any of the actors had seen a completed scene. At the end of the clip, the crowd gave them a standing ovation. “I saw Chad crying,” said actor Daniel Kaluuya, who spontaneously started hugging the rest of the cast. “To be a part of something like this, I feel so blessed, man. I feel mad privileged.”

Buoyed by the enthusiasm, Marvel Studios opened the coffers for advertising, spending around $150 million to promote the film; that kind of money was usually reserved for an Avengers movie. But the company had a hunch: to hold back would be a mistake.

They were right. When Black Panther opened on February 16, 2018— in the middle of Black History Month— the movie held the number one spot at the American box office for five weeks in a row, the first film to do so in the 21st century since James Cameron’s Avatar, and ultimately grossed $1.347 billion dollars worldwide. It also earned the best reviews for a Marvel film. Not only did the film defy expectation that February was a bad month for genre films; it also VERY LOUDLY disproved the Hollywood belief that movies with Black leads didn’t do well in international markets.

On top of all this, Black Panther managed to accomplish something that even The Dark Knight had been unable to do: it earned an Oscar nomination for Best Picture, along with nominations for Best Original Song, Best Sound Editing, and Best Sound Mixing; ultimately winning for Best Costume Design, Best Production Design, and Best Original Score.

By hiring Black artists and designers, Coogler had created a film that wasn’t just immersive and fun, but proof that— when Marvel Studios hired the right person and got out of the way—a superhero film could be more than a theme park attraction and distraction; it could become a legitimate cultural event5.

As Marvel Studios prepared to wrap up its decade-long Infinity Stones arc, and with the contracts of stars Robert Downey Jr. and Chris Evans expiring, the studio believed that Chadwick Boseman was the rightful heir to lead the next wave of its superheroes. Meanwhile, Coogler was snapped up quickly for the Black Panther sequel; and also hired to develop a Wakanda-based television series for Disney’s then-nascent Disney+ streaming channel.

Coogler had a strong idea in which direction the sequel would go: keen to examine how T’Challa adjusted into his role as the Wakandan king. Set post-Avengers: Endgame, the themes of fathers and sons once again would be prominent; only this time, T’Challa would be the father coming to terms with the existence of his son, Touissant, with love interest Nakia (Lupita Nyong’o). On the son’s eighth birthday, Touissant would go with T’Challa into the bush and live off the land, as part of an ancient Wakandan ritual between fathers and sons, only “something happens, and T’Challa has to go save the world with his son on his hip.” That something, presumably, would be Prince Namor the Sub-Mariner, causing problems for Wakanda as his kingdom of Talokan tangles with the United States.

Filming was expected to start either in late 2019 or early 2020. But the coronavirus pandemic temporarily shut down production, and the sequel was scheduled to start shooting in March 2021. The unexpected gain in time was a rare break, allowing Coogler and Cole to continue working and fine-tuning the script. Alas, the delay would prevent the team from filming what might have been Chadwick Boseman’s final performance: On August 28, 2020, Boseman died of complications from colon cancer6. He was 43 years old.

How Coogler, the Black Panther team, and Marvel Studios adjusted to the loss of Chadwick Boseman

The actor’s death came as a shock, depriving the world of a singularly unique talent taken too soon. The untimely tragic death of Chadwick Boseman recalls the death of John Cazale (The Godfather, Dog Day Afternoon, The Godfather Part II), who also died from cancer at the young age of 42. For friends and colleagues who didn’t know about Boseman’s health condition, the news was devastating.

In an official statement, Coogler said,

“I spent the last year preparing, imagining and writing words for him to say, that we weren’t destined to see. It leaves me broken knowing that I won’t be able to watch another close-up of him in the monitor again or walk up to him and ask for another take.”

For Coogler, Boseman’s death almost made him quit filmmaking altogether. He says:

“I was at a point when I was like, ‘I’m walking away from this business, I didn’t know if I could make another movie period, [let alone] another Black Panther movie, because it hurt a lot. I was like, ‘Man, how could I open myself up to feeling like this again?’”

In fact, Marvel Studios told Coogler that if he chose not to make a sequel following Boseman’s passing away, they would not pressure him or his team to do so. Internally, the studio must’ve been grappling with how to proceed without Boseman to lead them— there is an alternate universe in which Marvel Studios did not have to bring back Robert Downey Jr. and Chris Evans for the fifth and sixth Avengers films to rescue the shaky ground that the studio was on, had Boseman lived.

But in the end, Coogler chose to go ahead with a sequel. He recalls,

“I was poring over a lot of our conversations that we had, towards what I realized was the end of his life…I decided that it made more sense to keep going.”

In the end, Coogler and Cole retooled the script. Instead of a father and son story, Black Panther: Wakanda Forever brought the female characters to the forefront, especially Letitia Wright’s Shuri, and revolved around coping with the loss of T’Challa, who dies offscreen in the opening moments. Hardly any acting was necessary, as the story reflected the real sorrow of the cast and crew. It retained Prince Namor as the antagonist, and elements from the script— such as Namor’s kingdom entangling Wakanda and the United States in a conflict— were retained. Given everything, the sequel did a good job, and actually feels the most personal superhero film both in the Marvel Cinematic Universe and among its competetion; but it’s also hard not to feel a profound sense of what-if, given Black Panther’s and Namor’s rivalry in the comics7.

The loss of Boseman makes Black Panther even more special, highlighting the actor’s uniquely singular talent that elevates the superhero film into something better. To date, no other Marvel film has come close to capturing the monumental lightning bolt that was Black Panther; perhaps no other Marvel film will. Logan Coles, Boseman’s producing partner, said that in one of their last conversations, the actor urged him to keep talking about their accomplishments. He recalls that Boseman instructed him, “Tell ’em what we did. Tell them all the work that was done and what I had to go through to tell those stories.”

Thanks for reading! If you liked this essay, you can sign up here for more issues. If you’d like to support Three Left Feet Media, share this newsletter with a fellow film lover you think would appreciate it.

Long live the movies!

D.L. Holmes

A lot of people, and I include myself in this list, did not know anything about Black Panther. I’d seen him in a few comic book team-up events, but for the most part, I was ignorant. Plus, I was more of a DC guy anyway— Spider-Man was probably the only superhero I liked from the Marvel stable.

That’s why Ryan Coogler’s Black Panther blew me away when it came out in 2018. It was fun, exciting, emotional, and unlike anything from Marvel Studios at that point. The critical and commercial reception backed this up, including the first-ever Best Picture Oscar nomination for a superhero film, and over $1 billion at the box-office.

So naturally, my love of the film and my curiosity about how it was made prompted me to research into the making of Black Panther. It ended up as a much longer essay than I intended when I discovered details about previous attempts to make a Black Panther movie, and why it took such a long time to bring the character to the screen. So much so that I needed to split up the essay into two parts.

Let’s start, then, as most stories do.

In the beginning, there was the Black Panther…

The Origins of Black Panther

Before he got his own series, before he was an integral part of the Avengers, Black Panther was an anti-hero who first appeared in the pages of Fantastic Four #52 in July 1961.

Created by Stan Lee and Jack Kirby1, Black Panther was the alter-ego of Prince T’Challa, descended from a long line of ‘Black Panthers’, leaders of the fictional Wakanda who wear the mask to protect their homeland. Over time, his agendas shifted and he became the first Black superhero in mainstream American comics. But despite his popularity, commercial sales weren’t great, and it wasn’t until the 1998 launch of the Marvel Knights line that Black Panther finally got his time to shine.

Writer Christopher Priest and artist Mark Texeira reinvented the character, envisioning him more as a monarch of a technologically advanced nation who also happens to be a superhero; Priest imagined T’Challa as a cross between president Nelson Mandela and Frank Miller’s Batman. Priest also introduced the character Everett K. Ross as a bridge between the African culture of the Black Panther mythos and Marvel’s predominantly white readership. Other influences included writer Chris Claremont’s work on the X-Men comics, as well as The West Wing.

Priest and Texeira’s take on the superhero took off, and these elements would become canon in Black Panther comic book lore. When writer Ta-Nehisi Coates took over the Black Panther title in the 2010s, he cited Priest as having had “the classic run on Black Panther, period, and that’s gonna be true for a long time”. Some of these would wind up in the 2018 movie, such as the Dora Milaje being the Panther’s female bodyguards versus their original characterization as beautiful teenage girls with the potential to become the Panther’s wives. But before Ryan Coogler got his chance to make the movie— in fact, even before Priest and Texeira’ Marvel Knights relaunch— someone was already extremely keen to make a Black Panther movie in the 1990s. That someone was Wesley Snipes.

How Wesley Snipes Tried— And Failed— To Make A Black Panther Movie

In the 1990s, actor Wesley Snipes was in demand. He’d had a string of hits including New Jack City, White Men Can’t Jump, Passenger 57, Demolition Man, and Rising Sun. When Marvel approached him and his then-manager, Doug Robertson, Snipes was hooked by the prospect of playing Black Panther. Here was a chance, Snipes thought, to buck cinematic portrayals of Africa as a depressing, desolate land; here was a chance to show its lush history and beauty.

Snipes explains:

“Many people don’t know that there were fantastic, glorious periods of African empires and African royalty — Mansa Musa [emperor of the West African Mali Empire] and some of the wealthiest men in the world compared to the wealth of today. That was always very, very attractive. And I loved the idea of the advanced technology. I thought that was very forward thinking.”

But, as is always the case, there were troubles.

Although Columbia Pictures was locked in as the film’s studio2, finding a writer and director was a struggle. For one, Snipes had to make it absolutely clear that his Black Panther movie was about the Marvel comic book superhero, not the 1960s civil rights revolutionaries. In an interview, Snipes recalls a memorable meeting with John Singleton, who’d made the successful Boyz n the Hood at 23, which took an unexpected direction:

“I laid on him my vision of the film being closer to what you see now: the whole world of Africa being a hidden, highly technically advanced society, cloaked by a force field, Vibranium. John was like, ‘Nah! Hah! Hah! See, he’s got the spirit of the Black Panther, but he is trying to get his son to join the [civil rights activist] organization. And he and his son have a problem, and they have some strife because he is trying to be politically correct and his son wants to be a knucklehead.’

Laughing, Snipes continues,

“I am loosely paraphrasing our conversation. But ultimately, John wanted to take the character and put him in the civil rights movement. And I’m like, ‘Dude! Where’s the toys?! They are highly technically advanced, and it will be fantastic to see Africa in this light opposed to how Africa is typically portrayed.’ I wanted to see the glory and the beautiful Africa. The jewel Africa.”

Ultimately, the project stalled, despite Snipes’ enthusiasm and efforts. Snipes says,

“We were so far ahead of the game in the thinking, the technology wasn’t there to do what they had already created in the comic book.”

But though he missed his chance to play Black Panther, Snipes would still get his opportunity to redefine superhero films when he became attached to play a different Marvel superhero: Blade.

The Rise of Marvel Studios

In the year 2000, Marvel struck a deal with Artisan Entertainment to make at least 15 Marvel superhero franchises consisting of live-action features, TV series, direct-to-video films and internet projects. Among these characters included Captain America, Thor, and Black Panther. At the time, this iteration of Black Panther— described as “a black Indiana Jones-style character”— still had Wesley Snipes attached to produce and star. But for every dream in Hollywood that comes true, many more die in the process.

Three years after announcing the joint venture, Lionsgate bought Artisan Entertainment. In 2005, Marvel reacquired the rights to its characters, including Black Panther; the comic book company had decided to strike out on its own into the movie business under its own production arm, Marvel Studios. Under the guidance of Marvel chairman and CEO Avi Arad, and Marvel Studios president and chief operating officer David Maisel, the company put into motion a plan to develop 10 new film projects, one of which included Black Panther.

By 2007, producer and soon-to-be Marvel Studios president Kevin Feige said that Black Panther was very much a part of their plans:

“It’s hard to talk too far in the future, but Captain America and Thor and Black Panther and the Avengers are all on our development slate right now.”3

The success of 2008’s Iron Man boosted the confidence of Marvel Studios. Scribes selected through the now-defunct Marvel Writers Program had to pitch ways to launch Marvel’s lesser-known properties like Doctor Strange, Nighthawk, and yes, Black Panther. Christopher Yost (who co-wrote the scripts for Thor: The Dark World and Thor: Ragnarok) recalls having to pitch a Black Panther movie for his interview into the Writers Program. Feige stressed the importance of Marvel’s movie superheroes lineup not feeling “like a completely white, European cast.”

Progress was promising, yet frustratingly slow, but in 2011, there was a glimmer of hope when documentary filmmaker Mark Bailey was hired to pen a script for a Black Panther movie.

The reasons for the delay are myriad. At the time, especially pre-Avengers, Marvel Studios was still untested as being able to deliver consistent blockbuster hits. It was also reliant on a $500 million credit line from Merrill Lynch to fund its project slate. Iron Man was a hit, true, but could the company deliver similar success stories without the likes of Robert Downey, Jr.?

But perhaps the biggest obstacle to getting Black Panther made was Marvel Enterprises CEO Ike Perlmutter and the Marvel Creative Committee in New York4. Before when he was just a producer, and after he succeeded Maisel as the president of Marvel Studios, Feige was constantly butting heads with his boss and the Marvel parent company— and one of the issues was about diversity.

For instance, Perlmutter wanted all the team members in 2012’s The Avengers to all be men— it was writer-director Joss Whedon who insisted that the team include at least one woman, ideally Black Widow, and Feige backed him up5. The Marvel CEO, whose business was toys, cherry-picked data from budget sheets to claim that “female action figures didn’t sell, that female-led comic books underperformed compared to top-line male heroes, and that previous movies based on female superheroes had failed at the box office.” Another member of the Marvel team in New York even told Disney’s then-CEO Bob Iger that “female superheroes never drive big box office.”

And, of course, the big one for them: Black superheroes didn’t sell to international audiences. Hollywood has long maintained that films with black leads or predominantly black casts struggle at the global box office; consequently, the number of black-led film projects produced were limited, with fewer roles available for black actors, and it became a vicious self-fulfilling prophecy.

For Feige, this was more than a hindrance: Black Panther was a priority project for him, and as his track record of successes grew, so did his clashes with Perlmutter and the Creative Committee. He mentioned the challenges he faced to Iger one day; Iger, who made it a point not to interfere with the companies that Disney had bought (Pixar, Marvel, and Lucasfilm), made a rare move to call up Perlmutter and tell him to stop obstructing Feige’s efforts to diversity their film slate. Iger recounts in his memoir The Ride of a Lifetime:

“I’ve been in the business long enough to have heard every old argument in the book, and I’ve learned that old arguments are just that: old, and out of step with where the world is and where it should be.”

Perlmutter ceded to Iger’s requests. Not that he had much choice: Iger was his boss, and the only person who actually outranked him.

In October 2014, an audience of fans, journalists, and some of the Marvel directors gathered at the El Capitan Theatre. Feige took the stage and, after touting their successes and box-office records, laid out the plan for the next five years: eight movies, including Doctor Strange and Captain Marvel. “We have planted a lot of flags,” he said6. But he’d saved his best card for last, as recounted in MCU: The Reign of Marvel Studios:

“[Feige] brought Robert Downey Jr. and Chris Evans onstage to introduce the actor he saw as the future of the MCU. “Black Panther himself,” Downey drawled, “ladies and gentlemen, Mr. Chadwick Boseman.” As Boseman strolled onstage, the crowd erupted, and Downey pumped his fist.

Ten years earlier, Black Panther had been one of the ten characters put up as collateral to secure a line of credit from Merrill Lynch; now, Feige was finally able to announce a Black Panther feature film, the Black-led superhero movie that he had long fought for, with a release date of November 3, 20177. It was time to introduce the rest of the world to Black Panther and Wakanda.

But before his solo film, the character would be making his debut in a star-studded affair Marvel affair: Captain America: Civil War.

Here ends Part 1 of this essay. Part 2 will be released on 24th April, 2026.

Thanks for reading! If you liked this essay, you can sign up here for more issues. If you’d like to support Three Left Feet Media, share this newsletter with a fellow film lover you think would appreciate it.

Long live the movies!

D.L. Holmes

Reader, I confess: It had me at profit.

The premise of Hunting Matthew Nichols is straightforward: A documentarian sets out to solve the cold case of her missing brother’s disappearance, and turns a disturbing piece of evidence that suggests he could still be alive.

This was the idea that Markian Tarasiuk pitched his friend Sean Harris Oliver one day during a game of tennis. Or rather: What if “a Netflix true crime documentary… turns into a horror movie?”

After the COVID-19 pandemic shut down the Vancouver-based artists’ respective theater companies, Tarasiuk wondered what they could to “stay creative”. Oliver liked the idea and wrote an early 50-page outline for Tarasiuk to direct. Shot over 12 days in 2023 on a budget of $275,000, the finished version opened at last on April 10, 2026, three years later, on over 1,000 American screens.

That’s partly because of what happened along the way.

Canadian distributor Moon7 caught the film at an early festival screening, and approached Tarasiuk and Oliver: they thought the micro-budget horror film had prospective commercial potential and would like to distribute the film.

The team contacted former National Association of Theatre Owners head John Fithian, whom they knew about from the trades. They sent him a copy of the film while approaching approaching distributors and solicited his opinion. He suggested they push for a theatrical release.

Oliver says:

“[Fithian] said, ‘This movie could really do well in theaters. Why don’t you guys hold off on taking a distribution deal?’”

Encouraged by this support, Tarasiuk, Oliver, and the Moon7 founders— Jacob Crawford, Matt Drake, and Alejandro Colmenero— set off on a “traveling roadshow” to meet with the heads of the key American theater chains, including AMC and B&B Theatres. Their expectations were realistic, maybe even lofty for an indie: Perhaps “200 or 300 screens” and “a little indie release”.

Instead, Regal Cinema said, “We think 1,000 to 1,200 screens is a good starting place for this film.”

Crawford also spoke to the theater owners and addressed their anxieties about opening new, unknown films for fickle audiences. He says,

“[Theater owners] voiced a lot of their frustrations and some of the stresses that they’re feeling with the industry and said, ‘Here’s how you can help us. Let’s find a new model, let’s find a new way to bring you a film like this to a ton of screens across the nation.’ In parallel, they know that we’re not a studio, we don’t have a huge P&A budget, but for them, they wanted to understand, ‘Do you know who your audience is? And do you have a plan to get to them?’ That’s when we pitched an innovative marketing plan.” (emphasis mine)

Despite the micro-budget, the filmmakers had money set aside for a shoestring-yet-effective guerilla marketing, inspired by previous independent features such as The Blair Witch Project. Moon7 hired Kai Gayoso and Range Media Partner’s Awareness Creation (who also worked on Conclave’s viral campaign) as consultants.

They decided to lean into the film’s true crime angle, launching a flyover near the Los Angeles Griffith Observatory with a banner that was guaranteed to grab interest: “Help Us! FindMatthewNow.com”. The tactic worked, leading to online ticket sales.

They also posted hundreds of “Missing” fliers tied to the film posters, drawing over 5,000 organic scans to QR codes.

Digital marketing was equally vital: they created an elaborate online alternate reality game (ARG) with a trail of puzzles and clues allowing fans to help solve the mystery puzzles (the website is still available to play here).

All of this at a fraction of the cost of studio films.

The marketing plan impressed the theater owners, increasing their confidence that Tarasiuk and Oliver, along with Moon7, understood their target audience and knew what they were doing.

This guerilla marketing, one that eschewed traditional methods to save costs, created buzz that helped fill screens long before the movie was released; two weeks before Hunting Matthew Nichols opened, Reddit sleuths predicted it would be a part of AMC’s Scream Unseen preview series; that contributed to even more word-of-mouth goodwill.

In its first week at the box office, it grossed $600,000. That might not seem like much until you consider that the figure is more than double of the film’s budget; and thanks to presales, no doubt buoyed by its clever tactics, Hunting Matthew Nichols easily recovered its budget and made a profit before the film opened. Everything from here on out is profit.

Tarasiuk believes that the team’s passion helped them collaborate harmoniously with the theater owners and others who supported the film. He says:

“I think my naïveté and lack of experience with a theatrical rollout has been really eye-opening, because I look at it from this point of, ‘I feel like all these things have been done wrong and I’m new at this. Am I crazy in saying that maybe it’s some of this other stuff, too?’ It’s been fun to point out all these things. When everybody’s like, ‘Well, that’s just how it’s done,’ I ask, ‘Can we just change it? Can we just try something else? If it’s not working for you guys, instead of complaining, let’s be part of the change to get audiences to engage with our art.’”

But it might be the sold-out hometown premiere in Vancouver on April 2 that vindicated the cast and crew, especially since the Canadian film industry is overshadowed by American cinema. Miranda MacDougall, the lead in Hunting Matthew Nichols, says:

“We’re such a service town for so many American productions, specifically in Vancouver. We’re all so excited, and we really believe in the content and writing and vision that is alive, outside of productions coming to Canada to get their stories made on a tax break or with a ‘cheaper can do’ attitude. We love championing Canadian films.”

Hunting Matthew Nichols is worth closely examining because it offers a viable blueprint for other indie filmmakers to make a film that reaches people and, more importantly, recoup the investment.

Here are 4 key lessons from the film:

1. Know thy audience. Given the film’s true crime roots, the team tapped into the true crime audience, the horror film fan audience, and the found footage horror audience. Clearly identify your target audience, then tap into them.

2. ALWAYS HAVE A MARKETING PLAN, AND HAVE MONEY IN THE BUDGET FOR MARKETING. Instead of splurging on expensive cover spreads and billboards, the team embarked on a guerilla marketing campaign that combined analog marketing with digital marketing, building organic traction.1

3. Genre genre genre2. Save your anguished dramas once you’re an established filmmaker. When you’re starting out, unknown, and making your first feature film, always go with genre. Drama works best if you— or your writer— has a dinstinctly unique voice, like that of Aaron Sorkin, Paddy Chayefsky, Charlie Kaufman, Sam Shepard, or Richard Linklater. See, writing good drama lives and dies on your ability to: a) to write good dialogue and complex scenes, and b) find good actors. In genre films, good dialogue, complex scenes, and good actors aren’t entirely necessary. They help, certainly! But they don’t have to be great, just good enough. After all, people remember Mad Max for its car chases, not its performances; ditto for genre films like The Blair Witch Project, The Terminator, and Saw. Whether its horror, thriller, action, or science-fiction, make a genre film. Also, because GENRE SELLS BETTER!

4. Dream big, keep the budget small. By proving that they could make a film on a tiny budget and by recovering the costs, you can be assured that financiers will be more confident and interested in investing in the filmmakers’ next feature film, which can mean getting a bigger budget to tell the story in a bigger way.

Watch the “Hunting Matthew Nichols” trailer below.

Thanks for reading! If you liked this essay, you can sign up here for more issues. If you’d like to support Three Left Feet Media, share this newsletter with a fellow film lover you think would appreciate it.

Long live the movies!

D.L. Holmes

Taped to James Cameron’s editing machine was a razor blade with only one simple instruction: ‘Use only if film sucks’.

Instead of taking time to put some distance between the dailies and the experience of shooting— to see it with fresh eyes— Cameron immediately got to work on editing Titanic. Production had gone over schedule and wrapped only on March 28, 1997; Twentieth Century Fox— co-distributing with Paramount Pictures— wanted the film ready for a summer release date of July 2, 1997. It had been a long road from the bottom of the North Atlantic ocean where Cameron dived to see the Titanic wreck to Fox’s office and the set at the newly constructed Baja Studios, where it was shot. But the journey was far from over. In fact, new battles were about to be fought.

Editing begins on Titanic

Titanic marked Cameron’s complete transformation as a writer-director-editor, joining a select group of multi-hyphenate filmmakers1. The editing team also included Richard Harris, who’d trained Cameron on how to use the Avid on True Lies, and Conrad Buff, who’d worked with Cameron since The Abyss. The Avids were set up in the filmmaker’s Malibu house. Cameron would deal with visual effects and other matters during the day; and at night, alone, he would cut the film. Sometimes, he’d recut Harris’s and Buff’s work; sometimes, they’d recut his; but it was a collaborative process, with Cameron having final authority. Titanic needed a three-body team: whereas a typical three-hour drama yielded about 608,000 thousand feet of film to cut, Cameron had shot twice that much.

The visual effects of Titanic

Although Digital Domain was the primary vendor, the company was overwhelmed by the sheer number of visual effects and needed to share the workload. One of the things that Digital Domain did focus on was using motion capture for digital crowds, though the nascent technology had shortcomings: the clothing never looked convincing, and the faces had a rubber mask-like effect. Wisely, Cameron used them sparingly.

I have to say, though, that the visual effects are far less noticeable on a LCD or CRT screen; whereas I got a rude shock the first time I watched Titanic on a high-definition LED screen, I had a rude shock because the motion capture effects are quite noticeable.

I’d watched Titanic on both types of screen before, but the first time I watched the film on a high-definition LED screen, I had a rude shock because the motion capture limitations were extremely visible. It’s true: High-definition TVs ruin watching older movies. The shot in question, by the way, is the one where the camera swoops in and around the Titanic, a kind of money shot showing the ocean liner in all its glory2. Cameron would sit down with film critic Roger Ebert to explain how it was done:

“The people were all computer graphics. The way we did it was, we had people act out all of those individual behaviors in what we call a ‘motion capture environment.’ So, a steward pouring tea for a lady seated on a deck chair - that was all acted out and then that motion file was used to drive and animate those figures. The end result is like you said: We pull back down the full length of Titanic, and you see 350 people all over the decks, doing all those different things. The same technique was used for the sinking, when you see hundreds of people on the ship jumping off or rolling down the decks.”

I’d argue that despite the shortcomings being more apparent, the power of the scene still holds because the visual effects are in service of the emotions, instead of being perfunctory.

Bringing the music of Titanic to life

Cameron originally wanted Enya to compose the soundtrack, even writing the script while listening to her music. When she declined, he turned to James Horner.

Titanic wasn’t the first time the two had worked together— a decade earlier, Horner composed Aliens for the director— but a rushed post-production had made for a mutually miserable experience that strained their relationship. But it didn’t stop Cameron from reaching out after admiring Horner’s work on Braveheart.

The two men spent less than five minutes addressing their respective disappointments about Aliens. Horner recalled:

“I apologized and he apologized. He said, ‘Don’t worry about it, man. It’s history. It’s gone. Let’s talk about this movie.’”

For “this movie”, Cameron wanted two things: a score with a lot of heart, and no end credits song. He reasoned,

“Would you put a song at the end of Schindler’s List? There’s not going to be a song at the end of Titanic. This is a serious historical drama.”

Horner didn’t think twice, and got to work. He hired Norwegian singer Sissel Kyrkjebø; her vocals had a similarly ethereal quality to Enya’s work— he’d liked her work on the album Innerst i sjelen (1995)— and she sang all the wordless parts in the score. But Cameron’s marching orders would stymie Horner when it was time to end the music musically.

“The score is such an emotional roller coaster architecturally, compositionally. How am I gonna write another piece when the end credits roll that means anything?”

Horner thought a melody for a solo voice might work. Then he quietly enlisted lyricist Will Jennings to collaborate— and before he knew it, it spun out of control and “into a song”. Horner knew that this was dicey; but he also felt that the song he had, a track titled ‘My Heart Will Go On’, was the right choice for the end credits.

But rather than pitch it to Cameron, he decided to record a demo to convince the filmmaker. Though Kyrkjebø would have made sense, Horner wanted to give a shot to a friend whom he’d known since he was eighteen: Celine Dion. He flew to Vegas and sang the song for her; Dion was eager to record it. However, he made it clear that this could not reach Cameron’s ears.

So much for secrecy. When Horner flew to New York to cut a demo, all of Sony’s top brass were there, including the record label’s chief, Tommy Mottola—about twenty people in total. Dion sang “My Heart Will Go On” in a complete take. The room was hushed. Some executives had tears in their eyes.

Horner made four copies and took them back to Los Angeles, waiting for a moment to play it for Cameron. But there was never a right time, until one day, Horner noticed that his director was in a slightly better mood than usual. He pounced. Cameron recalls the moment:

“He asked me if I was in a good mood, and I said, ‘Of course not. What’s the question?’”

When Horner played the song, Cameron balked— at first. But as he listened, he noticed that Horner had reorchestrated the score’s main romantic theme into the song, while the lyrics embodied the film’s dramatic themes. Cameron was won over3, though he didn’t recognize the singer. Horner told him it was Celine Dion.

Cameron said, “Oh, she’s big, right?”

Why Titanic changed from a July to December release date

Despite working around the clock, by May it became clear that Titanic would not be ready for a July 2 release date. The actors’ dialogue still needed to be looped, the score and final sound mix had to be done, not to mention the color timing and hundreds of unfinished effects shots.

Cameron called Peter Chernin and told him that a summer release would mean a compromised film. Fox proposed a late July or August release date, but that became a no-go thanks to Harrison Ford. The actor’s latest film for Paramount Pictures, Air Force One, was scheduled to open around the same time; when he learned of Paramount’s plan, he kicked up a ruckus— in fact, he considered it a violation if Titanic was released two weeks before or after his film.

Now what?

It was Fox’s president of domestic distribution, Tom Sherak, who encouraged everyone to hold out for a December release instead. Sherak, an early supporter of Titanic and a friend of the film’s producer Jon Landau, had overseen the distribution of films like Aliens, Die Hard, Home Alone, Mrs. Doubtfire, and Independence Day; he convinced all parties involved that a December blockbuster could exist. Everyone would be off from work and school, and it was the Christmas holiday window, he pointed out; and if they could catch on then, they could play strongly into the new year.

At this point, both studios were certain they’d lost the window in which they could recoup their investment. Conventional wisdom at the time was that summer was the traditional blockbuster window. If they wanted summer, the only alternative was to delay Titanic to summer 1998.

That was not an option. A new release date was settled: 19 December, 1997.

The change in release date bought Cameron some breathing room— barely. He spent the summer in the editing room darkened by blackout curtains, furiously assembling the film that he’d devoted half a decade to making, and on which he was betting his enter career on. He took one day off in late July to marry Linda Hamilton, his girlfriend of seven years with whom he had a daughter, in a backyard ceremony. The next day, he was back to working on Titanic.

Meanwhile, the press ate up Titanic’s delays with glee, pointing to it as inevitable proof that the film was destined for doom. At one point, Fox Filmed Entertainment Chairman Bill Mechanic (who had unfortunate dealings with Cameron, see Part 2) told Cameron,

“Ignore the press. You’ve just got to take it on the chin. And we can turn it in our favor. We could be the first $200 million underdog.”

How Titanic’s first trailer could make or break the film’s success— and how Paramount nearly sunk it

How do you translate a three-hour-plus movie in a ninety-second trailer?

The answer: You can’t.

About two hours after a four-minute-and-two second trailer was cut and sent to Fox and Paramount, Lightstorm Entertainment president Rae Sanchini received a dire call from Rob Friedman: “I saw your trailer and I’m throwing up all over my shoes.”

It turned out that Paramount’s internal team had recut the four-minute trailer into a shorter trailer that producer Jon Landau called “all flash cuts and pounding music, gunshots, and screams”. In his posthumously published memoir, The Bigger Picture: My Blockbuster Life & Lessons Learned Along the Way, he recalled:

“It made the movie look like an action flick that happened to take place on the Titanic.”

This was bad, bad, bad. And, according to Landau, it led to a lot of tension:

“We went back and forth with Paramount, first reasoning, then screaming. We ultimately convinced Sherry Lansing, Paramount’s chairperson and CEO, to veto her own distribution department and let us test our trailer at ShoWest, the conference of the National Association of Theatre Owners in Las Vegas. These are the people who really matter. By choosing what movies to book into their theaters and deciding how many screens to dedicate to them, they serve as arbiters, a link to distribution.”

At ShoWest, Landau and Sanchini sat at Paramount’s table with some of their top executives and big name stars, including Kurt Russell, the star of their upcoming film Breakdown. Everyone involved on Titanic was on edge— this was going to be the first time that anyone outside the studio and production would see why five years and $200 million had been spent on Titanic4.

When the trailer ended, Kurt Russell loudly said, “I’d pay ten dollars just to see that trailer again.”

It worked. People were won over; Kurt Russell was won over! The Motion Picture Association gave them special permission to release a four-minute-and-two-second trailer.

But perhaps the biggest victory of all was that the press could no longer snipe about Titanic without conceding, after seeing the trailer, that maybe there was a chance that the movie might be good after all.

Moment of truth: The first screening of Titanic

The first time that the public got a glimpse of Titanic in its entirety was at a test screening held at the Mall of America in Minneapolis.

Cameron got there early to test the audio systems; Landau, Sanchini, and eight or nine Fox executives flew in on the corporate plane. Inside the theater, Cameron sat down next to Sanchini, whom he kept as a buffer between him and the suits. Despite his image of complete confidence around studio executives, he was secretly terrified about what would happen in the next three hours.

The lights dimmed. Cameron whispered to Sanchini:

“We’ll know in the first few minutes if this has all been worth it.”

The movie started. After its sepia-tinted titles and the deep dive footage of the wreck, the crowd was unresponsive. Cameron, no doubt convinced that he was as sunk as the ship, whispered to Sanchini,

“We’re fucked. It’s all over. There’s no point.”

But then, the film arrived at the moment where the Titanic wreck transforms into the ship in its pristine condition, flashing back to 1912. There was an audible “wow” from the audience. DiCaprio’s first scene earned some chuckles. The crowd was responding.

Later, when the crowd was polled, it turned out their unresponsiveness in the first fifteen minutes was because they were under the impression that they were going to be watching Great Expectations; they thought the first few minutes of the film was for a trailer. The reaction cards were equally good, except for one comment: they thought that the movie dragged during the sinking.

Cameron made cuts. To the shock of everyone, he cut out a scene in which the valet Lovejoy chases Jack and Rose into the water-logged first class dining room, culminating in a gunfight in which Jack smashed Lovejoy’s face into a window. The scene cost over a million dollars to shoot, and took three days to film. But the preview audiences felt a gunfight in the middle of the sinking played wrong. And Cameron, though he liked the scene, understood that he’d successfully created enough suspense from the ship’s sinking without needing the gunfight. Sanchini recalls,

“[The gunfight] was supposed to be a Jim Cameron moment, but they didn’t want it.”5

Indeed, the audience was responding to everything that wasn’t what you’d expect from a James Cameron film. To fill the gap created by the missing scene, Cameron filmed a quick pickup shot with Winslet and DiCaprio running downstairs from the dining room to the corridor. Still, it wasn’t the biggest change he’d make in post-production after a test screening: That honor belonged to the ending.

Why James Cameron changed the ending of Titanic

Even before production started, Landau and Sanchini told Cameron that they had misgivings about the ending. In the script, when Old Rose goes out on the deck of the Keldysh to throw the Heart of the Ocean necklace into the water, she’s stopped by Brock Lovett— the Bill Paxton character— who asks to let him hold the necklace for a moment, before she tosses it overboard. Landau and Sanchini felt that only Old Rose should be in the scene, mirroring the moment from the past when she stood on the rail of Titanic as a young girl.

Cameron disagreed, and proceeded to film it as written.

But after a test screening for friends and family, Landau sough Steve Quale, the second unit director and Cameron’s protégé, to ask for his thoughts. Quale also felt that the ending was off, and told Cameron what Landau had told long ago. To his credit, Cameron listened, agreed, and changed the ending.

Landau wrote:

“You can take all the time and spend all the money in the world, but, in the end, it’s the small changes, those that reflect on character—Rose was independent and adventurous; that’s what she got from Jack and that’s why she had to act alone—that make a film.”

Of course, by the time they decided to reshoot the scenes, all the sets had been taken down. They shot the scenes on the Keldysh, but for the shot of the necklace spiraling into the sea, they filmed it in Landau’s swimming pool. In his memoir, the producer quipped:

“When the camera looks back toward the surface of the water, you are, in fact, seeing my backyard.”6

Soon, Cameron had assembled all the pieces. The film was locked in at three hours and fourteen minutes. It was time for the rest of the world, at long last, to see Titanic.

Where Titanic held its world premiere

James Cameron made his feelings clear: he did not want to have the world premiere in Los Angeles. He recalls:

“I literally said, ‘I don’t care where as long as it’s not L.A. Any place that’s got a credible film festival, let’s do it there.’”

Was it because the press had shat on his film for over a year? Perhaps. But I think it also had to do with the fact that screening it at a film festival added a much-needed degree of pedigree that could help boost Titanic at the box office. Paramount was against screening it outside of L.A., but since Fox had worldwide distribution rights, they ignored Paramount and decided to hold the premiere at the Tokyo International Film Festival.

The screening took place on November 1, 1997. That was quite early, something Paramount thought, too. Not that it mattered—they had low expectations of the film succeeding at this point. Landau credits Jim Gianopulos, the president of 20th Century Fox International at the time, for pushing to screen it at the Tokyo International Film Festival—he’d been a big supporter of the project ever since Landau showed him Cameron’s underwater footage of the real Titanic.

The festival was being held in an old opera house that year, and the Titanic team installed special projection equipment to show the movie at its best. Two companies were hired to work on the Japanese subtitles— “one was directed to work from the start of the movie to the end, and the other was told to work from the end to the start.” They figured that if there were any delays, they could meet in the middle. Both companies completed the work on time, but Cameron and Landau were startled to discover that the opening credits had been changed:

“The main title card now went not to Jim, Leo, or Kate but to the translation company itself. In huge letters it said: “Subtitles by.” There was no way we could let the movie screen like that. We quickly unspooled the final reel of 35 mm film off the projector and Jim cut out the “Subtitle by” frames and spliced the footage back together himself. Jim’s name—plus everyone else’s—was exactly where it was supposed to be.” (this is truly hilarious, but also a good reminder to always check your reels before it plays)

Just as in the test screening, the film festival attendees loved Titanic. When it was time for Leonardo DiCaprio, Kate Winslet, Cameron, and Landau to take the stage for Q&A, Cameron made sure that Landau spoke first.

“[Cameron] always did that. He wanted me to share the spotlight and was afraid if he spoke first that wouldn’t happen. A lot of directors ignore their producer when it comes to festivals and award shows. Not Jim. He is very generous that way. A true partner.”

A second premiere was held as a Royal Film Performance in a theater on Leicester Square in London, on 18 November, 1997. Landau recalled:

“The evening started and ended with a standing ovation: the first when the then Prince Charles arrived; the second when the credits came up at the end of the movie. We still didn’t know how it was going to play in theaters—release was weeks away. As we gamed out the possibilities, we thought we’d be lucky if we had another Dances with Wolves, a three-hour film that would be critically acclaimed and do decently well at the box office.”

Titanic was still a month away from opening. Could the early positive buzz help take it to the top of the box office?

Titanic breaks box-office records

December 19, 1997 was a Friday, but all eyes of those who’d worked on Titanic were focused on one thing only: the opening weekend. Titanic took in $28.6 million, narrowly beating out the James Bond film Tomorrow Never Dies ($25 million).

It wasn’t a bad start, but for pundits who believe that a film lives and dies on the opening weekend, it wasn’t the greatest start, either. Welp.

But then a funny thing happened. James Cameron’s films defy conventional wisdom— and this time, Titanic was about to defy expectations at the box office: on its second weekend, instead of dropping, the film made more money. When it did dip, it only dipped a little, and then would pick up again. In fact, on Valentine’s Day 1998, Titanic made $13 million in a single day. Titanic held the number-one spot at the box office for fifteen weeks— a record. When the film finally started to drop at the box office, it happened slowly instead of all at once.

Ten weeks after its release, Fox chairman Rupert Murdoch called up Sherak and asked: “Is this movie really going to make a billion dollars?”

It made $1.8 billion worldwide— becoming the first film to ever do so7. When the film was reissued, it crossed the $2 billion-mark. The only time a film would break such a barrier was when Cameron released his next film twelve years later in 2009 with Avatar.

Not bad considering that Cameron once believed that they had “laboured the last six months on Titanic in the absolute knowledge that the studio would lose $100m.”

As for the studio— Fox had no choice but to pay Cameron’s back end, which they’d declined when he’d offered to surrender it a year earlier. Though Cameron never disclosed how much he made from the film, he has this to say:

“I liked that it was a lot of money. But I liked it best of all that [Fox] had screwed themselves by being greedy, like the dog that drops the bone into the pool to get the one in the reflection.”

Why was Titanic such an astronomical box-office success?

No other film has come close to matching Titanic‘s success. Avatar and Avatar: The Way of Water might have made more money— as did Avengers: Endgame— but none of these films were number one at the box office for sixteen weeks. Titanic is an anomaly in that regard, but what was it that drove moviegoers to Titanic in droves?

There are lots of factors. The Titanic’s tragic history. The visual effects. The casting. Yes. But I think one thing that has made James Cameron such a blockbuster powerhouse is that his films are either driven by female protagonists or tend to be divided equally between male and female characters. In this way, Cameron’s films hearken back to the old studio films in which the leads were credited equally between the actor and actress.

The other, I think, is that all of Cameron’s films are, in some form or the other, a love story.

• The Terminator: lovers from across time

• Aliens: maternal love

• The Abyss and True Lies: marital love, whether in the face of divorce (The Abyss) or in the doldrums (True Lies)

• Terminator 2: surrogate parental love.

But all the above stories were couched in the genres of sci-fi and action. Titanic, however, was Cameron’s most unabashedly open romantic film ever— a $200 million “chick flick”, as Cameron sometimes jokingly referred to it. In fact, I came across an article once from India that snidely commented that Titanic is the most Bollywood movie to ever come out of Hollywood, and… it’s not wrong. Love across social class differences is Bollywood’s bread and butter. Rich girl longing escape, kind poor boy, girl’s arrogant suitor, a family opposing the lovers, class distinctions making them socially ill-suited.

These aren’t clichés; they’re archetypes, going all the way back to William Shakespeare’s Romeo and Juliet— which was Cameron’s pitch to Fox in the first place.

And while Titanic may not be an intellectual film, in its broad simplicity, it prompts questions about the division between rich and power, love, sacrifice, and even obsession in technology prowess.

Plenty of the film’s detractors disparagingly attribute Titanic’s success to the hordes of teenage girls driving the box-office numbers, watching the film over and over again; the same way they disapproved or sneered at Beatlemania and Elvis Presley’s success to hyper-fanatic female fans. Consider:

“Within two months of Titanic’s release, 45 percent of women under twenty-five who had seen the movie had seen it twice. Some held Titanic parties, where they convened to listen to the soundtrack—and cry. But it wasn’t just young women propelling the movie’s success. Young men, the traditional box-office drivers, still showed up for the action. And older audiences of both genders represented an unusually large number of ticket buyers.”

Unsurprisingly, the press seized on the fact that Titanic’s typical viewer and fan was likely to be a female, especially under the age of 25. But is it really any wonder that female audiences—who make up half of the moviegoing crowd— would turn up to watch a film with a female protagonist in a blockbuster-sized movie that they could enjoy? Yet Titanic’s success— actually, all of Cameron’s successes— are treated as outliers instead of business opportunities. Hollywood keeps courting the male demography as the main audience, prioritizing male-heavy and testosterone-fueled films as the norm, instead of considering that maybe there’s more money to be made by making movies catered to other members of the audience8.

Yet the press seemed to miss the fact that Cameron’s films appeal to a broad audience; he makes four-quadrant movies. Terminator 2, for instance, draws in the male crowd for Arnold Schwarzenegger, the female (and male) crowd for Linda Hamilton, and the adolescent male (and maybe female) crowd for Edward Furlong as young John Connor. True Lies had Arnie once again, while this time, Jamie Lee Curtis could draw in the female audience, and Eliza Dushku for a younger-skewing audience.

It wasn’t just the love story, though. Titanic was, well, earnest. Free of cynicism and irony in a decade rife with both, Titanic allowed people to have a good old-fashioned cry. Former New Yorker film critic Pauline Kael would sniff to Newsweek that Titanic was “square in ways people seem to have been longing for.”

The movie’s influence also caused a surge of interest in the history of the Titanic.

“Libraries couldn’t keep Titanic titles on their shelves, and Walter Lord’s 1955 book A Night to Remember and the 1912 Senate inquiry into the sinking were both reissued. The J. Peterman catalog sold hundreds of thousands of dollars’ worth of replica Titanic paraphernalia, including life jackets, blueprints for the ship, and a fifteen-foot anchor with a $25,000 price tag. Restaurant chefs promoted Titanic menus, and cruise lines, curiously, reported a surge in ticket sales. Titanic, once a symbol of man-made tragedy, was now synonymous with romance. Cruise-ship passengers kept trying to ride the bow as Jack and Rose had, before learning, sadly, that this was prohibited on most vessels. Many did, however, inquire about the number of lifeboats aboard.”

Titanic wasn’t just breaking box-office records: It was nominated for a record fourteen Academy Awards9, tying the record with 1950’s All About Eve, and won eleven, including Best Director and Best Picture, tying the record set by 1959’s Ben-Hur. Cameron’s past films won Oscars for his collaborators, but this would be the first time that he would get gold statuettes of his own—taking home three trophies for Best Film Editing, Director, and Picture.

Not that Titanic had it easy—it was up against L.A. Confidential that year, the other favorite for the Best Picture crown. My favorite story to come out of that Oscar night is when Cameron nearly got into a fight with Harvey Weinstein over the latter’s mistreatment of Guillermo Del Toro. In Cameron’s own words:

“Guillermo and I had been close friends since 1991. He had told me the horrible shit that Miramax pulled on him when he made his first American commercial film, Mimic, and they fired him. The actors, led by Mira Sorvino, kind of revolted and wouldn’t work until they brought him back. Then, when the film was successful and well regarded, Harvey sort of jumped up to take praise for the movie. And so I’m on my way back to my seat with my editing Oscar, and this guy’s jumping up to introduce himself, saying, “If you want to come to work at a place that’s a friend of the artist, a friend of the filmmaker” — he’s holding his hand out, and I just blew him off. It was just an ugly little moment. But, yeah, I did defend Guillermo and I called Harvey on his bullshit, and then he got very loud and verbally abusive and almost potentially physically violent. And he was about to get clocked by an Oscar — which would’ve been highly appropriate, I think. But I wasn’t thinking about it in those terms; it was just the weapon at hand. The hysterical thing about the whole moment was people around us were saying, ‘Not here! Not here!’ It was kind of like, ‘It’s OK if you boys fight out in the alley, but don’t do it here at the Academy Awards!’”

There was also a bit of an awkward moment when Cameron won Best Director, raised his trophy and said, “I’m king of the world!” just as DiCaprio had when he clung to the tip of Titanic’s bow. When Cameron went backstage, Warren Beatty—who’d presented the award—gave him a quizzical look. Cameron says,

“[Beatty’s] expression was like, ‘What the fuck were you thinking?’”

But then, at forty-three years old, the Canadian filmmaker really was the king of the world. Eleven Oscar wins, the highest box-office ever, Cameron had Hollywood practically at his feet. When every studio and actor would have happily wanted to work with the man who’d helped shape modern cinema in many ways, Cameron took time off instead, to spend it with his daughter and work on his other interests. In fact, audiences wouldn’t get a James Cameron film for twelve whole years until he made Avatar, a franchise to which he’s devoted half his life to making. But at that moment, in 1998, he wanted a break.

Perhaps five years working on Titanic— the production as well as the event itself, in which so-called important men and women perished alongside so-called unimportant men and women— made him realize that there were more important things in life.

“The trauma that you go through to get a statue to put on your bar?” Cameron says. “It ain’t worth it, baby. Trust me.”

Thanks for reading! If you liked this essay, you can sign up here for more issues. If you’d like to support Three Left Feet Media, share this newsletter with a fellow film lover you think would appreciate it.

Long live the movies!

D.L. Holmes

Researching the making of Mad Max gave me second-hand anxiety. It also made me feel for George Miller as he dealt with a difficult production that made him reconsider continuing to make films; it also made me feel seen, as I went through similar emotions on my first short film— scratch that, I’m still going through those emotions at this time of writing. I may not have made a kinetic balls-to-the-walls propulsive action feature film like Mad Max, but I could relate to Miller throughout the entire process— and I’m glad that he triumphed in the end.

But before he could get there, he had to enter the dark cave of post-production; inside, it seemed to Miller that Mad Max was a complete disaster.

Miller hated Mad Max. Looking at the footage, all he saw were the flaws. Nothing looked like what he’d set out to capture; it seemed like he’d gone through a hostile production and spent people’s money for absolutely nothing.

Two editors assembled: Tony Paterson and Cliff Hayes. But Miller completed the final pass, putting most of it together on a machine that Eric Kennedy, father of producer Byron Kennedy1, had specially built2. Miller felt that his first editor did not understand the way he had filmed, having worked ‘in camera’— meaning, he captured “scenes and sequences in bits and pieces, according to his mental plan for how they would be cut together, rather than according to traditional master shots”.

Byron Kennedy, who was involved in all aspects of post-production, was much more optimistic about the footage; indeed, he seemed to be the only person who thought that the film had potential— everyone else thought it was going to flop. He did his best to keep his best friend’s morale up, though it didn’t seem to make much of a difference. Says Miller:

“I spent a year cutting the film by myself, and every day, I woke up having to confront all the mistakes I made and somehow salvage them. That’s the worst thing, when you’re saying to yourself, ‘Why didn’t I solve that problem better? Why did I give up on that day and not push harder?’ Those endless recriminations basically fueled me for all those things that were to come.”

He adds,

“It felt like what was in my head and what was so carefully prepared, things kept getting in the way. It was like walking a really big dog. I wanted to go this way but the dog kept going that way.”

Post-production lasted for over a year; it’s not uncommon for big productions but for a small film like Mad Max, cast and crew wondered if the film would ever see the light of day. So did Miller, confessing later:

“I honestly thought I wasn’t cut out to make movies.”3

How Mad Max almost had a different title

Indeed fact, Miller thought Mad Max would be so unreleasable that when Village Roadshow, the distributor, suggested changing the title, Miller didn’t object.

Roadshow thought that ‘Mad Max’ sounded too much like a comedy. Conceding the point, Miller and Kennedy drafted a hundred alternative names and proposed ‘Heavy Metal’. But close to the release date, Roadshow’s then-managing director Graham Burke— the same man who’d initially shot down Kennedy and Miller’s pitch before changing his mind—called Miller: he wanted the director to know that they were switching back to Mad Max.

Burke explained that Roadshow’s head of distribution had woken up at 3 am one morning with a feeling that ‘Mad Max’ was the better title. He shared his concerns with Burke; Burke agreed. When asked later about the title change, Burke’s reason was simple: he hated the title ‘Heavy Metal’.

But he didn’t hate the movie. In fact, he loved it. After seeing a rough cut in late 1978, he was raving about it to anyone and everyone:

“[I was] so blown away I forgot about my car and I walked home. I thought it was amazing. Like, gobsmacking amazing. I rang people and said, ‘I’ve just seen the greatest Australian film. A film that takes action to a whole new level.’”

If pleasantly surprised, it wasn’t enough to shake Miller entirely out of his funk. The director, who hung around the Roadshow offices trying to learn all that he could about distribution, sensed that the distributor was facing an uphill battle selling Mad Max; Bruce Beresford’s Money Movers (1978), a similarly action-themed film, had performed poorly, boding ill for Mad Max. Still, the train was leaving the station, and it’d soon arrive in theaters on April 12, 1979.

How audiences around the world respond to Mad Max

Mad Max held its premiere at Melbourne’s East End cinema. To Miller’s surprise, the audience went ga-ga for the film— cheering, screaming, and whooping throughout. Luke Buckmaster writes in Miller and Max: George Miller and the Making of a Film Legend:

“Just as the consensus from cast and crew during production had been ‘What the hell are we working on?’, the finished film also elicited a response that dropped their jaws—this time in a good way. After the closing credits rolled, audience members sat in their vehicles in the car park above the theatre and revved their engines. These early signs suggested there was a good chance the target demographic would dig it.”

They did. Kennedy’s optimism paid off— handsomely. Mad Max earned $5.3 million in Australia; Warner Bros., through their deal with Village Roadshow, handled worldwide distribution in a $1.8 million deal. Miller and Kennedy’s ambition to make a film that could carry overseas succeeded: the global box office hauled in a worldwide total of US$99 million, with Japan being the biggest market; followed by Mexico, Germany, and Spain4.

What was it that made Mad Max a ‘universal’ film? It seemed that Miller and Kennedy, unintentionally, had tapped into archetypes that different countries could then apply their own interpretation. Miller recalls:

“In Japan, they said Mad Max is a lone rogue samurai. A ronin. They said, ‘You’ve watched a lot of Kurosawa movies, obviously.’ And I said, ‘Who’s Kurosawa?’— I probably shouldn’t say that. And immediately I watched everything that he did, and of course they ended up in the second Mad Max. In Scandinavia they said, ‘He’s like a lone Viking!’ And the French said that Mad Max is like a Western on wheels. That nailed it for me.”

Not every country responded positively. New Zealand banned Mad Max because a real gang had committed a crime that mirrored the scene in which Goose was burned alive in his vehicle; it’d later be released in 1983 with an R18 certificate, in the wake of Mad Max 2’s success. Sweden banned the film until 2005, if you can believe it! The flashpoint about the violence wasn’t restricted to those countries; indeed, it’d become a lightning rod back in Australia.

How some critics felt about the violence in Mad Max

The violence in Mad Max is, by today’s standards, tame— all of it is implied and occurs off-screen. That didn’t stop critics in Australia from finding Miller’s film to be “highly dubious, deeply manipulative and even outright immoral”. In other words, an affront to public decency5.

Meanwhile, although the audience raved about Mad Max, the critics were less than pleased. While the film’s violence today seems tame in comparison—all its violence is implied and occurs offscreen— plenty of commentators found Mad Max to be an affront to public decency, “highly dubious, deeply manipulative and even outright immoral”.

But they also found it impossible to criticize the film’s technical mastery, which created a paradoxical opinion. In The Sydney Morning Herald, critic John Lapsley described Mad Max as “a nasty piece of work” and compared watching it to “being run over by a truck”… before proceeding to award it four stars. Melbourne’s The Age newspaper critic Colin Barnett called it “brutally brilliant” but “blatantly exploitative”.

The critics agreed on two things: that the film was violent— again, despite the violence taking place off-screen— and that thirty-four-year-old George Miller showed “considerable flair” in his directorial debut. They were right about the second.

The criticism of violence and the movies was an old argument. has been an old tale. In 1971, critics had responded similarly to Stanley Kubrick’s A Clockwork Orange— in fact, the director himself removed it from circulation in the UK after breakouts of violent copycat behaviour— and Walter Hill’s The Warriors, after it allegedly incited three separate killings in the United States before and after it was screened.

Nor did it help that prior to Mad Max’s release, Australia had been rocked by a series of violent events:

• On April 4, a man entered the Sydney Airport, armed with a 30-centimetre knife and a bomb inside a beer can, took a hostage and successfully boarded a (grounded) plane before the police shot him dead.

• Also on April 4, a bomb exploded in a department store in Perth, and the perpetrator telephoned the police to say, “That’s one gone—four more to go.”

• Meanwhile, truck drivers across the nation were protesting the federal government’s road tax, organizing blockades across dozens of locations to restrict heavy vehicles transporting supplies to Australian cities. It got ugly: in Perth, a truck carrying milk was run off the road; in another instance, in Sydney, a truck driver trying to pass through a blockade had bricks hurled through his windscreen; in Victoria, a car hit a parked semitrailer on Mount Razorback, killing one man and severely injuring two others.

And then along came Mad Max. One piece of film criticism in particular would stand out; and bizarrely, Miller would partly concede on one point.

What Phillip Adams Had to Say About Mad Max

In an article headlined, ‘The dangerous pornography of death’, prominent Australian writer and public intellectual Phillip Adams picked a fight with Mad Max, criticizing the film for having “all the moral uplift of Mein Kampf”; Adams recounts “still feeling shaken with revulsion 12 hours” after watching the film, calling it “a celebration of everything vicious and degenerate”. The “pornography of death” in the title, he wrote, was “far more sinister than sexual pornography”:

“Movies like Mad Max must surely promote violence. If they don’t, that’s only because its thousand predecessors have dulled the sensibilities, desensitising the social conscience. Either way, they stand condemned.”

Over the years, some people would point to this criticism as proof that Adams was calling for censorship, something that he bristled at. He says:

“… I was convinced, and remain convinced, that there is a direct causal link between violence in the media and violence in real life, if only to choreograph it, to give people ideas on how to go about actual violence as a result of cinematic stimulus. I was a kid in Richmond and I remember going alone to see The Wild One. Kids were riding their motorcycles up and down the aisles of the cinema. I remember after Rebel Without a Cause came out, and there were almost immediately copycat games of chicken across Australia.”

He notes:

“That doesn’t say violent cinema was the only precondition, of course it wasn’t. But I have also believed cinema at the very least dulls sensitivity. It makes communities more accepting of violence.”

Even though he despised the violence in it, like most critics, Adams actually believed that Mad Max was a well-made film:

“I thought Mad Max was a work of near genius. I was astonished by just how fucking good it was. I remember discussing this with [Australian film director Bruce] Beresford at the time. We both thought it was far and away the best bit of directorial flair the industry had produced to that point. But for me, that only made it all the more dangerous and all the more unpleasant. So I didn’t like the film. I protested it at the time, and of course what George and Byron did was use my quotes on some of the ads. So my attacks were perhaps counter-productive.”

It should be noted that Adams had a bit of history with Miller. In the director’s short film, Violence in the Cinema Part 1, the protagonist— a doctor reciting a speech about the psychological impact of onscreen violence while getting attacked onscreen in horrible ways— was actually quoting a speech that Adams delivered as a keynote presenter at a psychologist’s conference in Melbourne; it’s plausible that Adams felt ridiculed, and had a bone to pick.

What was surprising is that Miller agreed with Adams about copycat behavior. In the same month that Adams published his critique, Miller declared himself “strongly against” onscreen violence, but with a caveat:

“It’s important to realise that there is a big difference between cinema and television. I am strongly against television violence. This might sound a bit hypocritical, since I am making a violent film, but I think television violence is much more dangerous.”

He explains:

“If a kid reaches adolescence in our country he has used up more time watching television than he has on any other activity, bar sleep. The time he has spent in cinemas is almost nil … Kids see the Three Stooges banging each other and knocking a few teeth out with chisels, so they do it to their little brothers. We have all done it. Cinema is an entirely different process, particularly now; people don’t go to the cinema nearly as much as they used to. It is like the theatre now—a special event. We are not continually exposed to it, as with television.”

Miller went on to illustrate the points that Adams made about onscreen representations inspiring real-life behavior.

“Some people who go to a film like Mad Max and see a guy run over by a truck, or do some hairy stunt in a car, are going to leave the cinema and repeat it because it impressed them.”6

Mad Max: The Aftermath

None of this was enough to stop Mad Max from becoming a success— within the first week, it had already roughly recovered three times its budget. Miller was quick to dispel the idea that he and Kennedy were instant millionaires:

“We are usually the last people to get the money. If the film is a hit overseas, we should make some. We have worked our butts off and it’s nice to be rewarded. If I had spent the last four years as a doctor, I would have made more money.”

Thanks to the box office grosses in Australia and forty-four other countries, Mad Max earned in excess of $100 million, holding the Guinness Book of Records as the most profitable movie of all time on cost-to-profit margin for a film; it held the record until The Blair Witch Project surpassed it7.

Since the details aren’t publicly available, nobody knows how much profit the investors made, nor is anyone keen to disclose it. Noel Harman, the Melbourne stockbroker who helped Miller and Kennedy structure the plan to raise finances for the film (see Part 1 for details), explains the discretion because of the information’s sensitivity, not to mention that profits from the film are still “trickling through today”. This much he is willing to say on the record: “Everybody made a lot of money out of it.”

True to their word, Miller and Kennedy paid every cent back to their investors before taking any money for themselves. How much did they make? Enough to buy the Metro Theatre in Kings Cross, Sydney as base of operations for their production company, Kennedy Miller. Kennedy also used his share of the proceeds to buy a black Bell Jet Ranger helicopter for an estimated $400,000— the same fateful helicopter that, four years later, cut short his life in 1983, one month shy of his 34th birthday.

But the success of Mad Max became a sticking point for the cast and crew. While none of them had been stiffed— all had been paid their agreed sums— there was a feeling that they could have been given a greater slice especially given how profitable the film became. For Mad Max co-writer James McCausland— paid $3,500 for his writing services— it doesn’t bother him: “I knew going in what I was going to get.”

Others felt less magnanimous. Hugh Keays-Byrne, who played the villainous Toecutter, said:

“I might have cleared $2,500 and got another $2,500 for the video sales—and we had to fight for that.”8

Grant Page, the stunt coordinator who returned to the set after a terrible crash and worked from a wheelchair (see Part 2), claims that he spent more money on the film than he earned from it:

“I got $10,000 as a token stunt budget to pay myself and to pay every other stunt man, as well as everything to do with stunts, including half the setups. It cost me $12,000 to do it. I came out down. I invested $2000 of my own money in making that film and never got anything apart from a pat on the back.”

Are these complaints valid? Yes. Given the hostilities that Miller faced, not to mention the lack of respect and faith in the film, it’s also hard to know whether or not they deserved more financial compensation. Besides, Miller had always distanced himself from money matters, leaving it to Kennedy and later, Miller’s business partner Doug Mitchell, whom Kennedy had hired in the 1980s. Just a few years earlier, director George Lucas reportedly gave away 25% of his shares in points to colleagues9 when Star Wars, a production as similarly troubled as Mad Max, was a hit in 1977. Author John Baxter, who wrote a George Lucas biography in 1999, noted that:

Everyone who worked on the set got a minimum of a twentieth of a point, and Lucas gave some people in the office not directly involved with the film a two hundredth of a point. Other members of the staff, down to the janitors, received smaller sums.

Meanwhile, Miller was grappling with the reception to Mad Max, feeling both inspired and bemused. He was also uncertain whether he wanted to put himself through the harrowing experience of directing again. But when he complained to his fellow Australian filmmaker Peter Weir about this, Weir simply replied:

“George, every film’s like that. You’ve got to go into it as if you’re going on patrol in the jungles of Vietnam. You don’t know where the snipers and the land mines are. You’ve got keep everyone together and you’ve got to keep focused on your objective.”

Just as James Cameron would say decades later: “Film-making is war, a great battle between business and aesthetics”. Weir’s words stuck with Miller for a long time, and probably inspired him to continue. Turning his eyes to the future, and with cash-hungry distributors eager for more, it seemed a no-brainer that his follow-up should be a sequel to Mad Max. Miller especially thought that he could do a better job, and with better resources, too. Kennedy, though, was uncomfortable: “Sequels don’t come off because they are made for cynical reasons.”

But still, the idea was on the table. And one day, Miller was walking with Terry Hayes, whom he’d befriended when he hired the latter to write a Mad Max novelization, when the two saw a small petrochemical plant. They imagined what that plant could mean in a world that had broken down. Would it take new importance? Would some secure and protect it? Would others try to seize it?

The early ideas began to take root; soon, they’d percolate and shape the story for Kennedy-Miller’s next production: Mad Max 2.

But that’s a story for another day.

Thanks for reading! If you liked this essay, you can sign up here for more issues. If you’d like to support Three Left Feet Media, share this newsletter with a fellow film lover you think would appreciate it.

Long live the movies!

D.L. Holmes

Blue Moon plays over the course of a single night on March 31, 1943, in the bar at Sardi’s in New York. It’s the night of the premiere of Oklahoma!, the musical written by composer— and Hart’s longtime collaborator— Richard Rodgers (Andrew Scott) and his new writing partner, Oscar Hammerstein II. Hart— or Larry, as people call him— takes refuge in the bar. Jealous, bitter, he’s aware that the show will be a hit and that his time is over.

Technically, it’s not 100% over the course of a single night— it opens with Hart collapsing in the street, with a radio announcement in voice over letting us that he will die in a few days. The rest of the film is a flashback.

And technically, it’s not 100% set in one location. Along with the aforementioned street, there’s one more scene in the packed theater playing Oklahoma! before the story moves to Sardi’s. But even then, the film uses different spaces within this one location— the bathroom, the coat room, the stairwell.

But for the most part, it takes place in a single location.

Oh, and its writer was nominated for the Oscar for Best Original Screenplay for his efforts.

For his first screenplay.

Robert Kaplow is not exactly a Hollywood veteran. He spent 30 years as a high-school teacher, writing novels and comedy songs for NPR’s Morning Edition. His 2003 book, Me and Orson Welles, brought him into contact with Richard Linklater when the Oscar-nominated filmmaker wanted to adapt the novel into the 2008 film of the same name.

One day, Linklater asked Kaplow what he was working on.

“I’m trying to write this thing about the last days of Lorenz Hart,” replied Kaplow.

Linklater, a big Rodgers and Hart fan, was immediately piqued. “I’m really interested in that — could I read that?”

When Kaplow was in his 20s, he came across an interview with Richard Rodgers, Hart’s former writing partner. One part in particular caught his attention:

“… I got to a part where Rodgers dismisses Hart. Something stayed with me from that moment. There was something icy and chilling in Rodgers’s tone. It was as if this was an emotional thing for him, but he was not going to reveal that he was armoring his heart and making it very businesslike. And I thought about that a long time, and I knew even then that someday I would write about it.”

Kaplow thought about Hart a lot. The figure in his head would not go away— “[Lorenz Hart] was just dying to talk”— until one day, Kaplow bought a school notebook and begin to write down what was in his head. When he stopped, Kaplow saw he’d written 71 pages.

His interest in songwriting also led him to biographies of Rodgers, Hart, and also Stephen Sondheim, who was Hammerstein’s protégé. This research helped him build material, as well as understand the person that Hart was.

“[Hart] is almost invisible. To me, that was the challenge: to make a voice that was playful and funny, but where, a millimeter below the surface, was a guy who was sort of desperate to find a reciprocal love and also on some level knew he never was going to.”

Kaplow also realized that many people didn’t know that before Rodgers and Hammerstein, there was Rodgers and Hart. And it wasn’t a career blip, either— their partnership, before that of Rodgers and Hammerstein, lasted 25 years.

“There was a kind of love story between Rodgers and Hart — they acknowledge the need for each other, and they’re also exasperated by each other. The film opens with Lorenz Hart collapsing and then with what’s supposed to sound like an archival radio obituary from 1943. That was Richard Linklater’s idea, because people aren’t going to know who this guy is, and in 40 seconds, we do all the exposition we need to do.”

After the phone call, Linklater and Kaplow would spend the next decade working on the script— Kaplow would send “pages and pages of Lorenz Hart monologues”, and Linklater would send it to Ethan Hawke, whom he had in mind for the role. The decade-long delay was because Linklater wanted the actor to age into the role rather than use makeup1.

In the meantime, Linklater, Kaplow, and Hawke would workshop the script, a process that the director is known for doing:

Linklater would host a series of readings with Hawke, with Kaplow making adjustments to the script after each one… through the workshops, Hawke was also finding his way into the complex role.

For Blue Moon, Linklater asked for five weeks of rehearsal, and some actors were like, “I only have five scenes, do I really need to come?” But for the director, it was non-negotiable. He believed in the magic of rehearsals because, to him, that was where the creativity happened.

The risk inherent in a film with a single location is that it can end up feeling like a recorded stage play. Kaplow, however, felt that the story was more intimate than theater; whereas the stage required actors to project their emotions to the back, the movies could convey an emotion using the camera. Kaplow points to a scene between Ethan Hawke and Margaret Qualley in a coatroom, and how a close-up could never achieve the same effect on a stage:

“One of the reasons the scene works is that the camera’s a foot away from their face. When Margaret Qualley finally has to say to him, ‘Of course I love you, Larry, but just not that way,’ you see her eyes are filling with tears because she knows, I have to say this. I want to do it in a way that is not going to devastate him because I do love him.”

To Kaplow, the Swedish filmmaker Ingmar Bergman is the perfect example whose works could be seen superficially as a play, and yet, isn’t:

“I think you don’t see Ingmar Bergman’s Scenes From a Marriage and say, “This should be a play. It’s only got four people.”

The single location also meant that the film could shoot anywhere in the world, which helped with the budget. Blue Moon was shot on soundstages in Dublin, Ireland over 15 days. But even though Linklater was an established filmmaker, the independent nature of the film meant it was always challenging to raise money. Michael Barker and Tom Bernard at Sony Pictures Classics picked up Blue Moon2. Hawke praises the executives, especially Barker:

“His commitment to finding new voices and championing filmmakers from all over the world is rare. If all you give people is hamburgers, they’ll eat hamburgers — and that’s fine; hamburgers are good — but if you offer them something else, they’ll discover they like that too. If you don’t make One Flew Over the Cuckoo’s Nest available, how will people ever know how great it is?”

Single location films aren’t just for first-time filmmakers; Linklater made Blue Moon because it was a creative challenge. Nothing about the film feels stage-y, and that’s because it does certain things to make it cinematic:

1. It has more than two characters. In fact, there’s a lot of characters with whom Hart interacts; this creates variety and shows different sides of Hart depending on whom he is talking to. The way Hart talks to the bartender, Eddie (Bobby Cannavale), is not the way he talks to his former partner Rodgers, and certainly not the way he talks to Elizabeth—but they are all very much him. If you are writing a single location film, have more than two characters— this will create interesting shifts and rhythms to prevent the story from getting stale.

2. It takes advantage of the camera. For all the film’s hyperliterate dialogue more commonly found in a stage play, Linklater makes it feel cinematic by capturing quiet moments and reactions that could never be done in the theater. Use silence, use close-ups; let the camera roam if needed. Film is a visual medium— use it to avoid making your film feel like a filmed stage play.

3. It uses different places within a single location to create some novelty and avoid stagnation. Blue Moon moves from the bar to the coatroom to the stairwell, which also helps the film to sidestep the trap of coming across like a filmed stage play. Take advantage of the entirety of your location instead of confining the action to a single place.

Blue Moon is a wonderful film, and an especially exceptional single location film that has quite a few lessons to teach aspiring filmmakers. For his part, Kaplow was never convinced that his script would ever actually reach the screen. “It’s an odd project,” he says. “I was never sure it would get made.”

And did I mention that he got nominated for the Best Original Screenplay Oscar— for his first attempt?

Thanks for reading! If you liked this essay, you can sign up here for more issues. If you’d like to support Three Left Feet Media, share this newsletter with a fellow film lover you think would appreciate it.

Long live the movies!

D.L. Holmes

It takes a certain amount of masochism to want to be a filmmaker.

Around the same time that I was researching the making of Titanic, I was researching the making of Mad Max, and that seems to be a common theme between the two films. Both productions, in their own different way, would have crushed any person unwilling to endure the agony of making these motion pictures, for the possibility of the rewarding pleasure at the end when the film releases and succeeds.

That’s the gamble. As filmmakers, you go through hell, and pray you triumph in the end.

James Cameron was no stranger to difficult productions. But Titanic might have been the film that pushed him to— and beyond— his limits. And it is, to be honest, quite harrowing to read about.

Peter Chernin, the Fox Group president who greenlit the film, recalls that even though it was the best experience of his career, making Titanic was hell— “as difficult a production as ever happened in the history of Hollywood.”

On May 28 1996, Twentieth Century Fox finally gave the go-ahead for Cameron to make Titanic in time for a summer 1997 release date, about a year or less away. The $110 million was released, and a 138-day shooting schedule was drawn up. But like the best laid plans of mice and men, things went awry.

It ran on for 160 days. And according to the accounting department, each incremental hour after Day 138 added to the costs; the department estimated that the production burned through a million dollars a day.

How James Cameron Built The Titanic— Or At Least One Side Of It

Although he was a big proponent of computer-generated visual effects, Cameron knew that to convince audiences that what they were seeing was real, there was only one way to do it: He’d have to build the ship as a set for real… and then, he would sink it.

Because why not?

Cameron had his eye on two locations. The first was a shipyard in Poland— marine fabrication would be cheap, they could crane it in pieces on to a container ship, and cruise around the Baltic while they filmed. Cameron was mesmerized by the light at that northern latitude; Sven Nyquist, Ingmar Bergman’s longtime cinematographer, deployed it several times in the Swedish maestro’s films.

But if Cameron wanted to sink the ship, the best solution was a water tank. It meant they could use the ocean, natural sunlight, and sky to “make the deck scenes look real” while using camera pans to create the appearance of movement. Poland was out as an option.

That left the second location: Rosarito, Mexico. Cheaper labor meant lower costs in construction and film crews; it was also close to Los Angeles. Producer Jon Landau approved of Rosarito, recounting in his posthumously published memoir, The Bigger Picture: My Blockbuster Life and Lessons Learned Along the Way:

“I walked those forty Mexican acres looking, thinking, planning. We could build a massive water tank here—that’d be our ocean. We could build the Southampton dock, the gaming house, and the seaside tavern, too. There’d be space for the interiors of cabins, steerage, the engine and dining room, the parlors. I sat with a napkin and sketched what I imagined down to the smallest detail. I knew I’d found our location. Now for the hard part: to convince Jim.”

But for Twentieth Century Fox to greenlight Titanic, they needed to finalize the budget. To finalize the budget, they needed to decide on a filming location; Cameron refused to go and see Rosarito until he got the budget approval, meaning that it turned into a real chicken-and-egg case. And Cameron was not a man who blinked first.

Landau took advantage of the stalling between his director and the studio to get Geoff Burdick, senior vice president at Lightstorm, and his team to build a twenty-foot-long model of the Titanic and set it up in Mexico for Cameron to see what it would look like.

Landau and some of Titanic’s key production team members, such as Josh McLaglen (Cameron’s new assistant director), and British production designer Peter Lamont1 (who’d been contemplating retirement until he got the chance to build the grandest set of his career), were also there in Mexico. Everyone was waiting to see what Cameron would decide.

Landau recounted the moment:

“I got up at dawn, and, of course, Jim was already up. No matter how early you wake, Jim wakes earlier. We drove down to the proposed site together. Jim hopped out of the car and raced over to study the model of the ship. He started shouting: ‘Landau! Landau!’

‘Yes, Jim?’

‘What were you thinking? There are lights over there. There’s a hill over there! How the hell is this going to be the middle of the ocean! Send everybody back to Los Angeles! This is not gonna work!’”

But Landau was unfazed.

“Jim has a process, which I’d come to understand. First he balks, then he reconsiders. He needs to get his hands in there; his fingerprints need to be on any and every decision. He took twenty minutes to shift the model of the ship ever so slightly, then suddenly looked up and shouted, ‘Landau! It’s perfect! It’s the only place we can make the movie!’”

Barely two weeks after Fox gave the green light, thousands of Mexican and American construction workers descended on Rosarito, near the Baja peninsula, to begin constructing the first major Hollywood studio built since the 1930s.

Crews had only one hundred days to hammer together a forty-acre facility with five soundstages, the world’s largest outdoor filming tank, the world’s largest indoor filming tank, the world’s tallest soundstage, a wardrobe building, an actor’s building, offices, and mills. And in not much longer than that brief window of time, the crews were building a facsimile of Titanic that was nearly as big and grand as the original ship.

While the sets were being built, Cameron and his team decided to shoot the contemporary scenes set aboard the Keldysh research vessel. On July 31, 1996, principal photography officially started. Cameron also used the time to draw the sketch of Winslet that sets off the story in the present day2. They also shot the sketching scene itself; DiCaprio and Winslet’s nervous energy translated into the characters’ nervousness, as it was the first scene that the two would shoot together since their chemistry read.

But production was already running into troubles. The sets were taking longer than anticipated to be completed, causing them to fall behind schedule; and Cameron was clashing with the director of photography, Caleb Deschanel. Cameron had liked Deschanel’s work on The Natural and The Right Stuff, but Deschanel was accustomed to being left alone while Cameron was hands-on. Deschanel would be replaced by Russell Carpenter for the rest of the production, but he was credited for shooting all the contemporary scenes. Carpenter, who worked as the DP on True Lies, recalls asking Cameron on his first day what the film should look like.

“[Cameron] looked at me and he said, ‘Everybody knows what these films look like.’”

It didn’t help when schedules also got delayed due to unexpected events, like the time someone spiked mussel chowder with PCP on what was supposed to be their last day of shooting in Nova Scotia. Most of the film crew had to be hospitalized, which led to unusual reactions:

People began moaning, crying, wailing, and collapsing on tables and gurneys. Deschanel, the DP, was leading a number of crew members down the hall in a highly vocal conga line. [Jim] Muro, the Steadicam operator, was demanding to speak to a priest.

One of the most bizarre and, in hindsight, funniest incident was when Cameron saw Kristie Sills, his second AD who was also affected by the spiked chowder, talking to the doctors as the point person instead getting treated herself:

… Cameron reached for his walkie-talkie. “Kristie, what’s your twenty?” he said. Sills pulled her walkie from her hip and crisply replied, “I’m at the hospital, talking to the doctors.” She was ten feet away, looking right at Cameron. “And what are you telling them?” he asked. Still staring right at her boss’s face, she responded that she was giving them the names of the crew. “Kristie, you know you’re talking to me on your walkie,” Cameron said. “And I’m standing right in front of you. You’re just as fucked up as we are.” At that point, Sills leaped across the gap between them and stabbed Cameron in the face with her pen. The hospital staff tackled her and dragged her off, and Cameron sat, bleeding and laughing.3

The person who spiked the chowder was never caught, but it was suspected that the perpetrator was a fired member of the catering crew.

By September, the sets were constructed and filming could commence in proper. Cameron was pleased with Lamont’s production design— he’d built something magnificent. Using the blueprints by Harland & Wolff, the original builders of RMS Titanic who generously opened their archives to the production team, Lamont had built a ten-storied, 775-foot set of Titanic.

“The set was 100 percent to scale but shortened by about ninety feet by removing some small, repetitive sections in the middle so the ship would fit on the land Fox owned. The height of the decks and the size of the doors, portholes, and boat davits were all accurate.”

There was a minor problem, though—well, not minor. They’d built only one side of the ship in order to save millions in the budget; plus, by building only the starboard side, they could take advantage of the prevailing winds in Mexico that would blow the ship’s funnel smoke toward the stern, helping to create the illusion that the Titanic was moving forward on open water. But for the Southampton scene when the Titanic sets sail, the dock was on the port side. Rather than build the other side, production would film the scene on the starboard side, then flip the footage horizontally to create a mirror image. Problem solved, yes?

Well, not entirely. Flipping the image meant any lettering that appeared would be seen in reverse. That meant costume designer Deborah L. Scott and her team had to make two of each costume, one normal and one reversed (including buttons, coat pockets, and ‘White Star Line’ lettering), so that when the footage was flipped, everything appeared normal.

Talk about your logistical headaches.

Meanwhile, no expense was being spared to faithfully reproduce the settings— the furniture and china in the first-class dining rooms, for instance4. For the chandeliers, Cameron insisted that they be made out of crystal because no other material could mimic the ominous clinking sound when the ship collides with the iceberg. Cameron’s exacting demand for detail resulted in the kind of craftsmanship that hadn’t been seen since Gone with the Wind.

Yet it wasn’t out of megalomania, but necessity. He knew that the film would live or die on the audience being transported to the ship; one tiny detail off or one single anachronism was all it would take to break the spell.

The sets were so vast that crew frequently got lost and would radio for help. A zone system was eventually put in place to make it easier to find one’s way.

The production boasted thousands of extras, especially for the Southampton dock scene, and the sinking when nearly 1,500 people had to run to the aft portion of the ship once the set was tilted. Managing a crowd the size of a stadium was like running an army, and Cameron was the general. He already had a reputation as “the scariest man in Hollywood” but Titanic would cement it. Sources would describe him as an “uncompromising, hard-charging perfectionist and 300- decibel screamer, a modern-day Captain Bligh with a megaphone and walkie-talkie, swooping down into people’s faces on a 162ft crane”.

However, my sympathies lie with the director: It can’t have been easy overseeing a gigantic production with thousands of moving parts, while trying to get the shots you want, as filming ran behind schedule with millions on the line, without losing your temper in the process.

How Titanic Ran Over Budget

The budget problems really started with the construction of the Baja studio.

Fox initially intended to lease the 35-acre land and put up temporary structures; but at the last moment, the landowner demanded that the studio buy it. Fox was forced to accede, which meant that structures being constructed had to be built in a way to last as a permanent facility. It led to changing many sets and heavier construction costs. Coupled with Cameron’s determination for accuracy, the costume, props, and art departments were rapidly burning through the money.

But Cameron, Landau, and Lightstorm president Rae Sanchini weren’t the type to splurge for the sake of spending. Wherever they could save money, they did. A short scene of a sullen Rose taking tea with her mother was filmed against a green screen to save $250,000 rather than build it for real.

Meanwhile, since Cameron intended to sink the ship for real, the plan was to build hydraulics that would tilt the set into the water (more on that in a while); but rather than construct it in a way that would allow them to change angles twice— representing two stages in sinking— they went with only one angle that went from level to six degrees. For the other angle, Cameron used canted angles and had actors lean forward as they walked; saving millions in engineering. Sanchini notes:

“We did nothing but pare down. [James Cameron] took a lot of heat for the overages on that film, but actually he did nothing but compromise.”

Still, it was impossible to cut costs everywhere. One of the biggest costs was the lighting order. The ship had more than six hundred portholes, and each required a light. The set also had practical lights; lights on tables and sconces; certain lights that could work above water and others under it—and they all had to be safe and equipped with ground fault interrupters to avoid any nasty accidents. Orders were placed for:

• More than forty miles of cable

• More than one thousand movie lights

• More than one thousand practical lights.

Fox was not pleased. Carpenter recalls the studio sending down two lighting experts to the set to get a third-party valuation, believing that the production had ordered too many lights. The lighting veterans spent all day assessing the set. They returned to Carpenter and told him their verdict: he needed more lights.

Meanwhile, gossip in the industry hovered around the production like buzzards, relishing in the film’s ballooning expenses. Variety launched a regular “Titanic Watch” column that detailed all the set’s excesses, and Time ran a piece headlined “Glub, Glub, Glub … Can James Cameron’s Extravagant Titanic Avoid Disaster?” It didn’t help that the ill-fated 1995 misfires of Cutthroat Island and Kevin Costner’s Waterworld, which also shot on water, had been box office disasters (the former film bankrupted its studio, Carolco Pictures, for which James Cameron had made Terminator 2).

Cameron ignored the negative press, but the budget pressures got to him. He felt that he’d let down Fox, having told he’d make Titanic for a certain amount of money and failing to deliver on that. He kept offering to give the studio back money— first by surrendering his front-end fee, then his entire share of the back-end points. However, an unfortunate exchange with Bill Mechanic, the Fox executive liaising with the production, led Cameron to rescind his offer of the back-end points:

[Bill Mechanic] told Cameron the back-end offer was a noble but ultimately hollow gesture, because the film would never see a dime of profit. He countered by suggesting that Cameron should not only surrender all his points on Titanic but give back half his points on the next film he did for Fox. This conversation happened in Cameron’s living room. Mechanic’s counteroffer didn’t go over well. “Get the fuck out of my house,” Cameron replied.

Chernin, meanwhile, kept thinking he’d get fired any day. He says,

“On the one hand, Jim was killing us. On the other hand, here was a man of great conscience.”

According to Chernin, Cameron and Fox agreed on one thing:

“We kept saying, ‘Our only hope is to make a great movie.’”

How James Cameron Shot The Iconic Sunset Kiss

Cameron had eight days of shooting daylight scenes on the deck. Every day, an hour before dusk—the golden hour— he’d watch the setting sun, waiting to see whether to move the crew to get the shot of Winslet and DiCaprio kissing on the bow of the ship. He was determined to shoot it with a real sunset, not a green screen.

But day after day ended with the sun dropping into the Pacific with no poetry to it at all. On one of the early, ugly days the crew walked through a full rehearsal anyway. Cameron told the actors how he wanted them to kiss, with DiCaprio standing behind Winslet, the actress turning toward him over her shoulder. They got the timing down, the hesitation, the surrender. Her hand went to his hair. It was beautiful—all except the bald sky.

However, on the eighth day, things had barely improved. The sky had been mostly overcast all afternoon. Dark clouds filled the sky an hour before sunset.

Still, Cameron kept the crew at the bow, positioned the crane, and placed some lights. An orange gel was added to fake a sunset glow. Given the false alarms over the past week, nobody moved very fast.

Cameron says:

“It all felt fairly cheesy and compromised, but I had to shoot something, and Fox was already coming unglued at how much time the shooting was taking.”

Winslet went to get out of her wardrobe. The elaborate costumes and makeup meant it took about two hours to do, but the beauty departments had been instructed to speed it up that night.

Maybe Cameron’s decision to be ready was born out of instinct. Maybe hope. Suddenly, the sun started to peek out from behind the clouds. Cameron jumped to it at once.

Cameron yelled for Winslet—now! Minutes later, she bustled out, her pit crew running alongside, pinning her dress and powdering her nose. The actors were lifted to the bow set on a platform, and Winslet climbed over the railing. Just then, the golden sun burst through the dark purple gray clouds and Winslet screamed, “Shoot! Shoot!” as she and DiCaprio leaped into their rehearsed positions. The focus puller hadn’t had a rehearsal. He was going to be winging it.

Carpenter yelled for an adjustment to match the artificial light to the golden orange of the sun. There was no time for the wind machine, but a nice breeze was blowing, and from the right direction.

Cameron, who was operating a camera by remote, cued the crane that carried it and yelled “action.”

The camera closed in, and Winslet dropped her hands to DiCaprio’s at her waist and turned slightly toward him. DiCaprio leaned in, they hesitated a beat as rehearsed, and then closed for the kiss as the camera arced around them. “I could almost hear the score,” says Cameron. “My heart was pounding and I was trying not to blow the framing.”

Just as the scene finished, the sun ducked behind a cloud. The sky stayed red, and they shot another take, but it lacked the magic of the first.

The next day, they watched the dailies. For one heart-stopping moment, it looked like a bust: that first take was “a little buzzed”, the focus soft. But Cameron liked it. Later, they’d return to shoot close-ups5, adding a few visual effects for certain portions of the scene.

Yet, in the end, it was the combination of teamwork, planning, and sheer luck that resulted in the shot—a slightly blurry shot that has become iconic in cinema history.

Cameron, the biggest advocate for computer-generated imagery, wonders if something was lost when filmmakers traded shooting on location for a perfectly computer-controlled environment. He says:

“We could do that sunset now easily as green screen, and schedule it for Tuesday morning. But would I imagine that sunset? Those particular colors? Now we can create whatever we can imagine. But is our imagination up to the task? I don’t know.”

How James Cameron Sank The Titanic Set

Okay, so about those hydraulics mentioned earlier: This was how Cameron came up with the idea on how they could sink the set.

… Cables would support a long platform with the set on it. The cables would run over pulleys connected to large hydraulic rams around the perimeter of the tank. By linking a computer to the rams, they could not only sink the set vertically but program the rams to tilt it at two different angles as it sank.

Just to put this in perspective: When the Titanic set stood on its end, it would be almost as tall as New York City’s Woolworth Building— about 792 feet6.

The stunt crew rehearsed for several weeks, six days a week. The risks were serious: a performer could fall on another performer, or fall to impact below; or a piece of the set could dislodge and strike someone.

Despite their careful preparations, two falls went wrong one night. A stuntman broke his leg; and a stuntwoman missed her landing, hitting a set piece and breaking a rib. Cameron, who never ask anyone to do something he wouldn’t do7, called up visual effects supervisor Rob Legato at his effects company, Digital Domain. Legato had earlier told Cameron that he was on the cusp of creating realistic CG people using motion capture—a technique in which human actors are recorded and their actions used to animate digital character.

Cameron wanted to know if Legato could pull it off, because he couldn’t get the stunts he wanted. Though it’d take months before Legato could prove that it could work, he said, “Yeah, we can pull it off.”

The director deleted a number of planned shots, trusting in his visual effects team to pull off the then-yet-to-be-proven technique of motion capture.

After the injuries, the Screen Actors Guild sent two people to do a safety check, suggesting that the set was unsafe. Although stung by the insinuation, Landau invited the reps into his office, going over in detail about the safety measures in place— a medical airlift helicopter available at all times, an on-set doctor, and round-the-clock medical staff. He and Cameron always put the safety of their people first. He gave the reps free rein to explore the set and talk to the cast and crew. Landau’s transparency led the Guild to issue a clean report: they knew that they wouldn’t find anything unsafe on the set of Titanic.

For most scenes filming the sinking ship, Cameron spent most of his time in a basket with Muro hanging from a construction crane, both secured with safety harnesses. As extras ran and swam, Cameron would zoom “in and out of the shot, first near the ground, then an eye in the sky”, barking directions over a megaphone. But Landau was impressed that his director always kept his eye on the performance:

“For him, the scale and the spectacle weren’t important; it was the drama and the performances he was able to get from the cast that mattered.”

Here’s an instance of a scene from the sinking being filmed. Winslet and DiCaprio were at the top of tilting poop deck. Above them, Cameron watched. When it was time to call, “Action!”:

The crane operator raised them on the cable at the speed Titanic was supposed to be sinking—fairly fast at that point—and they climbed past Winslet and DiCaprio, very close, and then rose up and up, making the actors appear to go down and down until the cameras were forty feet above them. That put Cameron and Muro more than a hundred feet up, swaying in the crane basket.

DiCaprio recalls:

“When the poop deck went to its peak, the guys jumped off and started bouncing off each other, bouncing off girders. Then you looked and saw, like, eighteen cranes with huge lights shining on you, and Jim Cameron coming from a little spot in the sky, zooming in past your close-up to the people diving below you. Kate and I looked at each other. Our eyes just bugged out and we said, ‘How did we get here? How did we get to this moment in time?’”

Titanic Is Over Schedule… And Running Out Of Time…

Shooting passed the allotted 138-day schedule. By this point, everyone was tired and sick and fed-up of Titanic.

Spending hours in cold water caused several cast members to come down with flu, colds, or kidney infections. Winslet had chipped a bone in her elbow and constantly fretted about the possibility of drowning in the water tank they were filming in. Cameron was taking vitamin B12 shots and drinking wheat-grass to keep up his strength.

And the studio was panicking.

The unfortunate Bill Mechanic once visited Cameron onset once at 2 A.M. (it was the lunch hour, given the endless night shoots) and told him:

“From a financial standpoint, this film is wildly out of control. Nothing is going to change that. All we can do now is contain it. So here are some scenes we’d like you to cut from the shooting schedule.”

Cameron studied the list of scenes, refused, and told Mechanic:

“If you want to cut my film, you’ll have to fire me, and to fire me you’ll have to kill me.”

Then he stormed off set. The scenes stayed8. What choice did Mechanic have? No other director could—or would probably even dare—step in to manage the picture in the unlikely event that Cameron stepped aside9.

Day 164. The last day of shooting. By that point, Cameron had been filming for 22 hours straight. All that was left to film was the scene of the bridge flooding and killing Captain Smith. Cameron recalls:

“I was in a wetsuit with breathing gear, and I had hockey guards on my shins in case when the glass broke it came in, and I was just thinking, ‘OK, I’ve been up for 36 hours straight, I’m 20ft underwater, they’re about to blow all this glass, this room is going to implode.’ And it’s like ‘Lord, take me now – this would be a really good time, because we’re over-budget, it’s a chick flick where everybody dies at the end, and I don’t have time to finish the movie!’”

Cameron cued the squibs to release the water. First the stuntman disappeared. A split second later, the director was slammed against the wall. Slowly, he surfaced. He saw the stuntman, Pavel Cajzl, was at the top and fine. Cameron himself was unhurt. The shot looked good. At last, at long last, filming was over.

Cameron dried off, shared a few toasts with the remaining crew. He confiscated a bottle of tequila, walked up to the edge of the tank where the ship set lay under the water, and drank half the bottle. After saying his good-byes, he climbed into the van that would drive him back to Los Angeles. Before it had even pulled out of Baja Studio, Cameron was already fast asleep.

It was March 23, 1997. Post-production still yawned ahead of them. Chernin had greenlit Titanic on the condition that the film stayed within its $110 million budget, be PG-13, and be ready to open in summer 1997.

The only condition that the film would meet in the end would be its PG-13 rating. Titanic had exceeded its budget a long time ago. And as for its release date, well, this much was clear: There was no world in this universe in which Titanic would be ready in time for a 1997 summer release date.

Here ends Part 2 of this essay series. Read Part 3 here.

Thanks for reading! If you liked this essay, you can sign up here for more issues. If you’d like to support Three Left Feet Media, share this newsletter with a fellow film lover you think would appreciate it.

Long live the movies!

D.L. Holmes

Like most people, perhaps, I am haunted by the fate of the Titanic.

One hundred and fourteen years ago, on this day— April 15, 1912— the then-largest ocean liner in the world sank into the freezing waters of the North Atlantic Ocean at 02:20 AM, two hours and forty minutes after colliding with an iceberg. Out of over 2,000 people that boarded the ship on its maiden voyage from Southampton to New York, more than 1,500 perished within minutes.

What is it about Titanic’s tragic that exerts such a powerful hold over our imagination? Speaking for myself, it’s the sheer terror that the passengers trapped on the ship must’ve felt as this iron leviathan descended into the water, knowing that their death was seconds away; it’s the wide-eyed horror of the handful of survivors in the lifeboats beholding Titanic’s gigantic stern thrust high and uselessly into the sky while the screams carried over the water; and then the sudden darkness that fell on them as the ship disappeared. Vanished. As if Titanic had never existed.

In the decades since, the ship’s doomed voyage has been commemorated in poems, books, and film. But it’s safe to say that no other film has dominated pop culture discussion about Titanic as much as James Cameron’s Titanic did.

As a guy, it’s not cool to admit that you like Titanic— or God forbid, if you claim to have good taste1. I like Titanic, I’m not embarrassed to admit it, and I’d like to think I possess a modicum of good taste. I remember catching it on late night TV as a child, and trying— and failing— to stay awake to watch the entire thing, though certain images from the film remained seared in my mind.

The avalanche of water blasting doors clean off their hinges as it rushes through the ship’s corridors.

Piles of dishes teetering then toppling off their shelves as the ship precariously tilts.

The lights in the portholes suddenly extinguishing, plunging the surrounding area into darkness.

The awful creak as Titanic snapping in two.

I must have been 12 or 13 when I finally got to watch the film in its entirety courtesy of my father’s VHS copy— yes, I am that old enough to have watched Titanic on a VHS player, the image compressed on a boxy CRT TV2. I liked it, enough that I would later watch it three times in a row this one time during an April holiday.

Looking back, I realize that Titanic was my first introduction to both the real Titanic and this guy James Cameron, which led me later to his other movies. It also led me to the making of this film, and it is, to put it mildly, wildly fascinating. The most expensive film ever made at the time, Titanic was daunting to bring to life, and flew in the face of conventional wisdom: that people would pay to watch a fictional love story set during a real incident. Turns out, it made a LOT of money, and there’s a reason why.

So, as history marks the 114th anniversary of the sinking of the RMS Titanic, I thought I’d look at how James Cameron made Titanic. But just as the film grew bigger than forecasted, so did the ambitions of this essay, which ultimately ended up being broken into three parts.

In the beginning, there was A Night to Remember…

How James Cameron Came Up With Titanic As His Next Film

Before James Cameron’s Titanic, there was Walter Lord’s A Night to Remember.

This seminal 1955 nonfiction book about the ocean liner’s doomed voyage, drawn from interviews with the survivors, still remains the watershed book for its approach and its exactitude. Cameron discovered it as a teenager, as well as its 1958 film adaptation by Roy Ward Baker. But it wasn’t until oceanographer Robert Ballard dived to the wreck in 1986 that the Canadian filmmaker started paying attention. Especially when he watched a National Geographic special on Ballard’s dives. He says:

“I realized that robots were being used in the deep ocean. It was a science-fiction dream come true. Inner-space exploration with all the trappings of outer-space fiction.”

Cameron made a few notes: ‘Do story with bookends of present-day [wreckage] scene... intercut with memory of a survivor... needs a mystery or driving plot element.’

And then, for the next several years, he mostly forgot about Titanic.

Until one day in 1992, he found a VHS copy of A Night to Remember on his shelf. Watching it, he realized that it would be fantastic to retell the story, probably with a love story thrown into the mix.

“And with the new robotics, you could do a wraparound present-day story of the real wreck and tie the two together. It all popped into my mind at once.”

After finishing watching, Cameron found an invitation in his mail. It was a black card, covered with rivets, suggesting the hull of Titanic. It was from Al Giddings, his underwater cinematographer on The Abyss, inviting him to watch the latest documentary he’d made: Titanic: Treasure of the Deep, about an expedition to the wreck.

Cameron went. Bowled over by Giddings’ work, he told the documentary filmmaker to take him to Russia. Weeks later, in August 1992, he and Giddings were in Moscow. He met Dr. Anatoly Sagalevitch and his team at the P. P Shirshov Institute of Oceanology, got a tour of the research vessel Keldysh, and spent hours discussing with Giddings and Sagalevitch on how they could fix a 35mm movie camera in a titanium housing on the front of the sub to film the wreck. Several vodka toasts later, Cameron and Sagalevitch agreed to collaborate on something that had never been attempted: shoot a Hollywood movie miles under the ocean, for real.

But before that, Cameron made True Lies in 1994, which only solidified his relationship with Fox, and launched his visual effects company Digital Domain. Around that same time, he was contemplating directing a live-action Spider-Man film. But a mess over the film rights, and the reluctance of Fox bidding for the rights on Cameron’s behalf led the director abandoning the idea. And with Spider-Man no longer on his radar, he turned to Titanic. Still, he hesitated.

“Could it be done? Could the deep dive filming be done? Could we create the technology? Would anyone want to see it?”

Around this time, he got a fax from Sagalevitch. It read, “It is sometimes necessary in life to do something extraordinary.” It was almost as if Cameron had received a message from the universe. “Yes, I realized, sometimes you have to do something extraordinary. Something crazy,” he says. He called Lighthouse Entertainment president Rae Sanchini and told her that Titanic was going to be their next film.

In his research, Cameron uncovered a fascinating fact: when it came to the math of class- and gender-driven survival on Titanic, a woman in first class “had a 97 percent chance” of surviving the sinking, “while a man in steerage had a 16 percent chance”.

The inkling of a story began to take shape. Titanic would be a love story; a life-and-death romance between a first-class female and a third-class male. Cameron figured it would cost about $80 million to make; by his own standards, pretty modest. He was being realistic— the film would be a long historical film where everybody knows the ending, without car chases, big stars, or aliens— in other words, it went against everything audiences had come to expect from a James Cameron film.

In March 1995, Cameron didn’t have a complete script3 when he walked into the office of Fox Group president Peter Chernin. All he had was Titanic: An Illustrated History, a coffee-table book of paintings of the sinking ship by artist Ken Marschall with text by Titanic historian Don Lynch, with its “centerfold image of the ocean liner, lights blazing, bow underwater, lifeboats departing into the black night” and a single sentence: “Romeo and Juliet on the Titanic.”

Over the next few hours, the two men discussed the story, the structure, and the viability, but Cameron’s real pitch was to convince the studio to pay for wreck dives in the Russian subs. He was adamant about doing seeing the Titanic wreck with his own eyes, and figured that it could be a big part of the film’s publicity. At $4 million, it was pretty small compared to how much studios spent to buy a script or commit an actor. Plus, shooting the underwater shots of the wreck, “regardless of whether he captured them for real or created them with CG special effects”, would be not much more expensive than CG.

This is how Cameron likes to describe himself:

“I’m an explorer at heart, a filmmaker by trade. There is nothing that Hollywood can offer more tantalizing or powerful than the chance to explore a place nobody has ever seen.”4

Perhaps it was Cameron’s chutzpah, or his track record of delivering hits for the studio; whatever it was, a deal was struck. But before he could make Titanic, he needed to see the real wreck with his own eyes.

Into The Deep: James Cameron Dives To The Wreck of Titanic

On September 8, 1995, Cameron, Sagalevitch, and a Russian engineer climbed into the Mir 1 and descended to the bottom of the Atlantic. Somewhere on the ocean floor, nearly 13,000 feet from the surface, was the wreck of Titanic.

The dive would be a fourteen-hour journey to Titanic and back— about the same length of a flight from New York to Tokyo. Cameron spent most the trip napping and reading, conserving his energy.

By nine hundred feet, the water outside was black. Inside the sub, the air grew colder, just above freezing. The men layered on extra clothes, drank some tea, and prepared to land.

Using sonar to locate the wreck, Sagalevitch piloted the Mir 1, looking out a six-inch diameter window to see what was out their. It was the only window in the sub, the sub was the size of a cement mixer, and they were navigating in total darkness near a wreck that was 882 feet long when it was built. If they got caught in the twisted steel and cables, they could be trapped at the bottom of the ocean— which meant death. The risk of imminent death, naturally, only made the dive more fun for Cameron.

When the sub climbed over a mound of clay, and the silt from the thrusters finally cleared, Cameron got his first look at Titanic— coming straight at him about ten feet ahead.

Sagalevitch hit full thrust back and up, and sediment again swirled in front of the view port. Cameron braced himself for a crash. But instead, the Mir sailed over a guardrail right onto the deck of the ship. The pilot set the sub down, gingerly, and everyone froze. They looked at one another, stunned. They were sitting on top of Titanic. They had seen the ship just in time to avert a head-on collision.

Once the shock wore off, Cameron got to work. He’d spent hours studying deck plans, diagrams, and a practice model of Titanic in preparation. He says,

“I was like an astronaut landing on the moon. I had prepared and trained myself for the moment so rigorously that I knew the layout of the wreck cold.”

Cameron immediately went to work, prepared with a shot list that required the other sub, Mir 2, to be in precise positions to shine its lights over certain areas of the ship.

“I was so pumped and adrenalized and goal oriented that I immediately turned to filming the wreck.”

But that night, safely back on the Keldysh, it hit Cameron that he’d just sailed through the graveyard of over 1500 people. Tears sprang to his eyes, and he began to shake.

“The enormity of the tragedy, the loss of life, the horror of what it must have been like hit me. It was a deeply emotional place, but my reaction was delayed. I made a vow to myself at that moment to stop being an astronaut and to honor the place, and the event, by making time on every dive to take the wreck in.”

Cameron would do about twelve dives ultimately before he was satisfied. At one point, he used his remotely operated vehicle (ROV) nicknamed “Snoop Dog”5 to venture inside the ship.

Roving around inside the bones of the great ship, [Cameron] saw once-luxurious suites overgrown with deep-sea animals, a woodwork fireplace with a crab crawling over the hearth, silt streaming through intricate bronze-grille doors. The footage would be used not only for the present-day re-creation of the Titanic wreck, but also for the period Titanic.

For Cameron, the footage “set a level of excellence for the rest of the movie”— the costumes and sets would have to live up to the visit of the actual Titanic. Having gotten what he needed from the wreck, it was time to get started on the film.

How James Cameron Wrote Titanic

Known for his thoroughness to detail, Cameron read everything he could about Titanic, creating “an extremely detailed timeline of the ship’s few days and a very detailed timeline of the last night”. While writing, he’d consult historical experts and adjust accordingly if he’d gotten anything inaccurate. He recalls:

“I had a library that filled one whole wall of my writing office with Titanic stuff, because I wanted it to be right, especially if we were going to dive to the ship. That set the bar higher in a way – it elevated the movie in a sense. We wanted this to be a definitive visualization of this moment in history as if you’d gone back in a time machine and shot it.”

Just as he’d noted a decade earlier, the flashback structure would bookend the film, with the present-day storyline featuring a group of treasure hunters diving to the wreck and meeting a survivor recounting her experience on the fateful voyage. It would use a computer simulation depicting how the Titanic’s collision with the iceberg caused the ship to sink, so that by the time it happens, we would know what was happening, and could focus on the characters. Plus, the present-day story would allow audiences to feel the loss and tragedy across the decades.

For the first time since The Terminator, Cameron’s script featured two young leads— 17-year-old Rose De-Witt Bukater and 20-year-old Jack Dawson6. Once again, Cameron’s film would center around a female protagonist. And just as Romeo and Juliet was a story of young love, so too would Titanic. Cameron explains:

“There is no purer, more consuming love than first love. For many of us, it is the most heightened experience we will have.”

A Night to Remember played a big influence on his script; some dialogue and scenes were similar to the film, and he also paid homage by including a scene of a lively Irish party with the steerage passengers.

During this time, Cameron asked Jon Landau to serve as producer. The two had met when Landau was the executive vice president of feature film production at Fox and assigned to oversee Cameron’s previous film, True Lies; Cameron lured him to join Lighthouse. Landau, who passed away in 2024, recalled in his posthumously published memoir, The Bigger Picture: My Blockbuster Life and Lessons Learned Along the Way:

“When I first read the script for Titanic, I thought of it as a ‘three-hankie movie.’ Some people remember the plot or setting: the beauty of the ship, the stratification of the classes, the iceberg, the cold, dark water. But it’s the themes that linger with the majority of the audience. The themes of love and sacrifice, the goodness of some, the badness of others, the stubbornness of time. Without the themes, the plot would have no meaning.”

After ten months, Cameron had a completed script, one that Landau described as “both intimate and grand”. Now it was time to start casting. But finding actors would be a little more than challenging. Cameron had written the kind of roles that could have been played effortlessly by classic stars like Audrey Hepburn or Jimmy Stewart, actors who could mesmerize without needing to go ‘method’. For modern actors— those raised on Faye Dunaway and Marlon Brando, famous for their meticulous research into building their characters— the roles of Rose and Jack might have been less than appealing.

Finding Rose and Jack: Casting Titanic

It’s impossible today to imagine anyone other than Kate Winslet and Leonardo DiCaprio as Rose and Jack; but Cameron could have.

It was only at the urging of casting director Mali Finn that Cameron considered screen testing rising star Kate Winslet. At twenty-one, the British actress was gaining attention for her debut in Peter Jackson’s Heavenly Creatures (1994) and had already nabbed an Oscar nomination for Sense and Sensibility (1995). But her work in period pieces had earned Winslet the nickname ‘Corset Kate’, and Cameron thought casting her in yet another period piece would be unoriginal and lazy. But he filmed an audition in a small period set, hastily constructed for the occasion; immediately, Cameron was bowled over.

“[Winslet] was amazing to watch. Poised, imperious, vulnerable, raw, tragic, and with the inner steel she would need to convince us all that she could survive that night, in both body and spirit.”

Confident he had found Rose, he needed to find an actor with whom she had chemistry. But the role of Jack Dawson proved much harder to cast. Cameron’s preference would have been River Phoenix, but the young actor had tragically passed away in 1993 before he ever had a chance to offer the part. Other actors tested included Matthew McConaughey, one of Fox’s preferred choices7. McConaughey, still an unknown back in 1995, had had a scene-stealing part in Richard Linklater’s Dazed and Confused, and with his handsome looks and famous smirk, he was on the industry’s radar.

They did a screen test. Winslet was taken with McConaughey; McConaughey did the scene with a drawl. Landau recounted how the audition went:

“That’s great,” said Jim. “Now let’s try it a different way.”

Matthew said, “No. That was pretty good. Thanks.”

Let’s just say, that was it for McConaughey.

The other actor being pushed for Cameron to consider was twenty-two-year-old Leonardo DiCaprio, who’d garnered attention for his performances in What’s Eating Gilbert Grape8 and The Basketball Diaries9. But the director was skeptical. In his words, DiCaprio “seemed scrawny and lightweight, not a leading man and not that attractive”. Still, he invited the actor for a meeting at Lightstorm, which prompted all of Cameron’s female office staff to attend, “even the accountant and the secretaries”. Noticing how DiCaprio quickly charmed the room, especially the women, Cameron began to reconsider. He was starting “to get a glimmer that he might be something”.

Cameron flew Winslet in from England, where she was playing Ophelia in Kenneth Branagh’s Hamlet (1996), to read with DiCaprio. But when Cameron handed the actor the script pages, DiCaprio declared, “I don’t read.”

Cameron shook the young actor’s hand, thanked him for coming, and walked away. “Wait,” DiCaprio said. “You mean if I don’t read I’m not even being considered?” Cameron made his policy clear—he doesn’t cast anyone without seeing him work.

With great reluctance, DiCaprio agreed to play the scene.

He slouched into the rehearsal room, lit up a cigarette, and glanced at the script pages disdainfully. Sprawling on a couch, the actor turned to face Winslet. Cameron called action, and DiCaprio became Jack. “He transformed in a split second to the guy you see in the movie,” Cameron says. “He was riveting. He was the guy I wrote. And you could see Kate respond, how it sparked her performance. It was instant chemistry and instant character creation.” Just as abruptly, it ended, and DiCaprio slumped back onto the couch. After the scene, Winslet whispered to Cameron, “Even if you don’t hire me, you have to hire him.”10

And yet… DiCaprio didn’t want the part. He’d always been attracted to more “tortured roles”— he didn’t know how to play an “openhearted, free-spirited guy”. Nor did Fox want to pay the $4 million fee that DiCaprio’s agent was demanding; they wanted McConaughey or Chris O’Donnell. It seemed that Cameron was the only one who was batting for DiCaprio.

With time running out, the director needed to make a decision. He met with DiCaprio and told him:

“I don’t think you’re right for this. You keep looking for a problem, an addiction, a limp. You’re doing what you know, what you’ve gotten acclaim for, playing a retard, an addict. You’re looking for an acting crutch.”

Cameron wanted DiCaprio to see the role of Jack Dawson as a challenge; the kind that Jimmy Stewart or Gary Cooper could have once played effortlessly. He continued:

“When you can do that, then you are a man, my son. You want to do something more challenging? Believe me, this is the hardest part you will ever play.”

Reverse psychology? Blunt candor? Either way, it worked. DiCaprio accepted the challenge. And with the two leads attached, the rest of the cast soon came together, including Billy Zane as the antagonist Cal Hockley11, Cameron’s friend Bill Paxton as the modern day treasure hunter Brock Lovett, Suzy Amis12, and Golden Age star Gloria Stuart as the elderly Rose. Though his agent couldn’t get him the original $4 million, DiCaprio earned $2.5 million for the role. Winslet earned under $1 million. For the film’s biggest name, Kathy Bates as the unsinkable Molly Brown, Cameron kicked in $150,000 of his own fee to meet her $500,000. It wouldn’t be the only time he’d take a massive cut on the money for this film.

How Fox Agreed To Greenlight Titanic - Some Conditions Required…

By the spring of 1996, Twentieth Century Fox had still yet to formally green-lit Titanic. The problem was the same old song-and-dance: the budget.

It was becoming clear to everyone that Cameron’s initial estimate of $80 million was going to be insufficient. Nor would it be the first time that it had happened to the director— The Abyss was $4 million over budget; Terminator 2 had been the most expensive film ever made at the time; and True Lies was the first film to cost over $100 million to make. But those were science fiction and action films; Titanic was a period piece.

So Cameron and Rae Sanchini made an unusual deal: Cameron would take a cut in both his front-end fee and his share of the movie’s gross box-office receipts. Only if Titanic grossed at progressively higher levels would Cameron “catch up” and he’d get his back-end share “only if the movie performed at a very high level of profitability for Fox.”

Although Fox accepted the terms, they still decided to bring in another studio to help share the costs. While rare, it wasn’t unusual for studios to collaborate:

• Twister (Warner Bros., Universal)

• Braveheart (Fox, Paramount)

• Cameron’s own True Lies (Fox, Universal)

Lighthouse thought Universal would be stepping in once again, so Cameron and his team were surprised when Paramount signed on instead13. But as Landau said:

“It didn’t matter where the money came from; we knew the picture we wanted to make, and we knew the deep pockets it would take to make that a reality.”

But the initial fifty-fifty deal was reworked when Paramount began balking at the costs. Rather than risk losing their studio partner, Fox added an addendum to the contract: a budget cap. If the film reached it, Fox would pay for all additional costs, though the terms of the payout would also change. As Landau recounted:

Paramount would get 50 percent only until their original investment had been recouped, after which it’d be a sixty-forty split in favor of Fox. To recoup the original investment, Titanic would have to do unprecedented business: $800 million at the box office.14

At last, on May 28 1996, Chernin greenlit Titanic at $110 million; Fox would handle international rights while Paramount Pictures served as the American distributor. But Chernin had a few conditions: the film had to be PG-13 and had to be ready in time for a summer 1997 release date.

The first ask was relatively easy— after all, the film’s raciest moment was Winslet posing for a tasteful nude sketch. But the second was more dubious: the release date was just over a year away, and nothing had really started.

Still, the Lighthouse team agreed, and they prepared to sail into production. It wasn’t long before Titanic turned into a nightmare that convinced Hollywood that the film would sink Cameron just as the iceberg did the actual Titanic. By the time the principal photography ended, Cameron would probably need a Hail Mary to get the film to perform so well at the box office that it would recover all the money that had been spent.

Here ends Part 1 of this essay series. Read Part 2 here and Part 3 here.

Thanks for reading! If you liked this essay, you can sign up here for more issues. If you’d like to support Three Left Feet Media, share this newsletter with a fellow film lover you think would appreciate it.

Long live the movies!

D.L. Holmes

This is the second installment of a three-part essay on the making of Mad Max. Read Part 1 here and Part 3 here.

From the first day of filming, everything went wrong, and would continue to go wrong until the end.

Six years after George Miller met Byron Kennedy at the University of Melbourne film workshop, the pair had finally commenced on what they’d always wanted to do: make a feature film. Kennedy, the ‘business’ guy, would produce; Miller, the ‘creative’ guy, would direct. But their film wasn’t a serious high-minded Australian production. No. No, Mad Max would be something kinetic, propulsive, nothing that people had ever seen before. Even on its low budget, it would be exciting.

And now, with the money raised, the cast found, and a crew assembled, it was time for the camera to start rolling. But sheer ambition was about to collide with inexperience, and it became clear to all involved: getting Mad Max to the finish line would be nothing short of a miracle.

What Happened On The First Day Of Filming Mad Max (Or Everything That Can Go Wrong…)

To start off easy, the first scene on the schedule to be shot would be simple. No stunts, no effects, not even dialogue. Just a shot of unhinged biker gang member Johnny the Boy (Tim Burns) pulling over on a freeway overpass and prying open a roadside yellow emergency phone box.

Location: The Geelong Freeway in Melbourne.

Day 1 of principal photography: 24 October, 1977. A Monday.

Where’s everybody going to park? That was the first thought second assistant director John ‘Hips’ Hipwell had when he arrived, shortly before 7am, and realized there was no designated parking on the overpass. He was the first person there, but the other vehicles— makeup and wardrobe, grips, tracking, electrics, catering, art department, plus the vehicles transporting other crew— were almost there.

To his growing horror, it hit him that it was his job to have figured it out— or at least that’s what his soon-to-be-pissed-off colleagues would say accusingly. But nobody had warned Hipwell about this, not even first assistant director Ian Goddard, the second A.D.’s superior. And time was running out.

Hipwell recalls:

“People start arriving and they’re saying, ‘John, where do we park? John, what do we do? John, what the fuck is going on?’ Because the freeway was an overpass, to park the vehicles you had to go further down the freeway then come back. Then you were parking the vehicles in a legal position down there, but how do you then get all the crew, the camera and all other stuff back up to the overpass? I really didn’t have any answers. Everyone was like, ‘What the fuck?’ It’s the first minute we’re on set and it’s a logistics nightmare. An absolute nightmare. Also, we were on a freeway.”

Which meant that the crew had to park quite far down the road, and lug heavy equipment for quite a distance up onto the overpass. The crew, most of whom the producer Kennedy had hired from Crawford Productions— founded in 1945, the Melbourne- and Sydney-based production company was popular during the 1960s and 1970s for producing a number of popular Australian television shows— were not pleased.

Still, the crew eventually managed to get to work. Meanwhile, Miller was trying to decide where to position the camera while dealing with something any first-time film director might recognize: nerves. Soon, everything was in place. Miller was ready. So was his director of photography David Eggby, the camera crew, and sound and lighting teams. Burns, the only actor, was waiting for his cue. Miller turned to Hipwell and yelled out: “Can we stop the traffic now, John?”

What? Hipwell couldn’t believe it. Bad enough that he was being blamed for the parking snafu, now he was supposed to stop the traffic on a major freeway? He shouted back, “No, actually, we can’t stop the traffic, George!”

Hipwell recalls,

“I was just being honest, for fuck’s sake. There was a safety issue for the people driving their vehicles on the freeway, and there was a safety issue for the crew. You want me to stop the traffic? No way known.”

Nobody had asked permission to shoot on the chosen location, least of all on a major freeway, much less shut it down—which was required for the shot. The first day of production entered a second round of turmoil. Nobody seemed to know who was in charge of stopping the traffic. Hipwell, feeling attacked from all sides, did the only thing he could think of: he got in his car and drove away. One can imagine Miller’s shocked disbelief as his second A.D. fled the scene.

Hipwell says,

“I realised we had a total shit fight on our hands. Everyone was screaming and yelling. I couldn’t do anything about that, so I bailed back to the office to sort the next day out. I really did not want that sort of scene to happen again.”

The production quickly scrambled. Traffic supervisors Stuart Beatty and Andrew Jones were stationed up the road by the side of the freeway, with only one single directive: stop the traffic.

Beatty recalls:

“I’m thinking, ‘Freak out, freak out, this is going to be so hard’. But actually, it was incredibly easy. We had traffic cones, so, all I did was put a whole lot of them diagonally across the freeway, narrowing all the traffic down to one lane. Then I stood in front of that one lane with a stop sign. That was it.”

By their estimation, Andrew Jones and Beatty stopped around one thousand cars during the morning rush. It was significant enough to make a radio news bulletin on the radio. Gary Wilkins, the sound recorder, thought at the time, “‘Either these guys [Miller and Kennedy] knew someone high up or they were winging it.’ Well, they were winging it.”

With the traffic now stopped, and the crew ready once more, Miller— for the first time in his feature film career— yelled “Action!”

Burns quickly played his scene. No method acting was required—like everybody, he was nervous and wanted to get away from the freeway as soon as possible.

“Cut!” Miller called out. Though rattled, he felt confident that they got what they needed, and everybody left immediately.

It soon became apparent that the confusion was less about one person and more about a broader organizational issue. Hipwell recounts:

“It could have been my fuck up. It could quite easily have been, because I certainly took the shit for it. But Byron sort of thought it would just all happen. And mate, it wasn’t just going to happen. It became very obvious they hadn’t shelled out for a unit manager or a bloody location manager. We didn’t have safety officers. We didn’t have security. We didn’t have runners. We didn’t have anything.”

Jenny Day, the Mad Max production coordinator, believes that the problem was the limited resources for this kind of film.

“It’s fair to say a shoot of that size should have had a producer, production manager, location manager and unit manager. All those people responsible for parking and crew comforts. But that wasn’t the case, and I probably didn’t step in and get involved in those areas as much as I could have. We didn’t have the money for those sort of crews. Essentially Byron was handling it. But Byron—as clever, talented and organised as he was—was inexperienced. So he probably didn’t foresee the need to organise things like parking and permissions et cetera to the letter.”

But if Hipwell had been overwhelmed on the first day, it would also be his last. For the rest of the production, he went into overdrive to ensure that the chaos of that first day was never repeated— not on his watch, anyway. He’d do the work of three people— second assistant director, location manager and production manager— to contain the chaos, for which he was promoted to unit manager.

Still, the best intentions of one person weren’t enough to keep the chaos away. Lack of resources, intense conflicts, and dangerous work all contributed to a tense production— and that was only what was within their control. If the first day of principal photography was an inauspicious start, then three days later, it got worse. And it got Miller fired from his own film before he even had a chance to settle in.

How George Miller Got Fired From Mad Max (… Will Go Wrong)

Miller and Eggby were on their way to the filming location when a crew member frantically flagged them down: the stunt coordinator and the film’s leading lady were in the hospital after colliding with a semitrailer. They immediately turned around and drove directly to the hospital.

A bleak sight awaited them. Rosie Bailey, who’d been cast as Jessie Rockatansky, had broken her leg; Miller, a doctor by profession, understood immediately that it would take weeks for her femur to heal— time that they did not have. Stunt coordinator Grant Page was worse. His face had been hit, and the doctor said that he had internal injuries. He and Bailey were lucky— Page’s quick instincts had saved their lives from a grisly fate by avoiding from going under the truck. According to Page:

“… if I’d gone under the truck, [Rosie Bailey] and I would’ve been chopped to pieces with all that metalwork that hangs under the tray of the back. The only thing I could do was aim at high speed for the rear wheels of the prime mover. I just locked it up, dropped it on the left-hand side, and slid it straight at the rear wheels.”

Nevertheless, this was a severe blow to the production. Kennedy later recalled:

“This had repercussions all the way through the production. If a film has a short shoot, you can usually absorb something like that, but when it’s ten weeks, you virtually have to start your pre-production again. Consequently, we had enormous organisational problems.”

For one, Miller and Kennedy would have to recast Bailey. A nuisance, but Australia had actresses in supply. Finding another stunt coordinator was a whole other headache— highly skilled stuntmen were in rare supply in Australia. And since Mad Max would live or die on the effectiveness of its stunts— complicated stunts, especially by the standards of a low-budget film— losing Page was fatal. Page and Bailey together on the same day? A bad omen.

Bad enough that Miller, a man trained to keep a clear head during a critical medical situation, began to panic. Andrea Kennedy, the producer’s younger sister living with her brother and Miller at the Kennedy family house in Yarraville, remembers the director returning home and ringing up Byron Kennedy:

“I heard him say, ‘Mate, we can’t do this. It’s finished. People are going to die.’ He was really flustered. He was beside himself. Byron must have calmed him down on the other end of the line, and they worked through it.”

The anguish seeped into the rest of the production. Keays-Byrne later described the events that followed as “an unbelievable nightmare”. David Bracks, who played Mudguts, was blunter: “From that moment, the whole thing went into chaos.”

Says Jenny Day:

“People hearing that story now would say, ‘You’re kidding. He’s taking her to set on the back of his bike? There would be a car that comes to pick her up. At the very least, she should be living in a separate apartment.’ But that wasn’t the case. That’s the only way one can do it for $350,000. Guerilla style.”

Viv Mepham, the Mad Max makeup artist, is blunter:

“Page one, you never have the leading lady on the back of a bike before you start shooting. Never would you ever do that. What was Grant thinking? I mean, please. I love him, but you think, ‘Jesus, I wouldn’t get on the back.’ You don’t do that. And he’d done enough films to know that you didn’t do that. He was just trying to chat her up.”

Mepham continues:

“That accident started it off. After that we all thought, Are we sure we want to do this? The stuntman and the leading lady were on the bike, and now she’s off the film. All those stunties had something wrong with them. One had a hole in his heart. One had horrible cancer and was dying. With all the stuff they were creating you’d think, Hello? What are these stunties doing? It was like they all had a death wish.”

If there was one person keeping a cool head, it was Kennedy. He calmed Miller down and the two worked through it. But Kennedy had bigger worries as a producer: he had to think about the money that the investors had entrusted them with, as well as crew safety. Miller had told him that they couldn’t go on: could his best friend cope under this kind of pressure? For the first time, Kennedy was confronted with a dilemma that he hadn’t prepared for: to either replace Miller, or find a filmmaker with a proven track record to support him.

Miller recalls:

“Effectively I was fired as the director of the movie. I just really kind of thought, We haven’t even started and people are going to die.”

Back in Sydney, Brian Trenchard-Smith was playing chess with his wife when the phone rang. It was Byron Kennedy: He wanted to know if Trenchard-Smith would be interested in taking over Mad Max. “There isn’t much money in it,” Kennedy told him, “but would you consider flying down and directing the film?”

Trenchard-Smith had made his directorial debut a few years earlier with the 1975 action film The Man from Hong Kong, an Australian-Hong Kong production starring Jimmy Yu and one-time Bond actor George Lazenby1. The production would be notable for featuring three pre-Mad Max alums: Keays-Byrne, Page, and Roger Ward. Trenchard-Smith had heard chatter about the troubled Mad Max production, but he turned down Kennedy’s offer. He says:

“I thought it would be bad for George’s career for a more experienced director to come in during the shoot to share the reins. People often make unfair judgements when rumours of a troubled production surface in this internecine industry we inhabit. I liked George, although I did not know him very well. But I could see he shared with me a slightly wacky creative sensibility and a love of cinema.”

Trenchard-Smith adds:

“Although, to be honest, perhaps if Byron had offered money I could not ignore, maybe I would have put my Sydney business on hold and taken it.”

But Trenchard-Smith did give Kennedy some valuable advice. “I suggested that if the problem was efficient planning rather than creative issues, a better solution would be to strengthen the assistant director and production management departments,” he says. “Byron took my advice, and George was able to deliver a groundbreaking film. I never told anybody about Byron’s call.”

By nightfall, Kennedy was still without options. Around 3am, Miller— who’d spent a sleepless night soul searching— spoke to his producer. He wanted to be allowed to continue directing Mad Max. He told his friend:

“I am not an arrogant man. But one arrogance I do have is that I can make movies.”

Did Kennedy sleep on it? Or did Kennedy relent because he had no plan B?

Only this much is known: the next day, George Miller was back in the director’s chair. And he wasn’t the only one. After less than twenty-four hours in the hospital, Page returned to the set— bound in a wheelchair, his nose halfway across his face, and urinating blood. The show, as they say, must go on.

How Mad Max Was Filmed

Back in the 1970s, action scenes were considered to be “the province of hacks and assistant directors”; today, especially on larger studio films, action is handed off to stunt coordinators and pre-viz teams.

In other words, not much has changed.

But Miller did not want to leave the action scenes to a second unit; for him, the action was as vital as the non-action bits: he wanted his action sequences to evoke the “purity of early silent films, which could tell a story with movement alone.”

He said:

“For me, from the get-go, film was kinetic. It’s intrinsic to film. I think I learned more from silent film about the syntax of film language than any other form of filmmaking… Buster Keaton and Harold Lloyd and all of those people were, for me, pure cinema.”

The question, thus, was how could Miller “take a series of events, none of which are in themselves really spectacular, and create a sequence of shots like a passage of music?” on a low budget? On Mad Max, it meant getting innovative, especially when it came to certain shots.

From the early days working on the script with co-writer James McCausland, Miller wanted to film low-angle shots that “embraced the black bitumen of the road as if it were a character in the story”. Getting the low-to-the-ground visuals required some engineering ingenuity: They bolted a steel platform to the front of a Ford F100 that travelled close to the surface. Very close. Once, camera assistant Harry Glynatsis, sitting sit next to DP David Eggby who kept the camera against a “big, floppy old sandbag” to minimize vibrations and create smooth shots, fell underneath the platform and vehicle. He was lucky: Glynatsis was thin enough that there was enough space to travel over him. But he still got badly scraped. Had he been larger, the accident could have been worse. And after what happened to Page and Bailey, the production did not need another disaster.

For another scene, Miller wanted a point-of-view shot from the perspective of a character riding a bike at high speed. To pull it off, Eggby sat on a bike behind the rider Terry Gibson (the then-president of The Vigilantes Motorcycle Club that agreed to appear in the film as biker extras) while operating a cumbersome 30-pound camera… while the bike raced at high speed. Eggby could not hold on anywhere for safety since he needed both hands to hold the camera. Nor could he wear a helmet he needed to press his face against the eyepiece.

As if that wasn’t enough, they discovered that if Eggby leaned to either side while shooting, the horizon would get thrown off and the shot would look crooked. To overcome this problem, Eggby had Gibson crouch down and to the right while the cinematographer leaned his torso across the bike; its windshield would get captured at the bottom of the frame. Eggby recalls:

“We took off first and did it at sixty kilometres an hour, me feeling a bit vulnerable because I couldn’t wear a helmet. But bikes are designed to perform better at speed, so we tried it at eighty. We found that when we built up speed, the faster we went the smoother it seemed.”

Eggby had no idea exactly what speed they were travelling; neither did Gibson. The two shot several takes, pushing the speed each time. When they watched the rushes the following day, only then did they see the speedometer: it was almost 180 km/hour. And the only safety measure they’d had was tying Eggby and Gibson together with a large belt. Perfectly normal.

Miller and Eggby clashed throughout the production. Gaffer Lindsay Foote recalls:

“Virtually every shot there was an argument between Eggby and George. Eggby would say this couldn’t be done or you can’t do that. David went over to America to work and they loved him over there, because he took charge. Do this, do that. They loved it. But it’s a very aggressive way of working and that doesn’t necessarily work with Aussies.”

Foote continues:

“According to the original script, it wouldn’t cut [edit together]. There was a lot of that and it became quite ugly at times. I don’t remember a lot, I’ve sort of erased it. The continuity person walked off the set most days, because she was so upset. They crossed the line all the time. We all wanted to make a good film. But if we’re going to put ourselves in danger, we don’t want to keep coming back and do pick-ups every day.”

Miller, though soft spoken and inexperienced, was far from a pushover. He knew what he wanted, even if everyone else didn’t know what was going through his mind. The crew grew infuriated when demanding answers from Miller— he tended to close his eyes and block out the disturbances in response. What they saw as infuriating indecisiveness and uncertainty, others would later come to see as a style of diplomatic deep thinking. But with the time on the clock, pressure and tension were mounting.

Actor Roger Ward recalls,

“George would just stand there, thinking about what the shot would be. The crew would say, ‘Oh come on, for God’s sake, get on with it! Come on George, what are you doing?’ I would have probably have been intimidated by them, but George wasn’t. He was determined to get what he wanted, he just didn’t know how to do that. He’d stand there for minutes—half an hour sometimes—just thinking. The animosity from the crew was quite obvious. You could hear them. I could hear them. He could hear them.”

A bit part of the problem was the debacle on the Geelong Freeway that left several crew members less than impressed with the first-time director, and they weren’t afraid to hide it. Traffic supervisor Stuart Beatty says:

“Everybody was being underpaid. Some of the crew were aggressive, nasty bastards. Some were just complete arseholes. Partly because they were under a lot of pressure. Also partly because it was very unpleasant in terms of weather. It was stinking hot most of the time. And on other occasions it pissed down with rain.”

Nor did it help that the catering was terrible. Glynatsis recalls a particularly nasty experience with an egg sandwich:

“One day I opened up [an egg sandwich] and fuck, there was a maggot. Right there in the sandwich. That maggot will always stick in my brain.”

Several crew members would get stoned during the shoot, something that angered Eggby since dangerous stunts were being done and everyone needed to be focused:

“I do remember finding out that people were smoking dope. I didn’t tolerate any of that, even drinking, on film crews. I vaguely remember being very angry about it. I was an angry young man.”

Miller credits Grant Page as crucial to Mad Max, especially considering that he returned to set while still recovering from traumatic injuries. “He made a huge difference to that film,” he says. “You look back and say, ‘Boy, if that person didn’t guide me through that or advise me through that, I wouldn’t be doing this or have the understanding I have.’ Grant was very effective on Mad Max 1.”

Making Mad Max was guerilla filmmaking pushed to the extreme. After filming a car crash, Miller and Kennedy would stay back and sweep up the roads at night. For the lenses, Miller tracked down Todd-AO lenses that Sam Peckinpah had used to film The Getaway (1972) in wide-screen, and dumped in Australia because they were damaged. Only one them properly worked, so they shot the entire film on a very wide 35mm lens. Miller recalls:

“People said I was very clever to use the wide angle lenses but we had no choice really if we wanted to do the anamorphic format.”

He also recalls one particularly fortuitous stroke of luck: the aid of the police. Melbourne’s law enforcement became interested in the film and would help the production in their off hours:

“I mean they’d block off the roads for us and whatever because no-one was making movies about these sort of things. Particularly because there was futuristic kind of cop cars in it we would often be driving these cars back to and from location and have an escort of several police on their motorbikes or police cars. Just taking us down as part of a convoy. So it was kind of pretty guerrilla in that way.”

At last, six weeks of calamitous, tense principal photography finally, mercifully, wrapped up. There would be pick-up shots and a few reshoots, but for the most part, Mad Max was done. Many— well, most— of the people who worked on the production had written off the film as a commercial artistic failure; several felt fortunate that the film didn’t cut them down in their prime. While Miller and Kennedy toiled in post-production, members of the Mad Max crew would run into each other occasionally and remember their time on the film, joking about working on “that silly action film, directed by the idiotic George Miller, who clearly had no idea how to make movies”.

That opinion would change when they finally saw what Miller had wrought. But it would be over a year before Mad Max hit the screens due to an extremely long post-production.

Here ends Part 2. Read Part 1 here and Part 3 here.

Thanks for reading! If you liked this essay, you can sign up here for more issues. If you’d like to support Three Left Feet Media, share this newsletter with a fellow film lover you think would appreciate it.

Long live the movies!

D.L. Holmes

This is the first installment of a three-part essay on the making of Mad Max. Read Part 2 here and Part 3 here.

Most filmmakers breaking into the movie industry make their directorial debut with a small-scale feature film. Then there’s George Miller, whose first film was Mad Max.

At first glance, Mad Max fits the bill of most first films: it was made on a small budget with a mostly unknown cast, led by a then-unknown Mel Gibson. Unlike other debuts, though, this Australian low-budget flick brimmed with car chases and horrifically grim moments. Just as Seven Samurai forever reshaped the action film, Mad Max rewired the imaginative possibilities of post-apocalyptic and dystopian stories in pop culture.

Oh, and thanks to its tiny budget1, it held the Guinness World Record for the highest box-office-to-budget ratio of a motion picture, dethroned only two decades later by The Blair Witch Project (1999). Not many feature film breakouts can claim such an auspicious and profitable breakout.

How, then, did a “fast-moving beer-and-popcorn picture” from Australia about “marauders creating mayhem on the roads and the leather-clad cops who try to stop them” conjure spectacle on such a minuscule budget? And what kind of brilliant— even depraved— mind came up with a story like Mad Max whose influence continues to be felt even today?

To celebrate the film’s 47th anniversary, let’s take a look at the wild, unbelievable story behind the making of Mad Max, and how it was brought to life. This is Part 1.

How George Miller Got Into The Movies

Any story about Mad Max begins with its creator: George Miller.

Miller, the son of Greek immigrants raised in the small country town of Chinchilla, Queensland, never set out to be a filmmaker. He wanted to be a doctor— at the time, the most influential career a person could aspire to be was the local GP. “Also, I was intensely curious about who we are as human beings,” he reflects, “and I believe a medical education was probably, for me at least, the best way to get to understand who we are.”

In 1966, Miller, and his twin brother John, attended medical school together at the University of New South Wales. Unlike his more conscientious brother, Miller spent more of his time checking out all that the university and town had to offer2. This included frequent trips to the cinema, including that one afternoon when he caught Robert Altman’s 1970 Korean War satire M*A*S*H at one theater, then walked into another to watch The Battle of Algiers. It wasn’t till a few years later that two incidents in particular would profoundly affect his life.

In 1971, Miller’s other brother, Chris, told him that the university was hosting a short film competition. The prize was free admission to a film workshop being conducted at the University of Melbourne; there, around forty aspiring filmmakers would learn the tricks of the trade. To compete, contestants had to shoot and edit a one-minute short film in an hour. The Miller brothers’ entry was a fifty-seven-second short film in which…

… a tracking shot slowly approaching a man with long hair, a hat and an overcoat. As the man turns towards the camera, the filmmakers cut to a cartoon caption that reads, ‘What’s so wrong about movies is that they’re not real.’ In the last couple of seconds, the man’s hat and hair suddenly pop off and his coat falls to the ground—as if nobody was actually there.

The Miller brothers’ entry won, but George didn’t give much thought to attending the Melbourne workshop. He was going to be a doctor; making films didn’t seem like a serious career option.

Around this same time, Miller took a job at a construction site while waiting to start his internship. One day, as he stood next to another worker, a brick fell from fourteen floors above them; it narrowly missed Miller, hitting the ground between them with a crack. “This was in the days before helmets,” he says. “I got an existential jolt. I thought, Damn it, I shouldn’t be on this site.”

The next day, he made the nine-hundred-kilometer trek by bike to attend the workshop in Melbourne3. And at this workshop, he met the man who’d become his best friend and filmmaking business partner/producer: Byron Kennedy

How Byron Kennedy Met George Miller: The Beginning Of A Beautiful Friendship

Without Miller, the world would never have gotten Mad Max. But Mad Max would likely have never gotten made without Byron Kennedy.

It was his mother who named her firstborn after the nineteenth-century romantic poet Lord Byron4; Lorna Kennedy wanted to pass on to him her fondness for arts and culture. But Kennedy’s artistic ambitions were fused with an entrepreneurial streak, leading him to launch his first production company Warlok Films at age 18; then, when was 21, he won the Kodak Trophy competition for a vérité-style documentary called Hobsons Bay— the prize was an overseas trip to meet and be mentored by film industry professionals. When he returned, Kennedy lent his services as a freelance cameraman and production coordinator in Melbourne and Sydney, while also lecturing at the now-defunct Aquarius Film School, conducted by a group called the Australian Union of Students. In 1971, he attended a film workshop held at the University of Melbourne. This is where he bumped into George Miller.

Although Kennedy was four years younger than the soon-to-be doctor, the pair hit it off at once, recognizing kindred spirits. Miller had the creative instincts, Kennedy the producer’s vision. Each had what the other lacked, and decided they’d be more successful together than individually. Eric Kennedy, Byron’s father, would recall: “They understood each other and they both knew where they wanted to go.”

Andrea Kennedy, Byron’s younger sister, sums it up succinctly:

“If George was the creative one, Byron was the more financial one. But they shared the same visions. They bonded instantly. They could bounce off each other and they had great rapport.”

That year, Miller and Kennedy made the first of several projects: the short film Violence in the Cinema: Part 1. Filmed in a mockumentary style, the black comedy followed a stuff academy cautioning about the impact of violence in film, only to be assaulted in various gnarly ways throughout. Both acclaimed and controversial, Violence was submitted by the government as Australia’s official entry to the Cannes and Moscow film festivals of 1973. At a 1972 screening at the Sydney Film Festival, a representative from a distribution company approached Miller and Kennedy: he wanted to distribute their film. Kennedy negotiated the contracts: British Empire Films (closely associated with distributor/exhibitor Greater Union) would release Violence release in Australia, and Metro Goldwyn Mayer (MGM) would handle the rest of the British Commonwealth. For the next few years, the pair continued working on smaller projects, including a TV comedy special on Australian films called They’ve Got To Be Jokin’, which they sold to Australia’s Channel Nine Network. Nine also picked up a 1974 Kennedy-Miller short documentary called The Devil in Evening Dress, a one-hour special examining the legend of deceased opera singer Federici, whose ghost supposedly haunts Melbourne’s Princess Theatre5.

When Miller wasn’t making films during his off-time, he was doing his residency at St Vincent’s hospital in Sydney, where he was exposed to various traumatic events that influenced the grim world of Mad Max. Recalling one particularly horrific accident when five people were rushed to the emergency room:

“There was a young girl they brought in. She had a rubber blanket around her, and I lifted it and couldn’t even make out what should have been her legs, she was so badly crushed.’ He looked around for a place to insert an IV but couldn’t find a vein in her arm, so he inserted it into the young woman’s neck. She remained conscious the whole time, repeating two words over and over again: ‘Die me. Die me. Die me.’ A priest was there, shouting out for her to repent. She was wheeled into the operating room and died that night.”

1976 was pivotal for Kennedy’s professional development. The Melbourne native attended the Milan International Film and Multimedia Market, and also the Marché du Film (Film Market) at the Cannes Film Festival, which happens to be “one of the largest films markets in the world, abuzz with the activities of buyers, sellers and scattered hopefuls”. Kennedy’s interest was in contracts, and how they worked. As Luke Buckmaster recounts in Miller and Max: George Miller and the Making of a Film Legend:

[Kennedy] spent six weeks studying the contractual and legal aspects of film production, distribution and marketing in Hollywood. He returned home well-schooled in the field, adamant that this kind of knowledge was sorely needed in the Australian film industry.

Later, Kennedy made an important trip to Hollywood to meet with some of the industry’s top lawyers on what to do with contracts.

This is how [Kennedy] was able to influence people. These legal blokes told him what to do, what to look out for, that sort of thing. They gave him a few of their contracts to keep and to bring home so he could study them.

This knowledge would become his superpower. His father remembers:

“Byron used to say that nobody in Australia knew anything about signing contracts.”

In that same year, the Kennedys moved into a new house in Werribee, Victoria. This time, they had added a new member to their household: Miller. The recently graduated doctor lived with the Kennedys for a few years, and the family have fond memories of him. “George was no trouble. He was just sort of an invisible person. You wouldn’t even know he was there,” recalled Lorna. Added Eric, “George had a sort of gentle air about him.”6 Andrea, remembers him as a “nice, gentle soul. As you see him on TV these days—that funny, science-y, goofy, unpretentious guy—that’s what he’s always been like.”

Living with the Kennedys had benefits. Miller could save money since it was cheaper than being on his own. Plus, he and Kennedy could work around the clock on whatever project obsessed them; and that year, they had decided it was time to break out in a big way with their first feature film. It would be kinetic, visceral— a “road movie, a horror film in the tradition of Carrie, a car action film, a bikie film and a cop film”. It would be called… Mad Max.

The Origins of Mad Max

Miller used to listen to a radio program called Newsbeat, in which reporter Neil Thompson would travel on night rounds with the police and interview car-crash victims7. One night, Thompson found that one of the victims fatally injured in a crash in Clarinda was his own son; instead of calling off the show that night, he insisted it proceed as usual.

“It somehow resonated with me,” recalls Miller, “because I remember the feeling of working in casualty at St Vincent’s hospital and being quite disturbed by the violence, and the road carnage, and the way we kind of processed it.”

This particular episode stirred his imagination. He began to conceive a professional desensitized to violence, only to be stirred awake when the violence struck his family. Miller thought of a name. Max Rockatansky. Profession: Journalist.

Yes. For a brief moment in time, the titular Mad Max was a journalist.

Business sensibilities, however, prompted Miller and Kennedy to reinvent Max as a fifteen-year-old teenager, to directly target the “teenaged, car-action-movie audience” that the pair saw as their audience8. What stayed consistent throughout the character’s gradual evolution was its local Australian roots, while also making certain that it could carry internationally.

But Miller struggled to make the concept work. Back to the drawing board he went; he retained the core idea—a character hardened to violence—but this time, he switched Max Rockatansky’s profession to a police officer. He also made another crucial change, and that was when it would take place: the future. Not too far out into the future— he and Kennedy wouldn’t have money for extravagant science fictions sets. No, this would be in the near-immediate future, or “the lead-up to ‘next Wednesday’: the day when society’s greatest fears have been realised, from drought and desertification caused by climate change to nuclear fallout and economic ruin.”

Miller and Kennedy knew they were on to something. Kennedy claimed that other concepts were discarded before settling on Mad Max because the others lacked international sales potential: the pair wanted to make a ‘successful’ film that would have “an immediate impact on its audience”.

But Miller was dissatisfied with the progress; the dialogue in particular, he thought, lacked flavor. Maybe it was Max’s previous trade as a journalist; maybe it was film critic Pauline Kael’s essay ‘Raising Kane’ that made him think that journalists like Ben Hecht and Herman Mankiewicz made good screenwriters; whatever it was, Miller reached out to journalist James McCausland and ask if he’d write the script.

McCausland, at the time, was the Melbourne finance editor of The Australian. He and Miller had bonded over films once at a party. The New York-born McCausland reckons that Miller approached him because he’d written a story about how he came to Australia and why he stayed.

“George loved the tone of the story and said, ‘Would you like to write a film?’ I said sure. What else would I say?”

Miller brought him a one-page outline, offering about $3,500 for about a year’s worth of writing. He told McCausland, “I know you’ve never written a film, but you’re a journalist. I know journalists are sometimes cynical about things, but they can write things. Just don’t be cynical.”

Since both Miller and especially McCausland worked full-time jobs, the two novice screenwriters worked out a routine:

After McCausland came home every evening from the newsroom, he’d have dinner and toil away on the script until around midnight. George would arrive at his house early the next morning at around 6 am. Sometimes McCausland would wake up and think: ‘This movie we’re writing is absolute rubbish.’ But they kept at it, writing then rewriting and rewriting again. McCausland developed virtually all the dialogue. Miller admired how McCausland was able to bring snappy speech to the characters; how their words differed from person to person.

In turn, McCausland admired Miller for his eye for the visual:

“George had this tremendous visual sense. He taught me all about that sense. Because we had so little money, we had to have about ninety-five per cent of the film in the script when we went to film it. So it was not only the dialogue I wrote, but also cinematic effects. I can remember we did one particular scene and we must have gone over it fifty times. It was about a hubcap rolling down a hill. We would always start off: OK here it is, this hubcap, rolling down the hill into the view of the audience. It took us weeks to get the dialogue around that scene alone.”

One particular inspiration for McCausland was the 1973 oil shock, when the Organization of Arab Petroleum Exporting Countries (OAPEC) declared an oil embargo in response to President Nixon’s request for Congress to make available $2.2 billion in emergency aid to Israel for the Yom Kippur War. In the United States, petrol prices skyrocketed from US$3 to US$12. Though the embargo only lasted for five months, the higher oil prices remained. In a 2006 op-ed for The Courier-Mail, McCausland wrote:

“A couple of oil strikes that hit many pumps revealed the ferocity with which Australians would defend their right to fill a tank. Long queues formed at the stations with petrol—and anyone who tried to sneak ahead in the queue met raw violence.”

A world where civilians were prepared to wage war for a quart of petrol wasn’t fanciful; it was very real9. That, coupled with Australia’s car culture and the seeming acceptance of car crash fatalities, often gruesome, seemed to click.

Miller, Kennedy and McCausland view gung-ho Australian car culture (certainly in terms of road deaths) as part of that: absurd and senseless. This attitude is present onscreen. Seconds into Mad Max the audience sees a yellow sign announcing fifty-seven fatalities on the road so far in the year.

What the screenwriters lacked in formal knowledge, they made up in creating a core concept that resonated. Audiences affected by the petrol shortage, especially automobile owners forced to stand in petrol queues, would understand; and then they’d care about Max. Lacking screenwriting experience also helped the trio— Miller, McCausland, and Kennedy— to avoid formulaic structures. Where the traditional film starts slow then loads the final thirty minutes with wall-to-wall action, Mad Max flips the structure. It begins with a high-octane action scene—a high-speed pursuit between law enforcement and a deranged motorbike gang member— and ends with Max cuffing the surviving gang member’s foot to an overturned petrol-leaking vehicle, and giving him an ultimatum: “Free yourself by sawing through your own leg or die in the explosion.”10 Possibly inspired by Star Wars— a film that Miller and McCausland admired— but with the structure flipped “from crescendo to decrescendo”, Mad Max was the opposite of a hero’s journey; instead, it is the story of a once-decent man who breaks bad.

1968’s Planet of the Apes might be considered the father of the modern dystopian future genre, itself born from Fritz Lang’s 1927 classic Metropolis. These certainly helped plough the ground from which Mad Max had planted its roots. Other direct influences from Australia included Peter Weir’s own debut The Cars That Ate Paris— about a small fictitious Australian country town called Paris with an economy reliant on a steady supply of wrecked vehicles— and a biker movie called Stone from one-time feature filmmaker Sandy Harbutt— which also starred Hugh Keays-Byrne, Roger Ward, Vincent Gil and David Bracks, all four of whom would appear in Mad Max.

Miller and McCausland watched these films and more as research; by the time they finished writing, they had a 214-page screenplay. It was a rather confusing read, not to mention disjointed, but it was a finished screenplay. It allowed them to proceed to the next vital step: finding the money.

How Mad Max Was Financed

It’s rare for a film’s precise financial details to be publicly available, but the most frequent number that is mentioned in discussions on Mad Max’s budget is $350,000. Even in the 1970s, it was a minuscule amount of money, especially for this kind of production.

Miller and Kennedy went about raising money the usual way: asking friends and family. The two also worked three months on the road, operating what was basically an emergency radio ambulance service. Kennedy drove, Dr. Miller treated the patient. It was intense— the pair worked multiple days with little sleep, and witnessed the gruesome spectacle of people who’d nearly killed themselves, and perhaps their friends, in motor accidents. Kennedy recalled one particular weekend that stuck in their minds:

“In mid-1975, in one weekend there were about twenty-five people killed on Victorian roads. You could see that people had come to accept the fact people could die on the road. And yet it didn’t seem as horrific to them as, say, someone falling out of a fifteen-storey window. So we thought there’s probably some sort of basis for a feature film in that.”

Although there were government grants, applying to the Australian Film Commission wasn’t in the cards— Mad Max had an “aggressively commercial” nature, and government agencies preferred to give grants to more ‘serious’ films about art or period pieces. Despite the hustle, the two still came up short of their targeted goal.

The two were discouraged. They knew that the solution had to be private investment, but they were filmmakers, not experts on corporate world and investing. Someone suggested that they get in touch with Noel Harman, a Melbourne stockbroker. He might be able to help them.

Miller and Kennedy turned up on Harman’s doorstep. “We heard you take care of disasters, so here we are,” said Kennedy.

Harman knew nothing about cinema, but the financial whiz did know a lot about investing and corporate structure, and agreed to help.

“Byron and George had been let down by a number of people, and even though they were inexperienced, I was impressed by their professionalism.”

In September 1976, Kennedy Miller Pty Ltd (later renamed as Mad Max Pty. Limited in 1977) was registered as a new company, replacing the earlier formed Kennedy Miller Entertainment. The new company structure would allow Miller and Kennedy to court and show investors that this was a serious business proposition— Kennedy maintained that the transparency of “company structure, accounts, and auditing” was part of his presentation.

Under Harman’s guidance, [Miller and Kennedy] developed a plan whereby approximately thirty investors would be asked to chip in about $10,000 each. In addition to what they already had, this would be enough to make up the budget. Harman compiled a document outlining a business case for investing in Mad Max, believing ‘there was a big gap in the market for something with heavy action’. He envisioned the film getting a dual release in Australian theatres and drive-ins. Factoring in average audience attendance and a modest advertising budget, Harman argued it was possible for the film to have a combined local box office of just over $1.1 million, providing a reasonable return on investment.

Details of the structure are not widely available, but what is known is that the sought twenty to thirty individual investors to help make up the financial shortfall:

Investment came in lots of $2500, and the biggest single contribution was $15,000 from Kamen, Kennedy’s childhood friend and Dragsters partner, who was by then a medical doctor Most contributions came in at around $10,000. Miller has described soliciting investment through friends and family, which makes the process sound rather ad hoc and charitable. But Kennedy has also described a solid investment prospectus, sufficient to make a persuasive financial case. The forty- page document identified the investment as high risk, and the specifics focused far more on the financial side—and on reassuring backers that their money would be put to use—than on the film itself, which was described over about one page as a simple road action movie. Kennedy’s friend Kamen circulated the offer around his Melbourne medical professional circles, as he believed Miller did in Sydney.

Harman knew that the investment was risky. Still, his involvement “proved to be the circuit-breaker the young filmmakers needed”. Miller and Kennedy’s short film, Violence in the Cinema: Part 1, also helped convince investors that the two were serious about their work even if they didn’t have a lot of experience. Harman’s efforts were so successful that they had to turn back taxpayer funds offered to them by the Victorian Film Commission. He says:

“I wanted as much as possible to do it without government assistance and that’s exactly what we did.”11

That Mad Max was entirely privately financed was an anomaly especially in the Australian film industry, which relied on generous taxpayer-funded assistance. But it also made sense in the grander scheme: independent financing gave the filmmakers complete autonomy over their unusual film, while also promoting the production’s business credentials as part of its long-term plan.

Among the syndicate of private investors was the Australian company Village Roadshow. The company had pledged $25,000; but most of all, it had committed to distributing the film. Miller and Kennedy’s partnership with Roadshow started inauspiciously— the pair had pitched an early version of the script to Graham Burke, an influential Australian cinema powerbroker at distributor Village Roadshow12. Though Burke wanted to make something that was a departure from “high-minded dramas” that Australian cinema was making at the time, Mad Max was definitely not it; it didn’t help that Miller and Kennedy’s pitch was long and confusing. Unimpressed, Burke told them:

“If you can’t sell this to me in an hour what hope have I got in thirty seconds on television?’

Burke recalls:

“I didn’t think [Mad Max] was commercial and I didn’t think it was very good. But while I wasn’t impressed with their project, I was definitely impressed with them as people. They were not like normal filmmakers that came to see me in those days… I gave it to them truthfully rather than saying something like ‘Leave it with me’. I just said I didn’t like the project.”

Burke vividly remembers Kennedy’s face turning a bright red. As they left his office, he assumed that he’d never see the two again. Six months later, they returned. Kennedy slammed a thirty-page treatment on Burke’s desk and said, “Can you sell that?”

He could. Burke did. The treatment helped him see their vision and he loved it— and would bat for it all the way to the end. In fact, rather than toning down the violence, he told them to make the film “a little tougher”. When Miller and Kennedy raised the money, that was when Village Roadshow chipped in as well13.

With the money locked in, Miller and Kennedy turned their attention to casting. Thinking that an American actor as Max would help generate interest, Miller scouted for potential candidates in Los Angeles in 1976, but abandoned the idea shortly. A famous name might help sell the film, but their salary would eat up the tiny budget and leave little for the stunts and action scenes. If this was going to be an Australian film, it made sense to go with an Australian cast.

But the auditions failed to inspire much confidence. For a brief moment, they thought they might have found a Max in Irish-born actor James Healey, who had appeared in the Australian police procedural drama Homicide, but he turned the role down. Australian casting agent, Mitch Mathews, suggested they meet some of the graduates from the National Institute of Dramatic Art (NIDA), a prestigious and picky Australian arts school that accepted less than thirty students annually. The 1977 alumni, in particular, included a young man named Steve Bisley, who lived with three other young men in a run-down four-bedroom house near Bondi Beach in Sydney. One of them was a handsome, fresh-faced aspiring actor with blue eyes named Mel Gibson.

Finding Mad Max, And Casting The Movie

George Miller knew he’d found his Max Rockatansky when he looked at Gibson through the eyepiece of his camera. The shy twenty-one year had auditioned in September 1977, and there was little doubt that he was the one. Production coordinator Jenny Day recalls:

“I remember George calling me and saying, ‘Do you want to come and look at footage of some auditions? I think we’ve got a Max.’ I remember going over there and seeing the audition with Mel and two or three other male NIDA graduates. There was no doubt that Mel had it. Everybody felt that. George felt that. Mitch [Mathews] felt that. I felt that.”

Gibson’s housemate Bisley, meanwhile, nabbed the role of Rockatansky’s best friend Jim Goose; for the two aspiring actors, the roles were a coup. At the time, Gibson’s only other film credit had been a low-budget surfer drama called Summer City (1976), which marked his first onscreen kiss, with—of all people— Steve Bisley. Faith Martin, Gibson’s agent from 1976 to 1979, recounts:

“In Australia in those days there was not a big film market. People like George Miller were a totally new breed on the horizon. When I started as an agent, all there was were classy productions in television and theatre, and that was pretty much it.”

Martin knew that her client was destined for big things. “It was clear even back then that there was a lot more to Mel than his looks,” she says. “There always has been.”

The film managed to add a little prestige by signing up Roger Ward to play Captain Fifi Macaffee, Max’s boss at the Main Force Patrol. The tall muscular actor cut an instantly recognizable figure, having appeared in several popular 1970s TV shows such as Homicide, Matlock Police, and Number 96; he also had roles in features such as (the aforementioned) Stone and The Man from Hong Kong. However, his weekly rate of one thousand dollars made Miller apprehensively until the director realized he could pay Ward by fitting all his scenes into one week.

With casting, Miller used a curious technique to audition actors, one that he’d employ many times in his career: he’d request them to tell him a joke. Actor Tim Burns, who played Johnny the Boy, explains the reason behind this:

“George’s view of why you do a joke is because, in a theatrical sense, you have to understand structure, you have to understand drama, you have to understand climax, you have to understand timing and you have to be able to sort of change the reality. It was such an interesting way to audition for Mad Max. It tells you something about that film, in that it has a kind of satirical element.”

Every protagonist needs an equal and compelling antagonist; for the villainous Toecutter, Miller found it in the actor Hugh Keays-Byrne, a British-Australian giant whose physicality was at odds with his gentle personality14. Actors David Bracks, Vincent Gil, and Paul Johnstone rounded off the rest of Toecutter’s gang— “a bunch of fiends, felons and miscreants with an appetite for speed and no respect for the last remaining slivers of polite society.”

To prepare, Toecutter’s gang went method. The actors decided to embody their characters’ feral vagrant devil-may-care lifestyle by truly embracing the life, wearing the same costumes and avoiding showers at all costs. As if that wasn’t enough, Keays-Byrne requested Kennedy to ship the characters’ motorcycles so that they could drive down from Sydney to Melbourne. The group must’ve made for quite a spectacle on the 900-kilometer journey15, literally sleeping by the side of the road, without cover, very much in character. Along the way, they invented backstories to identify what compelled them to join Toecutter’s gang in the first place.

During those lemongrass- and whatever other kind of grass–infused brainstorming sessions, Keays-Byrne had devised a simple but profound interpretation of the Mad Max script. Instead of regarding these rough-as-guts marauders as villains, the cast of Toecutter’s gang would think of themselves as the heroes. The logic being that people who behave immorally in real life rarely view their own behaviour in such terms: humans tend to view their actions as coming from a fundamentally proper place.

Burns later credited Keays-Byrne as instrumental in shaping the script:

“Apart from George, Byron and Jimmy [James McCausland] the main writer of Mad Max, in a bizarre way, was Hugh. He created an element in the bike gang that made it a great deal more interesting than it would normally have been. The first part of the idea was that we were the good guys. Hugh believed if Toecutter was the leader, the leader should be the neediest, and that he must have suffered terribly to be that way. He viewed the film as being about people who put up fences and people trying to get around those fences.”16

Miller had no input on the group’s decisions; he’d admit that he knew nothing about acting when he made Mad Max. But when the Toecutter gang arrived in Melbourne, Miller remembers feeling a surge of excitement: the enormity of what was starting to happen hit him. The mischief-making gang also found ways to freak out the playful but shy Gibson, as well as Bisley, and Ward, playing members of the Main Force Patrol.

Part of their method approach was to regard members of the Main Force Patrol with what could only be described as violent loathing. This continued day in and day out, irrespective of whether they were on set. For the actors on the fuzzy side of the law, it was an effective way to sustain the energy and tempo of their performances. At any point George Miller could roll the cameras and they would already be in character, ready for the scene.

For Gibson—nervous, anxiety-riddled, and self-conscious—Keays-Byrne and his gang’s antics were a nightmare. Not knowing the actors, their intentional method hostility made him feel unwelcome with a threat of violence lurking in their interactions. Bracks, who played gang member Mudguts, later recalled:

“[Mel Gibson] thought he was gonna somehow cop it. That we were going to give it to him as a real bike gang and beat him up… We always played it like that to him whenever we saw him.”

It had taken a long time to reach this point. Mad Max had money, it had a cast, a crew, and props. Schedules were drawn, and 24 October, 1977 was set as the first day of principal photography. It was a Monday. To keep things simple, they picked to shoot a scene without any dialogue, stunts, or effects— a shot that takes place near the end of the film where Johnny the Boy pulls over on a freeway overpass and pries open a yellow roadside emergency phone box. Easy.

It was a disaster. And not even three days into the first week, George Miller would be fired from his own movie.

Here ends Part 1. Read Part 2 here and Part 3 here.

Thanks for reading! If you liked this essay, you can sign up here for more issues. If you’d like to support Three Left Feet Media, share this newsletter with a fellow film lover you think would appreciate it.

Long live the movies!

D.L. Holmes

In other words: I’m the worst customer for marketing.

Still, I can appreciate a clever marketing campaign when I see it, and the work that went into marketing Rian Johnson’s Knives Out really deserves some kudos: in 2019, it convinced people to turn out to watch a contemporary whodunnit mystery film, which in turn led to a multi-million dollar franchise1.

Which begs the question as tantalizing as the film’s mystery: How did the marketing team get Knives Out, well, out there?

When Lionsgate’s President of Worldwide Marketing Damon Wolf and his team pitched their sell for Knives Out, they had two words: pure fun.

“Lionsgate didn’t try to sell the movie on what it’s not. They loved the script and what we made. Lionsgate believed from day 1 that we could go wide, not just to a sophisticated adult crowd, but reach everyone,” says Knives Out producer and Johnson’s T-Street partner Ram Bergman, “They came up with a really clever (marketing) campaign; they killed.”

The result was a mix of digital marketing, traditional advertising, and media and press, all cohesively sticking to the pure fun angle.

Digital marketing

A playful social media campaign

In Knives Out, various members of the Thrombey family are involved in different businesses, so part of the social media campaign was to bring to life these three fictitious businesses: Blood Like Wine Publishing (book publishing), Thrombey Real Estate (real estate), and Flam (beauty/lifestyle).

This involved a series of innovative advertisements and campaigns aimed at different demographics through creative online hubs, including:

• A give-away paperback novella;

• Branded website portals;

• A pop-up Beauty Boutique;

• And social videos directed by Johnson as part of a ‘Meet the Thrombeys’ promotion; actors Jamie Lee Curtis, Michael Shannon, and Toni Collette gamely appeared to promote their characters’ fictitious businesses, each one filled with “slashing” puns to reinforce the murder in the film.

You might notice that each video has a ‘Get Your Cut’ theme going on. Prior to these videos, a ‘Get Your Cut’ contest was arranged where it was announced that Harlan Thrombey had kept aside $250,000 of his fortune to be given to fans who found clues and hidden meanings in the posters and trailers.

As part of the promotion, Frank Oz reprised his role as Harlan’s attorney Alan Stevens in a recorded message…

… and so did Harlan himself2.

It didn’t stop there.

Johnson recorded an old-fashioned movie trailer that evoked the trailer for Alfred Hitchcock’s Psycho3, extending an invitation to the viewers— “an invitation… to murder”.

It’s a perfect way for the director to pay homage to the films that inspired him, while keeping in line with the ‘pure fun’ angle around which the entire campaign was built around.

Not all marketing is planned; sometimes, if the stars align, something can happen to boost a film’s appeal all on its own. Chris Evans, who plays Ransom, spends a good portion of Knives Out in an off-white, knitted Aran sweater. The sweater went viral on social media4, delivering the kind of organic boost that marketers would kill for; the team quickly took advantage of it, renaming the official Knives Out Twitter account to ‘Chris Evans’ Sweater Stan Account’ for a day, with a merchandise giveaway to boost publicity; and the film’s costume designer, Jenny Eagan, started giving interviews that “built up the mythology of the sweater”. Meanwhile, after the film’s release, the indie cinema Alamo Drafthouse hosted a “sweaters only” screening— which benefited the film even more.

Website

The Knives Out official website also played a key role in heightening anticipation. Although the site no longer works, records indicate that:

“… the front page of the site lets you click on the faces of the main characters, allowing you to see the poster they’re featured on along with a bit more background and some photos to download. It’s not much, but it’s something and a nice element to include given the cast. In acknowledgement of the film coming out around Thanksgiving there are also place cards with each character and their defining trait that can be printed out for your holiday table, including one with Johnson labeled “The murder mystery master.” Last month there were pumpkin design stencils available as well.”

Traditional advertising

The first real promotion occurred in March 2019 when Lionsgate brought Johnson and the cast to CinemaCon. Two months later at CineEurope, an extended scene from the film was played to audiences.

In July 2019, Knives Out was announced as one of the films in the “Special Presentations” lineup at the Toronto Film Festival— this was crucial as it would be the first time that the world saw what Johnson had in store. When the screening drew critical praise for the story, performances, and direction, it only built more buzz and anticipation. The film also played at the London Film Festival5, and screened at the Chicago International Film Festival, with appearances by Johnson and Shannon.

TV advertising began in mid-October. Different spots focused on different aspects of the Thrombeys, their motivations, and the search for the killer, all of them reinforcing the same message: this is a fun star-studded whodunnit.

Posters

When most film posters are generic and Photoshopped bores, the Knives Out team went in the opposite direction. One poster cleverly used a magnifying glass motif with a knife for a handle, and just the cast list, along with the copy “Everyone has a motive. No one has a clue.”

Without using any images from the film or pictures of the cast, the magnifying glass in the poster immediately sells Knives Out as a classic mystery movie by associating the tool with another famous fictional detective: Sherlock Holmes.

But just to make sure nothing is ambiguous, the tagline right at the top declares Knives Out as “A Rian Johnson whodunnit” instead of the general “A Rian Johnson film”.

Later in September, Johnson unveiled a series of colorful character posters, each one showcasing the character in a different part of the Thrombey house and their role in the story— ‘The Desperate Son-in-Law’, ‘The Trust Fund Playboy’, and so on. All of them share a clever tagline: “Nothing brings a family together like murder”.

In October, a theatrical poster assembled the entire cast together, retaining the playful attitude of the previous poster with the new tagline reading, “Hell, any of them could have done it.” It’s a fun breezy way to attract audience interest and communicate that Knives Out is meant to be a fun time at the movies, not a scary horror film.

Media and Press

The traditional media and press tour allowed the cast and crew to dive into detail about the film6. During the TIFF screening, Johnson shared in an interview about his love of the murder mystery genre and following up Star Wars with Knives Out, which was a passion project7; in the same interview, he discussed the possibility of making sequels if the first film did well8.

The cast also hit the circuit, commenting on how Knives Out was a good alternative to family dinners during its Thanksgiving release window. They also shared their favorite moments from the few scenes they were in all together; in another interview, Curtis spoke with Johnson about the movie’s intentional commentary on issues of wealth and privilege.

They also appeared on talk shows— Don Johnson on “Kimmel,” Daniel Craig on “The Late Show,” and Evans9 and Shannon on “The Tonight Show”.

Maintaining the mystery

Something that the campaign did very well is not giving away spoilers. That might sound like common sense, until you see plenty of movie trailers that give away key twists. Lionsgate’s marketing team did this by promoting the film as an ensemble instead of revealing that the protagonist is really Marta the caretaker played by Ana de Armas.

Johnson says, “You’re typically leading with the biggest, most appealing thing in the film. We could sell it effectively while hiding this big element in the movie. You don’t get to do that with movie marketing.”

The marketing got the attention of older and younger males, its prime audience— “total awareness among males [was] 54% with younger males at 48%”— but it also showed strong appeal with older women “at 46% definite interest, younger at 44%”, possibly the Agatha Christie fans. This could also be due to the multi-generational cast appealing to different audiences—from veterans like Lee Curtis and Don Johnson to younger stars like de Armas.

In order, the first choice for Knives Out was men, followed by older women, then younger women.

Director Rian Johnson was a key hook for the marketing since the film lacked a recognizable brand to latch on to, so to speak, since Knives Out was an original story. Johnson gamely put himself front and center throughout the campaign, acting as the film’s public face— similar to how Ryan Coogler took to the spotlight to promote Sinners in 2025.

The entire campaign promotes the idea that this murder mystery will be a good time at the movies instead of a brooding psychological affair; this actually lets them hide the fact that Knives Out also examines class privilege and class warfare without making everything about it. If ‘fun’ was the angle that Lionsgate was going for: they passed the test with flying colors.

Thanks for reading! If you liked this essay, you can sign up here for more issues. If you’d like to support Three Left Feet Media, share this newsletter with a fellow film lover you think would appreciate it.

Long live the movies!

D.L. Holmes

Better than Up and Wall-E? Yes1.

Better than Toy Story? Look, the first Toy Story is a classic, but yes.

Yes, Ratatouille has an absurd premise— as do most of Pixar’s films2— about a rat learning to cook, but it’s also the one Pixar film that has an unusually adult sensibility.

By adult sensibility, I don’t mean that it gets hot and steamy3, or that it uses swear words or features scenes with sex or violence. I mean that, underneath its fanciful narrative, it uses a lot of honest-to-goodness empathy and nuance in tackling the film’s themes of acceptance and friendship.

And it almost didn’t happen.

Let’s look at two scenes and two characters in particular.

When it comes fathers and sons in Pixar films, Finding Nemo takes the spotlight. Fair enough, that relationship is front and center in that story.

In comparison, the bond between fathers and sons in Ratatouille exists more in the background. I don’t think this was always the case, but I’ll circle back to this point later. For now, let’s look at the prominent father-son relationship here, between the protagonist Remy and his father, Django.

As in any good story, Remy and Django are polar opposites. Remy’s love of cooking sets him apart to the point that he prefers to walk on two legs. Django is a traditional rat. Remy is enamored by humans to the point of naivety; Django is mistrustful to the point of prejudice. Each have their own reasons, and very good reasons, too. Remy’s friendship with Linguini, the only human who treats him with kindness and as an equal, shows that co-existence is possible; Django has witnessed the cruelty of humans and believes that any form of peace is impossible.

Now in most films, the traditional thing to do would be to have the character of the father to change their opinions in a 180-degree. And while Ratatouille does get there, it’s not quite the about-face you’d expect. Django has every reason to worry that Remy’s naivety will get his son killed. But when he witnesses Linguini stepping in to protect Remy from the other cooks, and he sees exactly how much cooking means to his son, he admires Remy’s courage and is willing to admit that he was wrong about Linguini. Linguini, mind, not the other humans— Django doesn’t abandon his mistrust wholesale, but he is able to meet his son halfway enough to support him in the film’s climactic scene. He’ll never exactly sit in a circle with humans and sing kumbaya, but for his son, he is able to suspend his hostility where Linguini and the other kinder humans are involved.

Throughout the film, Remy also learns— painfully— that what he has with Linguini is beyond rare. There’s a scene when Remy is nearly attacked by Parisians and is reminded that, despite his fine culinary skills, he will always be seen as a rat by most of humanity. When Remy betrays Linguini’s trust in an impulsive fit of anger, he realizes that his human friend saw for who he could be rather than as a rat.

The thing is, neither Remy nor Django completely abandon their positions by the end of the film. Despite everything, Remy isn’t completely jaded by his experiences; Django doesn’t suddenly love all humans. But father and son find a middle ground that allows them to accept each other, and to me, that actually feels extremely lifelike. We change in degrees, from 0 to 1, not 0 to 114. Most movies do the latter. It allows for big cathartic moments. Ratatouille doesn’t go there, though it pushes up against the line without crossing it.

But it’s what the film does with Anton Ego that really sets Ratatouille apart.

From the outset, food critic Anton Ego is set up as the Big Bad. A formidable antagonist so mighty that his disdainful reviews of Gusteau’s restaurant led to the founder and chef’s early death. When he learns about the restaurant’s reviving popularity and decides to see what it’s about, there is a palpable fear that Remy’s skills will falter.

Now there are plenty of ways to deal with the Ego character. The common one would be to show the critic as vanquished. Humiliated, defeated. The other would be to have the character admit that he was wrong and change his stance on Gusteau’s. The film takes the path of the second— but how it does it is what makes it so extraordinary.

It’s not that Ego admits defeat; it’s that Ego is reminded why he became a food critic in the first place. Remy’s ratatouille dish causes Ego to have a Proustian moment5 where he suddenly flashes back to his childhood and remembers the ratatouille that his mother would make to cheer him up. It shatters his snobbery, and brings out the person he must’ve been when starting out: someone who loves food.

A lot of critics enter their field because they are passionate about it. Food, wine, film, books, art, music— they REALLY love it. But because their job is to sample literally everything, they have to endure a LOT of crap to find the good stuff. Which is why it’s easy to become jaded, bitter, and snobbish about ‘taste’ over the years. That’s why finding something good and unexpected can shock critics out of their systems, and remind them why they got into the game in the first place.

Ego is no different. When he discovers the truth about Remy, it takes him a long time to process what this means. Yes, he does give Remy the rave review he deserves, even when it costs him his credibility after the truth about the kitchen comes out. But the way he does it is that he confronts his own views while also validating Remy; his review, especially the first half, is one for the ages, and something for critics to remember:

“In many ways the work of a critic is easy. We risk very little, yet enjoy a position over those who offer up their work and their selves to our judgement. We thrive on negative criticism, which is fun to write and to read. But, the bitter truth we critics must face is that, in the grand scheme of things... the average piece of junk is probably more meaningful than our criticism designating it so. But there are times when a critic truly risks something... and that is in the discovery and defense of the new. The world is often unkind to new talent, new creations. The new needs friends.”

Ratatouille had a very difficult production. In fact, in order to get to where it is, it had to kill a lot of darlings along the way.

“Kill your darlings” means getting rid of storylines, characters, or dialogue that, even if it took a long time or hard work to create, does not contribute to the overall story.

The concept of Ratatouille was first conceived in 2000 by Jan Pinkava, who directed the Oscar-winning short Geri’s Game. Pinkava created many of the original designs, sets, characters, and core storyline but by 2005, the film had stalled. It just wasn’t working, and Pinkava finally left the project. Pixar reached out to Brad Bird, fresh off the success of The Incredibles. They wanted to know if he could take over— oh, and he had only 18 months because they still planned to meet the targeted release date. Usually, an animated film takes about three years. Bird had half, or less, that time.

Accepting the challenge, Bird’s first priority was to go through the existing material. He saw plenty of potential, but he also saw where it wasn’t working. He realized that the only way to move forward was to make some seriously radical changes.

Granted, it was easier for Bird to do this because it was someone else’s story; it is always easier to kill someone else’s darlings than it is to kill your own.

One problem Bird found with previous versions was that Ratatouille was telling too many stories and giving equal weight to each of them. He decided to start with the rat family. Originally, Remy had more siblings, as well as a mother and an uncle, resulting in about eight storylines. Bird took a scalpel and removed anything that wasn’t connected to the story he thought was most important: Remy’s story6.

The other problem was Chef Gusteau. In previous versions, the chef was still alive— there’s even a storyboard reel featuring an interaction between the character and his sous chef, Skinner. My guess is that having Gusteau alive would allow the film to draw parallels between the father-son bonds between him and Linguini, and Django and Remy7. Instead, Bird chose to kill off Gusteau8— not entirely, he retained him as a figment of Remy’s imagination— beefed up Chef Skinner up as the antagonist9 and elevated Colette to a prominent supporting role10, after he learned about the uphill battle that female chefs faced in the kitchen. Not to mention that being the only woman in the chef made her as much an underdog as Remy and Linguini, turning them into a kindred trio. Plus, her relationship with Linguini added layers of emotions and complications to enrich the story.

The plot and structure was basically the same. But by making a few key changes, suddenly the story felt different. Smaller changes included making all the rats walk on all four paws while only Remy walked upright, plus the decision to keep the focus predominantly on Remy11, even if that meant scrapping scenes that were stylistically impressive but did not contribute to the emotion, such as this discarded intro to Gusteau’s. Like a Scorsese film, the camera swoops in through the front door, through the kitchen and up to the skylight to reveal Remy watching. Technically impressive, but when compared to the finished film, it’s hollow, because the film shows the kitchen from Remy’s perspective12.

Says story supervisor Mark Andrews, “Brad can just see that little gem of an idea that’s not necessarily the standard kind of thing. He’ll see this gem as character and as something that’s going to be entertaining. What the audience is really going to get invested in, what they’re really going to fall in love with is this character. All the twists and turns in the plot are finding those characters’ motivations and running with them.”

He’s right. Ratatouille never feels conventional because it takes these character motivations and pushes them in interesting and different directions. Had Bird failed to take the drastic measures required, Ratatouille would be a real undercooked serving.

As Stephen King wrote in On Writing: “Kill your darlings, kill your darlings, even when it breaks your egocentric little scribbler’s heart, kill your darlings”.

Thanks for reading! If you liked this essay, you can sign up here for more issues. If you’d like to support Three Left Feet Media, share this newsletter with a fellow film lover you think would appreciate it.

Long live the movies!

D.L. Holmes

But long before The Odyssey, Nolan was just another aspiring filmmaker in England, far away from the crown of box-office auteur. And like every filmmaker, he had to prove that he could make a film on a small budget and be entertaining.

For Nolan, that film was Following.

In hindsight, a crime launched his career.

Back in the ‘90s, Nolan was a victim of thieves breaking into the Camden basement flat he shared with his then-girlfriend (now wife and producing partner) Emma Thomas. The front door had been kicked in; some books, CDs, and personal objects were missing. The police asked if he was also missing a bag. Yep. The police thought as much: petty thieves had likely used it to stash the stolen objects— a common MO.

Small comfort. But the incident stayed with Nolan. In Tom Shone’s The Nolan Variations, Nolan recounts the experience:

“I think the raw and immediate response is, it’s just repulsive. It’s about intimacy and inappropriate intimacy. In the moment, when you see your stuff dumped out of drawers and sitting on the floor, you are suddenly in a very intimate relationship with someone you will never see or know. But then, when I put myself into their position, as a writer, I started connecting to things. The first thing was they kicked the door in. When I really looked at it, I realized that a front door is entirely symbolic. I mean, this thing was made of plywood. It wasn’t keeping anybody out; it was so utterly flimsy. But, of course, I’d never even thought about that, because when you shut a front door and it locks, that’s a sacred thing. That was a revelation for me. It was a symbolic barrier, just like those flimsy conventions that we adhere to, just to be able to live together. And that got me thinking: What happens if someone starts violating those conventions?”

There’s a saying: Write what you know. Nolan wrote about the break-in, only… he told it from the perspective of the thieves.

Two stories came out of it. The first was an unreleased short film called Larceny that he shot over a weekend in 1996 about a pickpocket who gets chased by the people he’s trying to steal from.

The second story, that would prove to be far more life-changing, was called Following; a young unnamed writer (played by Jeremy Theobald) with a penchant for following strangers who is taken under the wing of the mysterious thief called Cobb1. And in the film, Nolan would recreate the moment of the break-in2.

“Okay, first things first, we need a bag to carry the stuff in,” Cobb instructs the unnamed writer. Cobb snatches a bag of the shelf. “Okay, what do you fancy?”

In the living room, Cobb doesn’t see anything of value, but he can tell a lot about the people living here. “You can tell a lot about people from their stuff,” he says. “You can tell a lot from the futon for a start. Young people have futons. These people wouldn’t be anywhere near 40 with a futon. And they’ve got one laundry bag, which means they’re probably very used to each other. Probably about 25 or over.”

“They could be 20, and they’ve been living together for years,” the writer protests.

“Nah. Look at the books. They’re college educated. Probably graduated when they were 21 or 22. Moved in together in the last year. You can tell more from their music. And here is the box.”

“What box?”

“Everyone has a box. But mainly it’s just a shoe box.”

“Is there valuables in it?”

“No, more interesting. More personal things like snapshots, letters, little trinkets from Christmas. See? Envelope, photo, calling cards, notes. Sort of an unconscious collection, a display. Each thing tells something very intimate about the people. We’re very privileged to see it. It’s very rare.”

Cobb overturns the box’s contents to the floor. The writer objects but Cobb is calm. “It’s like a diary,” he explains. “They hide it. But actually, they want someone to see it. That’s what I do. See their display. Flip sides of the same coin. This way they know that someone’s seen it. That’s what it’s all about: interrupting someone’s life, making them see all the things they took for granted. Like when they go back and buy all this stuff from the shelves with the insurance money, they’ll have to think for the first time in a long time... why they wanted all this stuff, what it’s for. You take it away, and you show them what they had.”

Watching the credits of Alfred Hitchcock’s Strangers on a Train, Nolan spotted the writer’s name: Raymond Chandler.

Chandler needs no introduction. Or maybe he does— mention ‘Chandler’ and most people would think of Chandler Bing from the sitcom Friends. Raymond Chandler was one of the most famous and influential detective fiction writers, the American counterpoint to Sir Arthur Conan Doyle and Agatha Christie. His detective, Philip Marlowe, wasn’t genteel like Sherlock Holmes or flamboyant like Hercule Poirot; Marlowe was hardened, cynical; a man moving through a corrupted world and trying not to let it corrupt him. His Marlowe novels include The Big Sleep and The Long Goodbye, both made into influential films by Howard Hawks and Robert Altman respectively. His impact on noir extends to the scripts he wrote for Billy Wilder on Double Indemnity (1944) and The Blue Dahlia (1946), the latter being his first original screenplay3. And, of course, the aforementioned Hitchcock picture, Strangers on a Train.

Noir would play a formative role in Nolan’s life and early career4. He studied Chandler’s work in his second year at University College London (it was a degree in English Literature) as part of a course segment entitled Moderns II, and read his work regularly both as a student and graduate. outside university. In the books, Marlowe spends a lot of time walking from one location to the next— Nolan wondered what would happen if he took out the crime plot but kept the pursuit; remove the blackmail, but keep the sidewalks and peeled-eye perception.

At the same time, Nolan was fascinated by the way people moved in cities. As keen-eyed and observant as Marlowe, when Nolan strolled through London’s West End, he began to notice a few unspoken and unconscious laws governing pedestrian movement:

“The main one being that you never keep pace with a stranger. You just don’t. Faster or slower, but you never keep pace with a stranger. There are all these unconscious barriers we use to try and retain a sense of privacy in the middle of a very crowded city. You know when you get on the tube at rush hour, back then reading your newspaper. All pressed up against each other, pretending that no one else exists, I’m really good at it. When you read the novels of Austen or Hardy, and the people of some small town can’t talk to this new arrival because they haven’t been formally introduced, we think it’s insanity that anybody ever lived that way. But we live that way right now. If you just interact with a stranger on the street, or in a shopping mall, you’re changing the rules. People will get very, very uncomfortable instantly.

He adds:

“I’m not recommending you stalk people. But if you ever pick somebody out of a crowd and just concentrate on them or watch where they go, immediately you have changed everything. You’re violating their privacy just by acknowledging them.”

These observations, coupled with his love of Chandler’s books, and the flat break-in, began percolating in Nolan’s mind. And out of this came Following.

One of the reasons Nolan never showed the similarly-inspired short film Larceny is that Following took a life of its own. He explains:

“Following was very much the result of experimenting with 16mm films and trying to figure out how best to maximize that. “The script was written with a view of ‘What can I do with really no resources, just with a camera and scraping together money for film stock?’ So the technical compromises were built into the script. There’s a tone to no-budget films that you can’t necessarily get around—it’s always an eerie quality that they have. There’s a kind of blankness or emptiness in the production that becomes a little bit eerie, even when it’s a comedy, so for me Following was a synthesis of a lot of different attempts of how do you not fight the qualities that are going to insert themselves anyway? So, follow the aesthetic.”

‘What can I do with really no resources, just with a camera and scraping together money for film stock?’

That should be the North Star for every aspiring filmmaker. I’ve made the mistake of trying to write a script, for both shorts and features, that required resources and money to pull; I made a similar mistake last year when making my first short film. But Nolan worked within the constraints, and either consciously or unconsciously, struck on the maxim that guides creativity: creativity is found best in working around obstacles.

Especially when it’s difficult to raise funding.

Before making Following— filmed over the course of a year in 1997, and released in 1998— Nolan had made two short films between 1993 and 1997. One was the aforementioned Larceny, the other Doodlebug5. After graduation, he worked as a script reader and cameraman, learning to make corporate videos and industrial films. He and Emma tried to make a feature called Larry Mahoney, but to no avail. Later, Nolan would criticize the British film industry’s lack of support for filmmakers, calling it “a very clubby kind of place”.

“I never had any luck with interesting people in small projects when I was doing Following,” says Nolan. “Never had any support whatsoever from the British film industry, other than Working Title, the company that [producer] Emma Thomas was working for at the time. They let me use their photocopier, stuff like that, which is not to be underestimated.”

Abandoning Larry Mahoney, he and Thomas turned their focus to Following. Nolan wrote the script on a typewriter that his father had given him for his twenty-first birthday6. Once he finished, he chopped up the script after to help figure out the multiple timelines; the first of several moments in his career to use non-linear narratives. After being repeatedly turned down by various funds and grants, Nolan and Thomas stopped waiting; they would use the bonus the former made from his cameraman job and shoot the film only on weekends. By rehearsing each scene carefully, almost like a play, they could shoot it in one or two takes. As Tom Shone describes it:

“Working out that they could afford to shoot and process between ten and fifteen minutes of footage a week, using black-and-white film bought one roll at a time, he told his actors not to leave town or get a haircut. Every weekend, everyone would squeeze into the back of a taxi and head to whatever location they’d been able to scrounge—Nolan’s parents’ house, or a friend’s restaurant—where they shot without permits, Nolan operating the camera himself, an old handheld Arriflex BL. Some weekends, they would rest. He would get the film processed by Tuesday, editing in his head as he went, and repeat the whole process until they were done. He’d written the script in chronological order, then rearranged the order of the scenes, but it was while editing the film on three-quarter-inch videotape that this structural ingenuity began to pay off.”

If you were an aspiring filmmaker in the 1990s, Quentin Tarantino was a big inspiration.

In 1992, the American filmmaker broke out at the Sundance Film Festival with Reservoir Dogs, then two years later scored big time with Pulp Fiction7. Tarantino’s films made an impression on Nolan— especially after Thomas brought back a copy of the Pulp Fiction script from work8. Says Nolan:

“I was heavily influenced by Reservoir Dogs, so I was very interested to see what he had done for his follow-up. If you look at Pulp Fiction and Citizen Kane, they’ve a lot of similarities in terms of their structure. In no other media is there this insistence that information be introduced chronologically. There’s none—in novels, plays, Greek mythology, Homer—and I think it all has to do with television. The birth of home video is a seminal moment in film narrative and the narrative structures that films can adopt. Star Wars is very direct-cut action and everything, but it’s intensely linear, as is Raiders of the Lost Ark. Because in that era, they had to sell the films to television. That was the big sale. So from the 1950s through to about the mid-1980s, I suppose I’d say, every movie made had to play on television. There’s this era of chronological conservatism that Pulp Fiction pretty much brought to a close.”

Nolan’s interest in how we perceive time pops up in nearly all of his films9, though he himself seems to have become more aware of it after he made Following.

“When you read a newspaper, you read the headline, and then you read the story, and then you read the story the next day, and add to your knowledge, and then the next week,” Nolan says. “It’s a process of expansion, a filling in of detail, and making connections—not based on chronology, but on the particulars of the story. We don’t tend to have chronological conversations, either; they go all over the place. That was very interesting to me. The more I thought about it, the more conscious of it I became.

“What I tried to do with Following was tell a story in something like three dimensions,” he continues. “Instead of just expanding in one direction, it expands in every direction as you’re passing through it. But I wanted my use of nonlinearity to be obvious to the audience in terms of plot payoff. I tried to make it more obvious why these things come together in a particular way.”

Following is ambitious: it has three different time lines. In the first, the unnamed writer is interrogated by a police sergeant (played by John Nolan, Nolan’s uncle) about his association with Cobb. In the second, the writer gets involved with a blonde woman they burgled, who claims that her nightclub-owner boyfriend is blackmailing her with some pornographic pictures. That’s a tip of the hat to Raymond Chandler’s The Big Sleep, which happens to be that story’s MacGuffin.

But Nolan is doing a little more than directly stealing from noir: he isn’t hiding that the blonde woman is a femme fatale. He’s setting up the twist. In the third timeline, the writer is on a rooftop, sporting a bloody lip, a black eye and a busted nose.

The film cuts between the three timelines, and crescendos to the moment Nolan unleashes the twists: The blonde reveals to Theobald’s writer that he was being set up: Cobb molded him into his image so that the writer would be implicated in the murder of an old lady. The writer heads straight to the police, which is everything we’ve been seeing in the first timeline. He tells the police sergeant everything…

… except there’s no ongoing cases about a murdered old lady. Nor do they know of anyone called Mr. Cobb. “Perhaps there’s something else you’d like to tell me, hmm?” says the sergeant, looking hard at the writer. “Anything?” The writer asks if they talked to the blonde woman. She’d back up his story. “We found her this morning,” the sergeant replies. “Her body.”

The writer realizes, too late, that he has been set up. Only, not for an old lady’s murder— but the blonde woman’s. The sergeant has found a box full of evidence that implicates the writer. He protests. We know he’s telling the truth. But to the outside world, to the police, it’s a feeble story, and plays like more like a confession.

“I think Following speaks to a very basic fear,” muses Nolan. “It’s like Stephen King’s Carrie, where there’s something the cool kids are interested in, and you want to get in on it, and you find out it’s because they want to play some awful joke. It’s that extrapolated. That’s what film noir is all about. It’s all about extrapolating from recognizable neuroses. The femme fatale being, Can I trust the relationship that I’m in? I could be horribly betrayed. Do I really know my partner? That’s the stuff in the end. These are the most relatable fears that we have. I was going through a huge Jacques Tourneur phase when I was writing that script—huge. All his films with Val Lewton, Cat People, I Walked with a Zombie, The Leopard Man, and then the ones that weren’t, like Out of the Past, which is just an extraordinary, brilliant film and very influential on Following.”

Following earned $126,052 at the box office. Although paltry by his later successes, it was enough to recoup the $6,000 budget on which it was made. The production is unbelievably impressive, and very much in line with the current NonDē Filmmaking Movement, where Nolan and Thomas stopped waiting for permission and made the movie they wanted using the resources available to them. They shot on 16mm black and white film, using only available light, and Nolan operated the camera himself. Everyone was working full-time jobs, so they only filmed on Saturdays. To save money on raw stock and processing, they rehearsed scenes laboriously in order to shoot only two takes. He edited the film himself, and he and Thomas took Following to numerous festivals— the International Film Festival Rotterdam, San Francisco International Film Festival, and even Slamdance Film Festival10.

The limited resources did not prevent Nolan from telling an interesting story. Following is quite fascinating, even in its roughness; by taking the aspects of noir and crime fiction that he found interesting— “not baroque lighting setups and sinister villains, but simply that character is ultimately defined by action”— and blending it with a non-linear narrative11, he made a compelling story.

If there is anything to be learned from Nolan’s career start— and there is— it can be boiled down to this12:

1. As mentioned earlier, work within your limits. Tell a story with the minimum amount of resources you can use without taking on debt or loans.

2. Find people who share your dedication. Nolan wrote the script for Jeremy Theobald and asked him to be a producer because the restrictive shooting schedule required unusually dedicated actors. Theobald’s producer credit allowed him to look into his college drama society days and find Alex Haw and Lucy Russell13.

3. Plan for extreme workarounds. If you’re doing a full-time job, asking actors and crew to block out weeks is unrealistic unless you can afford to compensate them accordingly. As mentioned, Nolan filmed on Saturdays, but for six months before that, they rehearsed two evenings a week before shooting anything. The actors became familiar with the material, which meant they could set up and shoot scenes in two hours or so in their locations, and use just the first or second takes.

4. Learn to wear many hats. Nolan was his own cinematographer, a job helped by his work experience as a cameraman, and one of the editors. Get help where you can, but be prepared to do it yourself. And don’t worry if it doesn’t look as polished as you want— it’s your first film on limited resources, the rough edges and imperfections make it feel human.

5. Pay attention to the world around you. Nolan famously does not own a smartphone, so he’s not distracted. Yes, he did write and and make Following in a pre-smartphone time, but by not being distracted, he observed his surroundings and reflected on his ideas, something he still continues to do. Next time you’re out in the world, ditch the phone. See what happens. Use it as material for your art.

6. Make your values clear. In the late 90s, digital video had just released into the market; Nolan could have filmed on digital to save money, but even then, he chose to film on black-and-white 16mm film stock because he believed in film14. Even if he didn’t openly make it his brand, his choice to use film is an artistic statement that became his brand. It still IS his brand. As an artist, declare your brand, and wear it proudly on your sleeve.

Nolan’s lucky to have climbed his way into the upper echelons of Hollywood, a blockbuster career that allows him to paint on a figuratively and literally bigger canvas. But before the multi-million-dollar budgets and the famous casts, he had to prove that he could do it for a fraction of the cost and available resources. And he did.

And so can you and I.

Thanks for reading! If you liked this essay, you can sign up here for more issues. If you’d like to support Three Left Feet Media, share this newsletter with a fellow film lover you think would appreciate it.

Long live the movies!

D.L. Holmes

Not everyone liked ‘talkies’, as they came to be called. Certainly not the people who made silent films, especially when it became apparent that they would not survive the transition. There was a lot of anxiety and hand-wringing over this technological disruption.

Which feels eerily like what’s happening now with all the hubbub of artificial intelligence (AI) encroaching film territory. The past doesn’t determine the future, but does the history of ‘talkies’ warn us that change is inevitable; or is AI an overhyped fad?

Harry Warner was skeptical. He’d agreed to visit his younger brother, Sam, at Bell Labs in New York to see a demonstration of Western Electronic’s latest invention, the Vitaphone, but mostly to humor him.

Up on the screen, a man appeared. He talked; Harry wasn’t too impressed. But when a twelve-piece jazz orchestra began to play, Harry— a lover of music— perked up. He looked behind the screen to see whether there was a hidden orchestra. Suddenly, he began to see what Sam saw in the Vitaphone.

“Think of the hundreds of small theater guys who can’t afford an orchestra or any kind of an act,” he told Sam. “Or even a good piano player! What a gadget!”

“But don’t forget,” Sam nudged, “you can have actors talk, too.”

“Who the hell wants to hear actors talk?”

Had they asked anyone in the film industry: nobody.

In the beginning, motion pictures were silent.

Not out of aesthetic choice; the technology to record and synchronize sound simply didn’t exist. There was music, yes, but it was always played by a live orchestra in the cinema1.

Not that people weren’t trying to change that. In fact, the Vitaphone wasn’t even the first sound invention. More than a decade earlier in 1913, eleven theaters used Thomas Edison’s Kinetophone to screen a film in which a man smashed a plate and musicians played “The Last Rose of Summer”. But the novelty wore off quickly; Variety pronounced it “THE SENSATION THAT FAILED”2. By 1926, even Edison had lost interest in bringing sound to the movies, thinking it just wasn’t going to happen.

Sam Warner thought differently. The third of the four Warner brothers who formed Warner Bros. Pictures, Inc. in 19233, Sam loved gadgets and was always looking forward. So when Western Electronics showed him their new Vitophone toy, he pounced. He believed sound pictures or ‘talkies’ were the future. His brothers were convinced that Sam had lost his mind.4

Still, Sam was able to sway them over to his side.; he’d always been the bridge that united the disparate brothers. That’s how in April 1926, Warner Bros. and Western Electric announced their partnership, and the studio prepared to demonstrate their latest toy that same year with the 1926 film, Don Juan, starring John Barrymore. When the audience sat down at the film’s premiere in New York, they were startled to see and hear a filmed introduction by William Hays, president of the Motion Picture Producers and Distributors of America5. The lights dimmed, and the Tannhäuser overture played by the Philharmonic Orchestra filled the hall.

The audience was startled. The New York Times gushed, “The future of this new contrivance is boundless, for inhabitants of small and remote places will have the opportunity of listening to and seeing grand opera as it is given in New York.” Not everyone was won over, though; drama critic George Jean Nathan griped that the Vitaphone would “bring to the motion picture exactly the thing that the motion picture should have no use for, to wit, the human voice.”

Two months later in October, the West Coast saw at Grauman’s Egyptian what New York had already witnessed, playing to a star-studded crowd that included Charlie Chaplin, Cecil B. DeMille, Greta Garbo, and the industry’s current pariah, Roscoe “Fatty” Arbuckle. Jack Warner, the youngest brother, wired Harry back east: WE ARE SPELLBOUND—ALL OTHER OPENINGS LIKE KINDERGARTEN IN COMPARISON WITH TONIGHT. NO USE TRYING TO TELL YOU HOW IT WENT OVER; MULTIPLY YOUR WILDEST IMAGINATION BY ONE THOUSAND—THAT’S IT.

The industry was wowed. Then it did nothing.

Well, not entirely.

Fox Studios, for instance, took sound as seriously as Sam did, acquiring a competing sound system called Movietone, and premiering the film 7th Heaven with Movietone music and comedy shorts. The same day that Zukor got an autograph from Charles Lindbergh in Paris, Fox played a newsreel of the Spirit of St. Louis taking off in Long Island accompanied by the sound of the plane’s vroom. Meanwhile, Don Juan lasted only three weeks at the Egyptian while it played for nine months in New York.

But Sam was undaunted. Warner Bros. was busy adding music to its new films; for the present time, Vitophone was used in shorts of popular entertainers that played in front of the feature films. A particular crowd-pleaser was the film The Better ‘Ole which featured Al Jolson singing in blackface6. The Lithuanian Jolson, born Asa Yoelson to a rabbi father, was known across the country for his renditions of ‘Swanee’ and ‘My Mammy,’ songs that were “performed with painted-on black skin and thick white lips.” One person particularly taken with Jolson was the playwright Samson Raphaelson, who wrote a short story about a Jewish singer rebelling against his cantor father to become a secular entertainer. In 1925, he turned it into a Broadway musical called The Jazz Singer.

The musical was a hit; Warner Bros. paid fifty thousand dollars to obtain the film rights. “I don’t think it will make any money,” Harry Warner said, “but it would be a good picture to do for the sake of religious tolerance, if nothing else.” It was decided that The Jazz Singer would be a Vitaphone picture, in which Jolson would sing six songs, including his signature “My Mammy.” But during shooting, sound engineer George Groves recalled that Jolson “insisted on ad-libbing in a couple of places. Sam Warner managed to persuade his brothers to leave the scenes in.” Perhaps he saw something, once again, that the other Warner brothers did not.

Still, it would be unfair to dismiss the other siblings as narrow-minded. Sound pictures weren’t cheap; and at the time, only a few theaters could play sound. As it was, Warner Brothers Studios was an industry underdog, and at precarious financial risk: if The Jazz Singer flopped, the company could go under. Harry Warner wasn’t taking a salary, and even moved his family into a smaller apartment, while the studio risked losing half a million dollars.

That wasn’t even the biggest problem, though. Sam, working nonstop with Jack Warner on The Jazz Singer, was suffering from sinus trouble due to several abscessed teeth. Jack noticed that his brother wasn’t doing well. Finally, there came a day when Sam was unable to even walk straight, and checked himself into California Lutheran Hospital in September 1927. Alarmingly, doctors discovered that Sam had developed a mastoid infection of the brain and needed immediate surgery.

Harry and the other brother, Albert Warner— preparing for The Jazz Singer’s premiere back on the East Coast— dropped everything and caught a train to see the hospitalized Sam; Jack was on the way from Chicago. In that time, Sam’s condition worsened, and he suffered a massive cerebral hemorrhage that necessitated a second emergency surgery. Four surgeries later, Sam slipped into a coma. Before his brothers could get to him, Sam Warner died on October 5, 1927. He was only 40.

The next day, on October 6, The Jazz Singer premiered at the Warners’ Theatre on Broadway. The screening went well— “screams of laughter when the spectators heard Jolson’s catchphrase, ‘You ain’t heard nothin’ yet!’” and the audience chanting “‘Jolson! Jolson! Jolson!’”

The brothers would not see or hear it for themselves; they were too busy preparing Sam’s funeral to attend the premiere. The film was a hit; the risk paid off, and put Warner Bros. in the same league as the big studios. But the triumph was hollow for the three surviving Warner brothers; the loss of Sam eclipsed the success of The Jazz Singer. Jack Warner recalled, “A million dollars or not, the Jolson debut was an empty victory for us. When Sam died—and there is no doubt that The Jazz Singer killed him—something wonderful went out of our lives.”

Hollywood, that great town of imitators, saw The Jazz Singer‘s success and belatedly realized that they needed to catch up; rival studios began to experiment with sound, not to everyone’s pleasure. As Michael Schulman notes in his book, Oscar Wars: A History of Hollywood in Gold, Sweat, and Tears:

Wings was released in some theaters with sound effects, to simulate gunfire and whirring propellers. Fox released Sunrise with a Movietone score and sound effects, including church bells. But when The Jazz Singer opened on Hollywood Boulevard the last week of 1927, the crowd was hardly ecstatic. Sam Goldwyn’s wife Frances recalled seeing “terror in all their faces,” because the ‘game they had been playing for years was finally over.’ Riding home, Irving Thalberg assured his new wife, Norma Shearer, that “sound is a passing fancy. It won’t last.”7

There’s a scene I think about from Singin’ in the Rain. In the 1952 musical, set during the time of the industry’s transition from silent films to sound, the antagonist Lina is urged by the audience to sing live. Her co-stars and the studio head trick her to lip- sync while the real singer, Kathy (Debbie Reynolds) sings into a second microphone behind the curtain. It works… until the curtain rises to reveal the ruse. And the audience laugh Lina right off the stage.8

Lina’s fears about people hearing her real voice was a very real fear of actors in 1927. As long films were silent, actors didn’t have to worry about their voice— they just needed to look good, no matter what they sounded. But when technology made it possible for audiences to hear what their favorite stars sounded like, they rightfully knew that people would never tolerate a mismatch between the voice and the face. If an actor looked good but had a drawl or bad accent, game over, man! Schulman notes:

In July, some 125 of them gathered in the Academy rooms, where elocution professor Thomas C. Trueblood correctly predicted that talkies would be a leap forward for the standardization of English pronunciation.9

The silent actors were right to feel nervous; Jack Warner once declared bluntly at a meeting with the Academy that “screen actors without stage experience will shortly be relegated to the discard.” Frances Marion, one of the most renowned female screenwriters of the 20th century, recalled, “At the studio gates, the incoming tide of actors with stage experience met the outgoing tide of actors who had lost the Battle of Sound. Life was very tense then, and only those who had invested their savings in stocks relaxed; the stock market was still on a spectacular rise10.”

Needless to say, Thalberg was wrong: sound wasn’t a passing fancy. That same year, an American Cinematographer columnist observed that “one cannot pick up a daily paper, walk along Hollywood Boulevard, attend a meeting of any kind or even sit at a table at Henry’s” without “hearing a little matter of interest and a lot of nonsense on the ‘talkies.’”

Schulman notes how Hollywood adjusted, gradually and in degrees:

Winifred Dunn, the story editor for Mary Pickford’s Sparrows, cautioned against making talkies too “stagy.” Jack Cunningham, who had written the Fairbanks vehicle The Black Pirate, wondered, presciently, how fans would react once “idolized players used their voices.” DeMille suggested that new idols might emerge from the ‘charm’ of speaking voices. He pointed to Shakespeare as the “original continuity writer,” to which one attendee asked “what studio was employing this man Shakespeare.”

All this, more or less, feels vaguely familiar today. Writers and artists are worried about AI being the end of their livelihoods, and actors once again have reasons to feel anxious about being replaced or their likeness misappropriated. What, then, can the advent of sound tell us about what AI will do to filmmaking?

There’s three ways of looking at it.

The first view is that AI will transform motion pictures the same way that sound did before it. The biggest claim is that it will reduce the costs of production, especially with visual effects— production times can be shortened and made “more efficient” if writers use AI to generate scripts; AI actors can be used in place of expensive stars; and sound and music can be generated with a prompt and the click of a button. Some people believe the future is AI-generated movies. In this scenario, like with sound, some people will lose jobs, though possibly not many new people will be needed to replace them.

The second view is that AI cannot replace the artistic process, period. That the joy of making a film, its very strengths in fact, come from collaborating with other people. This argument also points out that so far, AI has not generated anything artistic or new because it is just regurgitating existing works. That’s why you can generate 15-second clips of Tom Cruise and Brad Pitt fighting instead of actually finding the next Tom Cruise and Brad Pitt to create a whole new fight scene. This view holds that the Silicon Valley barbarians are at the gates but they will never take our artistic integrity!

The third view is— the way I look at it— is simply: I don’t know.11

Hear me out.

For the most part, I’m inclined to agree with the second view. The quality of AI-generated stuff, to put it mildly, has left a bad taste in my mouth. Maybe it will improve. But so long as I know it’s AI-generated, I won’t be able to stomach it. I can also absolutely see why studios and executives would want their hands on this tech— if Louis B. Mayer was still alive, he would use AI to replace actors he found troublesome and reduce his costs across the board.

However, it’s also hard not to agree with the first view, the kind that comes with a certain sense of despair that, in the end, technological advancement always wins out. To resist AI would be like silent film actors resisting sound in motion pictures. In this scenario, fighting AI is Waterloo, and the resistors are the French.

But.

But.

Here’s the thing that I realized while researching the history of sound in motion pictures that gives me hope.

One of AI’s most attractive selling points is that it will reduce the cost of filmmaking. But when sound was added to the movies, it did NOT reduce costs— at ALL. Theaters had to install sound systems, studios had to build soundstages and invest in sound recording equipment, actors had to hire dialect coaches, and so on and so on. If anything, sound INCREASED the cost of making motion pictures; and the same thing happened with the advancement of computer-generated images (CGI) and visual effects in the 1990s. Suddenly, movies needed bigger budgets to use these tools. Moreover, sound ADDED something new to cinema, something that silent films did not have.

Basically, sound added a new dimension to the medium while also increasing the cost of production.

On an artistic level, what is AI adding to the movies?

This isn’t a rhetorical question, I’m actually looking for answers. Here’s what some of cinema’s technological innovations gave us in the movies:

• Sound allowed us to hear Judy Garland sing “Somewhere Over The Rainbow” in The Wizard of Oz (1939).

• Technicolor dazzled us in Gone With The Wind (1939).

• Visual effects took us to a galaxy far far away in Star Wars (1977).

• Computer-generated animation made it possible to tell stories that looked different to hand-drawn animation in Toy Story (1995).

• CGI made us believe what a T-Rex looked like in Jurassic Park (1993).

• Motion-capture convinced us that Gollum was real in The Lord of the Rings (2001-2003) and that Pandora existed in Avatar (2009).

What’s the AI equivalent of the above list?

Again, not rhetorical. I’m actually curious.

What is AI’s Jazz Singer moment? Fifteen seconds of Cruise and Pitt fighting ad nauseam without it going anywhere?

Or maybe we’ve still not reached it?

Or maybe we never will?

Look at that list again. None of them were cheap. Take Pixar— Steve Jobs practically paid out of pocket to keep the company afloat until Toy Story was released; today, their budgets per film run in the hundreds of millions. The Avatar movies are so expensive that James Cameron reportedly said that his 2022 sequel would have to be “the third or fourth highest-grossing film in history” just to “break even.”12 In fact, Cameron is hoping that AI will help to reduce VFX costs to make more Avatar movies.

The other problem is that AI’s promise to reduce costs and increase efficiency only works if using AI does not become prohibitively more expensive. And AI is expensive— Ed Zitron does a great job at breaking down the numbers of companies like OpenAI and Anthropic and shows that they’re not adding up. Just two weeks earlier, after much fanfare and boasting and a $1 billion investment deal from Disney, OpenAI pulled the plug on its video plagiarism app Sora because it was costing $1 million daily to run.

Meaning that what’s free now will NOT be free later on, and prices will shoot up. Kind of like how Netflix has been steadily raising its subscription prices13.

So from a purely business perspective: If using AI becomes more expensive than not using AI, why use AI?

The AI industry’s biggest argument for gen-AI like the now-defunct Sora is that users can finally generate their own stories with characters from existing intellectual property. Forget the blatant copyright infringement part for the moment— the entire argument is built on promoting fan fiction. That might work for the internet— fan fiction runs riot online— but for the motion picture industry, that’s really not going to fly.

Maybe I’m wrong14. But until AI has its Jazz Singer moment, the way that sound did for that film— or the way that CGI showed through Terminator 2 and Jurassic Park that a whole new world of spectacle was at an artist’s fingertips; until AI is able to add something to a film on an artistic level, and is able to justify its existence beyond reduced costs and efficiency, there is reason for cautious optimism. That AI, unlike sound, will truly be a “passing fancy”.

Thanks for reading! If you liked this essay, you can sign up here for more issues. If you’d like to support Three Left Feet Media, share this newsletter with a fellow film lover you think would appreciate it.

Long live the movies!

D.L. Holmes

He was, at best, a second-tier character, compared to Spider-Man, Daredevil, The X-Men, Hulk, and The Fantastic Four. Characters, coincidentally, whose film rights had been sold to other film studios before Marvel Studios really came into its own in the late 2000s. The A-team stable was empty; Marvel would have to make do with the B-list players.

Even with 2011’s Captain America: The First Avenger, reception was positive if not exactly enthusiastic. Chris Evans brought charm to the role1, and the film— a throwback to 1940s World War II period pieces like Raiders of the Lost Ark2— did modestly well at the box office. A year later, Evans led the first superhero team-up in The Avengers, this time as a man out of time and without a war to fight. Fans warmed up to the character; particularly how Evans brought an earnest honesty and heroic attitude that felt inspiring3.

But post-Avengers, interest was higher for a third Iron Man film than sequels for the other characters.

Then, in 2014, Marvel Studios released Captain America: The Winter Soldier. And almost overnight, Steve Rogers became— there’s no other word for it— cool.

“I think we’re ready to take down S.H.I.E.L.D.”

Kevin Feige, the producer and president of Marvel Studios, made these remarks to writers Stephen McFeely and Christopher Markus sometime in 2011, and the timing could not have been better. The writing partners, who penned The First Avenger, had been hired to write the Captain America sequel, but the two were stumped. They had some guideposts— it was going to be set in the 21st century instead of the 1940s; the Bucky Barnes character played by Sebastian Stan would be the Winter Soldier, a brainwashed assassin kept in cryogenic freeze over decades by the Soviets; and it would pay tribute to 1970s thrillers in which the protagonist was pursued by mysterious forces— but they’d hit a wall. That’s when Feige told them what he had in mind for the fictional spy organization S.H.I.E.L.D.

“Honestly, at that point we were struggling to figure out what the big third act was,” says McFeely. With permission to destroy the spy organization introduced back in 2008’s Iron Man, the sequel began to take shape. But even they didn’t seem to realize how big this shake-up would be for Earth’s Mightiest Do-Gooder.

Captain America made his debut on 20 December 1940 in the pages of Timely Comics’ Captain America Comics #14. Created by Joe Simon and Jack Kirby, the cover became instantly iconic for famously depicting the super soldier punching Adolf Hitler in the jaw5.

Captain America bore a resemblance to his rival Superman over at Detective Comics, Inc.— both wore costumes coded in the colors of the American flag, both stood for values of truth, justice, and basic decency, and above all, seemed incorruptible. But while Superman’s popularity held, Captain America never seemed to quite capture the public’s imagination like the Kryptonian Boy Scout. As Marvel executive John Turitzin put it bluntly in MCU: The Reign of Marvel Studios:

… no studio was interested in any of the characters in question… the comic-book version of Captain America was ‘this funny-looking red-white-and-blue character, dressed, basically, in a cut-up flag with little white wings on his head, carrying a shield, and just weird.’ [Turitzin] added, ‘There’s a reason why those characters had not been turned into movies or TV shows.’.6

To acquaint themselves with the Winter Soldier, Markus and McFeely reread the 2005-2006 ‘Winter Soldier’ comic storyline by writer Ed Brubaker and artist Steve Epting— in which sidekick Bucky Barnes was reintroduced to the Winter Soldier. That’s the advantage of having decades of stories to draw from: as a writer, you don’t have to always reinvent the wheel. For the Dark Knight trilogy, Christopher Nolan drew from the Batman comics7. Markus and McFeely pitched multiple ideas to Feige; he instructed them to focus on a movie operating as a political thriller “saturated with conspiracy and corruption”.

Marvel Studios was still in the nascent phase of gobbling up genres and packaging them as superhero stories; this was one of the earliest. As research, Markus and McFeely turned to films from the 1970s, an era marked by a slew of political thrillers. “‘Three Days of the Condor,’ recalls McFeely, “that was one that we went ‘oh wow.’ So there’s a lot of seepage from that movie… then we watched other ones from that period, like The Parallax View and things like that.”

“‘Marathon Man’,” Markus chimes in.

“Marathon Man is great,” McFeely agrees, “and it’s not like we stole particular things from them, but there’s that sense of an onion getting pealed away.’

“And the great thing about conspiracies is it’s usually not like sixteen people versus a conspiracy,” adds Markus. “It’s one guy who becomes increasingly isolated and all of those movies do a great job of taking away the safety net until you’ve got one man who then has to decide whether he’s going to run in the opposite direction or will take them down.”

“Structurally with good conspiracy movies everything is fine and then you’re on defense for half the movie, like ‘Oh my god,’ then once you figure it out, you go ‘All right, now I go on offense’,” says McFeely, “and that lent itself really well to our purposes.”8

Of course, this being a Marvel film, it couldn’t go the whole nine yards. A 1970s thriller often ended on an ambiguous note with little changing. Marvel could not afford to do that— Captain America had to fight the grand conspiracy and win, damn it! With S.H.I.E.L.D being revealed to be infiltrated by HYDRA agents, the enemies Rogers fought in 2011, led by Red Skull9. In early drafts, Nick Fury, Black Widow, and Hawkeye— the three biggest names affiliated with S.H.I.E.L.D.— would join the fight; but when Hawkeye actor Jeremy Renner couldn’t be scheduled10, his scenes were reassigned to Black Widow. This proved a boon— instead of a trio, the film got the clashing duo of Captain America’s ‘old-fashioned’ view of the world versus Black Widow’s more modern and ambiguous morality.

Still, Captain America needed a friend. And since Barnes was on the enemy’s side, then-executive producer and Vice President of Production and Development Nate Moore11 advocated for Captain America’s team partner in the comics and one of his favorite Black superheroes growing up: the Falcon.

“We have to introduce the Falcon, because as a kid, that was a character I remember loving,” he told Markus McFeely.

The writers were skeptical. The winged character looked a little ridiculous to them. “The guy with the wings?” they asked Moore. “Do people like the Falcon?”

He replied emphatically: “People love the Falcon.”

Meanwhile, Feige needed a new director.

Though pleased with what director Joe Johnston delivered in The First Avenger, he wanted a director who’d be “more available”12. His shortlist of candidates included: George Nolfi, the writer-director of The Adjustment Bureau; F. Gary Gray, a music-video director who had made the transition to features such as Friday, The Negotiator, and The Italian Job; and the brothers Joe and Anthony Russo.

At the time, the Russo brothers were best known for their work in television than features. Not that they hadn’t tried with the latter. When graduate students at Case Western Reserve University, they made an independent comedy, Pieces, that was accepted in the 1997 Slamdance Festival, but never released. However, it got the attention of director Steven Soderbergh, who later produced (along with actor George Clooney) their next movie, the 2002 heist film Welcome to Collinwood. It flopped at the box office.

“We were really up-our-own-ass artistic filmmakers when we got into the business,” Anthony Russo remembers with a laugh. “Only Steven Soderbergh would have responded to our first film—thank God he did. Frankly, he taught us how to make commercial movies.”13

But the brothers found their calling in television, winning an Emmy for directing the 2003 pilot of Arrested Development, the clever and riotously funny single-camera sitcom about the self-centered Bluth family. They also served as executive producers and directed another thirteen episodes. The Russos also directed the Community pilot14, another single-camera sitcom about a study group at a community college. They’d go on to direct thirty-four more episodes here and also serve as executive producers for a while. These sitcoms proved a useful training ground for their Marvel career phase: it taught them how to work on projects with large casts, and they had a knack for making the actors never feel neglected.

“We understand ensemble storytelling, we understand multiple brands, we’re ambitious, we like the cutting edge,” says Anthony. “We’re also— this is a dirty term, so I don’t use it anymore— populists.”15

Between the two brothers, Anthony tended to speak more off the cuff, while Joe was more measured. But together on a set, it was clear that they were a team. Even without speaking to each other, when one of them gave instructions to cast or crew, they’d already agreed on what the day’s shooting needed. Thus, achieving harmony.

It was Community that put the Russos on the Marvel Studios radar. Although Dan Harmon created the show16, it was the Russos who encouraged him to “use his sitcom as a vehicle for parodies of other film and TV genres.” Community wasn’t the first sitcom to do this— that honor should go to British sitcom Spaced, created by Simon Pegg and Jessica Hynes (credited Jessica Stevenson), and directed by Edgar Wright— but it did take the show to new heights.

The first one was the twenty-third episode of the first season, ‘Modern Warfare,’ a 2010 action-movie parody set during a college paintball competition. That episode was directed by Justin Lin17. Lin was supposed to return for the two-part season 2 finale, but when he was unable to make it, the Russos stepped in to direct ‘A Fistful of Paintballs’— a Western spoof— and the action-franchise pastice ‘For a Few Paintballs More’. Those episodes caught Feige’s attention; he set up a meeting with the brothers.

The three got along immediately. The timing, too, was fortuitous: having made the paintball episodes, the brothers felt ready to make an actual action movie. Feige thought so, too. Still, it wouldn’t be a straightforward decision. The Russos recall how they pitched themselves as the best team for the Winter Soldier gig:

“ANTHONY — [Our agent called to say] ‘Marvel has a list of 10 directors that they want to talk to about the next Captain America movie, and you guys are on it.’ That was unbelievable to us. They just were meeting with people who were doing interesting things. They didn’t even let us read the script until after the first meeting. Over those two months, the movie kind of took over our lives. We fell in love with it, and we were doing storyboards. We were rewriting scenes just to show them tonally what we would do. We created an animatic, to give them an idea of tone and texture, and we finally won.

JOE: We were running Community at the time, which was no small gig. That was a very complicated show. A lot of personalities — messy personalities — involved in that show. Every episode was a big creative swing. It was a really intense period for us. I remember sleeping in the trailer on the lot of Community quite a bit just to keep up with the edits and prep for Captain America.

ANTHONY: But before we went in for that last meeting on Marvel, my wife reminds me that I said to her, “Look, if we don’t get this movie, I have to rethink my entire career. I don’t understand any of that if this doesn’t happen.” It just felt like the movie was ours.

JOE: We were very happy in television. We had a lot of creative control. We didn’t have a lot of headaches. We could push around studio executives and heads of studios, and get things done the way we wanted to get them done. So if we’re going to go back to film, it’s got to be something valuable and something we’re really excited about.”

Their passion and enthusiasm, plus their rapport with Feige, won them the job. In June 2012, Marvel Studios made an announcement: Anthony and Joe Russo would direct Captain America: The Winter Soldier. If you didn’t know their names now, they promised that you will.

After boarding the film, the first thing the Russos did was to meet Ed Brubaker.

Like most people, Joe Russo always found Captain America to be “too much of a Boy Scout”. But he loved what Brubaker did with the character. Joe says, “He completely deconstructed the mythology, and made him very relevant. And putting it in an espionage genre, he married it to a genre that could support the character and make the character more interesting. We were very fortunate to have that source material.”

At the same time, the two jumped into the development process that was already under way with writers Markus and McFeely, Marvel’s top creative producers (Feige, Louis D’Esposito, Nate Moore, and Victoria Alonso), and Marvel’s visual artists. An initial opening with a World War II flashback was scrapped; instead, it opened with Captain America saving hostages on a hijacked military boat and fighting Batroc the Leaper, now transformed from “from a Gallic punching bag into a credible threat”.

Another thing on the cards: crashing a S.H.I.E.L.D. Helicarrier; not the ones from The Avengers, but new vessels “designed by Tony Stark, manufactured by S.H.I.E.L.D., and hijacked by the quasi-Nazis of HYDRA, capable of making a targeted lethal strike anywhere on the planet.”18 It was the Russos’ idea to make government surveillance central to the plot19 when they learned that the Sea Launch Commander (a ship docked in Long Beach, California) was used to launch satellites into space. When whistleblower Edward Snowden leaked thousands of classified documents about the National Security Administration (NSA) surveillance programs in 2013, suddenly, The Winter Soldier’s themes started to feel timely.

From MCU: The Reign of Marvel Studios:

“It’s hard to make a political film that’s not topical,” Anthony Russo said. “That’s what makes a political thriller different from just a thriller. And that’s what adds to the characters’ paranoia and the audience’s experience of that paranoia. But we’re also very pop-culture-obsessed and we love topicality, so we kept pushing to [have] scenes that, fortunately or unfortunately, played out when Snowden outed the NSA. That stuff was already in the zeitgeist. We were all reading the articles that were coming out questioning drone strikes, pre-emptive strikes, civil liberties—Obama talking about who they would kill… We wanted to put all of that into the film because it would be a contrast to [Captain America]’s greatest-generation [way of thinking].”

Apart from the big climax, two other moments of tension that the Russos zeroed in on were the elevator fight between Steve Rogers and an entire squad of HYDRA loyalists, and Nick Fury’s escape from the Winter Soldier20.

For the elevator fight, “the Russos and the Marvel visual staff developed an extensive collection of storyboards and montages, dictating the overall look and key shots.” James Young, the fight choreographer (and Sebastian Stan’s stunt double), studied the portfolio carefully and trained his team of stuntmen, filming it with a consumer-grade camera or a cellphone to show the brothers, who’d point out what they liked or what they wanted to modify in the next pass. Once the choreography was approved, Young and his team then taught the actors. Evans had to do most of the choreo himself; the confined quarters made it difficult to swap in a stunt double without it being obvious.

As for Nick Fury’s attempted assassination— and the Winter Soldier’s introduction proper— this was Marvel Studios’ chance to give the S.H.I.E.L.D. director an opportunity to, in the words of actor Samuel L. Jackson, move “Nick Fury into the badass zone”, as the director of S.H.I.E.L.D.— stuck behind a high-tech car— evaded assassins chasing him down the Washington D.C. streets21. The Russos drew on both classic cinema car chases (The French Connection) and modern entries (the Bourne series), as well as real-life car chases, and instructed Marvel’s concept artists and animatic editors to build out the sequence; make the audience really feel the pressure of seeing “Nick Fury stuck in an escalating situation for longer than expected.”

The Russos also wanted to use as a lot of physical settings and practical effects, possibly the rare occasion that put them at odds with Marvel Studios’ usual methods. Anthony Mackie praised their approach:

“The Russos, what they did that was so great was they wanted to stay with live action, which is a dying art form. If they can build it, they built it. If we could do it, they did it. They wanted to do as little CGI as possible. That’s why the movie looks so great.”22

As production progressed, the Russos picked their favorite bits from storyboards, concept art, and costume design, and incorporated them into their animatics. New tech and pre-viz allowed them to could see what worked, what didn’t, and retool as needed. Monty Granito, the pre-viz supervisor on The Winter Soldier, recalls rebuilding the animatics for the movie’s final showdown between Steve Rogers and Bucky Barnes while Falcon brings down multiple Helicarriers over Washington, DC:

“‘They would take one or two shots, and they would say, “Great, these are good, [these] one or two shots. Rebuild the entire sequence around these one or two shots.” And then I would build the whole sequence again, and they would say, “Great, these are great, [these] four shots. Rebuild the entire sequence around these four shots.”’”

Pre-viz has been savior and demon for filmmakers and studios. While it saves time, effort, and money, it also meant that Marvel Studios would keep tinkering with their movies until the last possible moment. Still, the Russos’ experience as executive producers on television shows helped them navigate Marvel’s method of filmmaking, which favors “strong managers, not auteurs.”23 Community creator Harmon, recognizes that the Russos diplomatic acumen allowed them to deal with studio heads and networks in a way that he found difficult24.

“You’ve got to be a bit of a politician as well as a creative in order to navigate these waters. Or a healthy way of looking at it is you have to not be a megalomaniac,” acknowledges Harmon. “Orson Welles is not going to work well at Marvel,” he observed. “[But the Russos] were collaborators always, first and foremost.”

Principal photography began on April 1, 2013— under the working title Freezer Burn—and lasted three months. The Russos’ hometown of Cleveland was chosen as a stand-in for Washington, D.C.; filming also took place in the real Washington, D.C., such as at the National Mall, Theodore Roosevelt Bridge, Willard Hotel, and Dupont Circle. Cinematographer Trent Opaloch (District 9, Elysium) helped the brothers capture the mood and feel of the 1970s thrillers by grounding the story and character in a real world. Opaloch says, “We talked about classic framing and naturalistic lighting. Another key to our look was the great work of our operators, Andrew Rollins and Ian Fox, who often shot handheld. But the basic idea was that we have this fantastic character running around in an outfit with a shield. What would it be like if he was an actual guy? It posed an interesting challenge.”25

Other influences included Michael Mann’s Heat26, and Brian De Palma’s action scenes such as the vault heist in 1996’s Mission: Impossible27. Opting out of the modern action aesthetic of quick cuts and moving cameras, they chose to shoot scenes that felt longer, dangerous, and visceral. Filming ran smoothly, only reaffirming Feige’s belief that the Russos had been ready to make a big movie.

“Joe and Anthony, they were very clear and had very lofty ambitions, saying things like ‘We want to do the best car chase in any Marvel movie, and maybe the best car chase of all time.’ I said, ‘Well, that sounds good. Let’s try that.’ Feige smiled. “Damned if they didn’t pull it off.”

More than that, the producer was also pleased by the Russos’ readiness to connect to the greater Marvel Cinematic Universe, something that never sat well with Iron Man director Jon Favreau. But for someone like Joe Russo, the interconnections thrilled the “comic book geek” in him, such as the “mid-movie infodump that would be revisited in a later Russos-directed movie, Captain America: Civil War, where it is revealed that Bucky Barnes killed Tony Stark’s father.”28

During post-production, the Russos would edit the film on their trailer at the filming lot of Community because they were still working on the show. Since The Winter Soldier led directly to 2015’s Avengers: Age of Ultron, the brothers got to read Joss Whedon’s script for the Avengers sequel, and accordingly did additional photography to shoot scenes that would better reflect their choices leading to the next film.

Captain America: The Winter Soldier opened internationally on March 26 2014, while releasing in the United States on April 4 2014. By the end of its run, it had grossed $714,421,503 at the box office, nearly double of that of its predecessor. But more than that, it made Captain America look, well, badass. And just as Brubaker did for the comics, The Winter Soldier ignited interest in Captain America as a character. Critical reception was also positive— in fact, The Winter Soldier has a higher rating than Iron Man 3 on both Rotten Tomatoes and Metacritic respectively. As soon as the brothers finished The Winter Soldier, Feige signed them up to direct the third Captain America movie, along with Markus and McFeely once again to conclude the trilogy and wrap up the story of Steve Rogers and Bucky Barnes29.

The Russos’ relationship with Marvel Studios didn’t end with Captain America. Feige handpicked them to oversee the gargantuan productions of Avengers: Infinity War and Avengers: Endgame; and in July 2024, Marvel Studios announced that the Russo brothers would return to direct two more Avengers sequels, Avengers: Doomsday and Avengers: Secret Wars; allowing them to rescue the projects that ran into trouble owing to a change in plans over the villain Kang the Conqueror30.

Feige says, “We had started even before what had happened to the actor happened, we had started to realize that Kang wasn’t big enough, wasn’t Thanos, and that there was only one character that could be that, because he was that in the comics for decades and decades. Because of the Fox acquisition, we finally had it, and it was Dr. Doom. So we had started talking about Dr. Doom even before we officially pivoted from Kang. And in fact, I had started talking with Robert [Downey Jr.] about this audacious idea before Ant-Man 3 even came out. It was a long plan that we had, to take one of our greatest characters and utilize one of our greatest actors.”31

That makes the Russos the longest-serving directors at Marvel Studios; with the fifth and sixth Avengers movies, that’s a total of six films. James Gunn and Jon Watts made three films each with their respective Guardians of the Galaxy and Spider-Man trilogies; so did Peyton Reed with three Ant-Man movies; and once he makes Black Panther 3, so will have Ryan Coogler. Meanwhile, Jon Favreau, Taika Waititi, and Joss Whedon made two Iron Man, two Thor, and two Avengers movies respectively.

Put it another way: Marvel Studios (and Feige) and the Russo brothers have a long-standing and fruitful working relationship. In another way, they both need each other.

The Russos’ filmography both pre-Winter Soldier and post-Endgame have been received somewhat indifferently. New York Post’s Johnny Oleksinski was particularly scathing about their films after Endgame: “Since then, the brothers have been on a diabolical mission to deliver some of the worst and priciest movies of the past six years.”32 Perhaps more surprising was that their return to TV— the medium in which they thrived— via Amazon’s Citadel didn’t set the world on fire. “A big-budget, low-imagination thriller with plenty of explosions and no surprises,” The Economist called it. The spin-offs, Citadel: Diana and Citadel: Honey Bunny, were both cancelled after one season. Joe Russo is directing all the episodes of Citadel season 2, due May 6, 2026, so it’s possible that the show could find its footing on the second round33.

Marvel Studios, meanwhile, no longer has that Midas touch. Quite a number of films in Phase Four and especially Phase Five have made less impact at the box office. It seems that slapping the Marvel Studios logo no longer guarantees an automatic hit, even when the response is positive. They need a hit, and they’re hoping that the Russos will deliver it with Doomsday, which not only ropes in RDJ as Doctor Doom, but is bringing back Evans and roping in Fox’s X-Men for the ride. Can the Russos capture the kind of lightning-in-a-bottle magic that they did with The Winter Soldier? Or will it go the way of the last few films they made?34

Thanks for reading! If you liked this essay, you can sign up here for more issues. If you’d like to support Three Left Feet Media, share this newsletter with a fellow film lover you think would appreciate it.

Long live the movies!

D.L. Holmes

So here are three lesser known but equally powerful one-take shots in the movies.

Flowers of Shanghai (1998) - Opening

Directed by: Hou Hsiao-hsien

Director of Photography: Pin Bing Lee

Most of Flowers of Shanghai plays out in long shots, but the opening scene takes the crown for its unbroken eight-minute oner. The entire scene is set around a dining table at one of the brothels. The men play a drinking game, the courtesans watch and make comments— and for one young man, they even drink on his behalf when he keeps losing. The main character, Master Wang (Tony Leung) sits on the left. He watches the others, smiles a bit, but never says a word. The camera doesn’t even focus on him too much; if you don’t know who Leung is, you’d be forgiven for being confused about who we’re supposed to be pay attention to. And that’s kind of the point. On first glance, the scene might seem meandering and pointless, but it actually is conveying all the necessary exposition needed to understand the rest of the film courtesy of one man talking about Yufu, one of the players, who is besotted with a prostitute named Crystal. We never see Crystal, but their relationship foreshadows that of Master Wang and the woman he loves, Crimson; as well as the love triangle the three are involved in when Master Wang goes to see another prostitute named Jasmin. But more than that, the oner masterfully captures the time, the period, and the dynamics between the men and the prostitutes during the 18th century, allowing us to understand the world we’re about to step in. Subtle, brilliant, and honestly, it’s some of the best naturally lit cinematography since Barry Lyndon.

Atonement (2007) - Dunkirk evacuation

Directed by: Joe Wright

Director of Photography: Seamus McGarvey

This five-and-a-half minute oner was actually a compromise. Joe Wright wanted to do a large scale scene of the Dunkirk evacuation2, but they didn’t have the budget, the extras, or the shooting time. With only two days to get the beach scene, Wright reluctantly reduced his plans to this one shot of Robbie Turner (James McAvoy) walking along the beach, past soldiers shooting their horses between the eyes, a mother and child sitting silently together, a beached ship with tattered sails, and a group of men singing as a chorus. Steadicam operator Peter Robertson rode the first part of the shot on an electric vehicle, then walked the next part of the shot, and then used a rickshaw for the final part which allowed him to save energy and keep up with the pacing of the actors. Out of four takes, of which the last was ruined halfway by poor lighting, they used the third take, getting the shot during a small window of time that Seamus McGarvey wanted. Honestly? If this was a compromise, it’s a great one.

Notorious (1946) - The Kissing Scene

Directed by: Alfred Hitchcock

Director of Photography: Ted Tetzlaff

Here’s another instance of obstacles leading to the best creative solution. The Hays Code, which was in full swing by the 1940s, forbade any “excessive and lustful kissing, lustful embraces, suggestive postures and gestures”. If an onscreen kiss ran on for longer than a few seconds, the censors would cut it. In Notorious, Alfred Hitchcock filmed a two-and-a-half-minute scene of Cary Grant and Ingrid Bergman kissing by interrupting the smooch with the two walking from the balcony into the room, a telephone call, then Grant leaving, all while the camera keeps them in close up. To get this scene done, Hitchcock met with the studio and Production Code representatives, “lulling people with the shifting script and his wry reassurances”. The actors worried it would look awkward, but Hitchcock assured Bergman that it worked. It worked so well that it sneaked past censorship, resulting in an extremely erotic scene, even by Hitchcock’s standards.

Thanks for reading! What are your favorite one-shot takes from cinemas? Leave a comment below with your suggestions! If you liked this essay, you can sign up here for more issues. If you’d like to support Three Left Feet Media, share this newsletter with a fellow film lover you think would appreciate it.

Long live the movies!

D.L. Holmes

A more granular look into their craft.

I didn’t know any filmmakers or writers growing up, so I studied how the masters did it. This helped me figure out my own process by studying what worked for them, trying it out for myself; if I liked it, I adopted it for my own; if it didn’t work, I put it aside and chose another; until finally, I had a process of my own.1

But the interest in other people’s craft, especially filmmakers, continues to fascinate me. That, coupled with all the other knowledge about creativity and the process, allows me to understand more about why someone works the way they do— their eccentricity is a carefully planned way of creating the work. So when I learned that Paul Thomas Anderson still writes his screenplays on Microsoft Word, I needed to know: Why did the newly minted three-time Academy Award winner choose to write this way?

“It’s stubbornness,” the 55-year-old director says with a laugh. “It makes no sense. It’s an addiction that’s really unhealthy.”

Old-fashioned? Inconvenient? Sure— especially, as some might argue, that there are cheaper screenwriting software alternatives to Final Draft. But for PTA, who has written all his films this way, using Microsoft Word is like writing scripts on a typewriter with a sheet of paper: “Deep down, I like to write the characters’ names. I like to hit tabs.”

Maybe he’s being self-deprecating2. Or maybe he’s a little superstitious because he wrote his first films on Microsoft Word and fears that switching to another software will cut him off from the creative source3. All these things could be true, but I think the truth is actually far more practical, one that PTA recognizes. Using Microsoft Word to type a script is INCONVENIENT, and forces PTA to think carefully about what he wants to write before his fingers hit the keyboard. He admits as much: “Exactly. It’s those hiccups you have to do.”

Far from not making sense, PTA articulates something that other successful creatives understand that most people— especially techies— would despair about: the inconvenience of a creative tool creates friction that allows the person to slow down and think about what they’re trying to write, paint, or capture.

Just as a photographer using a film camera with a limited number of shots would only press the button once they were certain they’d gotten the photo, versus using a digital camera that meant you could take several photos of a shot and select the best version.

The idea of slowing down in a world that is increasingly designed to ‘move fast’, where technology has removed friction out of our lives, seems radical. Some might roll their eyes and call it ludicrous.

Let’s go back to PTA. I’m pretty sure somebody types up PTA’s Word doc script into Final Draft or something once it’s time to get started, or else things would be a nightmare for production. And one might argue that using Final Draft or an alternative like Celtx wouldn’t really make much of a difference— the advantage of these programs is that they take of the formatting. But for PTA, using Word acts like a filter for his bad ideas, dull words, or terrible dialogue— if he writes it down and later doesn’t like it, going back and changing it is going to be a PAIN IN THE-- ***looks around***-- ASS4. The disadvantage of using Microsoft Word to write scripts actually becomes his artistic advantage.

Because the first draft of anything is never gold, even when you’re as brilliant as PTA. One Battle After Another, for instance, took over 20 years to write5, and the Word document6 was about 600 pages at one point.7 But what he wrote was probably the least worst version out of all the possible terrible versions, because he got rid of the worst bad ideas at the beginning. Kind of how writers a few centuries earlier had to think long and hard about what they wanted to write before marking the paper with ink because paper was costly— unable to waste paper, they got it right in their minds before they started writing.

The idea of creating friction—or introducing a barrier to benefit the creative process— is similar to how PTA’s friend and peer Quentin Tarantino writes. Tarantino always starts writing his scripts longhand, from the ideation stage all the way to a first draft. Once he’s done and it’s time to rewrite and edit, Tarantino doesn’t use Final Draft. Nor does he use Word. In fact, he one-ups PTA in the ‘deliberately-introduce-inconvenience’ department: he types up the script on a Smith Corona word processor… using only one finger.

Look, we know that Tarantino is a sadist in his films, but now it’s clear that he’s also a masochist because DEAR LORD, WHY WOULD ANYONE DO THAT?! In an interview with Brian Helgeland (L.A. Confidential), Tarantino actually clarifies his attachment for this old-fashioned machine:

“My girlfriend had one of those old Smith Corona word processors. It was great for me because it was idiot-proof. One of the more famous things in Reservoir Dogs, the argument over who’s going to be named what color, was written with one finger on that word processor. So then when I wrote Pulp Fiction, she let me borrow it again. But for Jackie Brown, I didn’t have it, and it made me crazy.”8

He continues:

“So on Kill Bill, I was like, I’ve got to get Grace’s old word processor back. But we’d broken up. So I went to her, and I was like, Let me just have it. She said her sister had it. But her sister gave it to somebody else, and that person gets in touch with me and says: I have the Smith Corona word processor that you did Pulp Fiction on. Would you like it? Yes. Yes. Yes.”

Here’s Tarantino describing the machine:

“[The Smith Corona is] like a typewriter that has a little floppy disk. As soon as I use it, it always pops up: “Smith Corona, copyright 1987.” It has a memory of like 30 pages. And it doesn’t do anything. But that’s what I like about it.”

A memory that can only hold 30 pages? Of a Tarantino script, no less? Given the man’s proclivity for long dialogue, that probably means it takes a good deal of time to type it up. In fact, this is how laborious it gets:

“Since it doesn’t have any memory, I actually print [the script] out after every page. I get to look at the page and [ask], do I like it? Do I want to change anything? I actually have this sense of accomplishment every time I get done with a page.”

Look, there’s no guarantee that imitating Tarantino’s writing process will turn you into the next Tarantino— if anything, I’m starting to think this machine is the reason why he’s only nine films and written another four feature films9. But there is a method to his madness, right down to the choice of typing up the script using one finger:

“When you write by hand, you’re kind of vomiting on the page. … That’s the good thing about it. But, you know, when you’ve got this giant fucking handwritten manuscript and you’re typing it up with one finger, if this shit isn’t Shakespeare, it can be cut. … If I don’t want to type it up, if I’m dreading it, then that means I don’t love it.”

The man isn’t about to waste time and energy typing up a shitty scene if he’s going to delete it in the end. By making certain parts of the process deliberately limiting, Tarantino is forced to slow down and think about what he’s going to keep and what he’s going to discard. Whereas if he had the frictionless ease of Final Draft or even Microsoft Word, he’d keep on writing which would take him a longer time to rewrite and edit his scripts.

Another successful person who is deliberate about the tools they use is Christopher Nolan, who writes his scripts on a computer that cannot connect to the internet so that he won’t get distracted. It’s the same reason he doesn’t use email or own a smartphone. In an interview with The Hollywood Reporter, his reason is simple:

“I think technology and what it can provide is amazing. My personal choice is about how involved I get. It’s about the level of distraction. If I’m generating my material and writing my own scripts, being on a smartphone all day wouldn’t be very useful for me.”

The lack of email means that Nolan hand-delivers his scripts. It’s less about secrecy and more about privacy:

“It’s being able to try things, to make mistakes, to be as adventurous as possible. And to be able to sit with somebody who’s just read what you’ve written and get their take on it, see how they connect with it in a very human, face-to-face way.”10

That meant Nolan flew to Cillian Murphy’s house in Ireland and waited while the actor read the script. Similarly, Robert Downey, Jr. went to Nolan’s house in Los Angeles to read it.11

George R. R. Martin knows a few things about distraction: the man has two computers. There’s one that he uses to check his emails, browse the Internet, and do his taxes. Then there’s the other one that he uses only for his writing: a WordStar 4.0 on a DOS computer. On an interview with Conan O’Brien, he explains why he prefers this to a modern computer:

“Well, I actually like it. I mean, it does everything I want a word processing program to do and it doesn’t do anything else. I don’t want any help. I hate some of these modern systems where you type a lowercase letter and it becomes a capital. I don’t want a capital. If I wanted a capital, I would’ve typed a capital. I know how to work the Shift key.“12

Plus, there are no distractions, no notifications or emails to pull him away from the writing. Anyone who has ever written understands the struggle to sit down, put your head down, and just write. Most of the time— or at least for me— I’ll gladly snatch at any distraction if it means putting off the writing, especially when it gets tough. The friction of an old machine— or in Nolan’s case, a machine not connected to the internet— allows the user to do the work they need to do without their attention being pulled in different directions.

All four of these masters understand why it’s important— nay, vital— to introduce a certain element of friction into their process. Frictionless technology does speed up things, but efficiency doesn’t always mean better. For instance, I typed out this first draft as fast as I could on Microsoft Word, then would type it up and revise on Substack, constantly cutting, deleting, or moving paragraphs around as I go along. The ease of Word and Substack means I can write quickly and change as much as I want, so I don’t freeze up before the blank page; the downside is that it takes a LONG time to edit and revise because my first draft never looks the same as my final draft. I need to vomit everything down and then sort it out, versus deliberately thinking over what I want to say before I put it down. Idiosyncratic though their methods might be, PTA, Tarantino, Nolan, and Martin’s success is proof that we should not rush to make our artistic process easier just because.

This essay began with Paul Thomas Anderson, then went on a bit of a tangent, so let’s return to PTA. What’s next for him? I suspect he might take a break to bask in the afterglow of One Battle After Another’s Oscar victory. But it doesn’t mean he’s idle— he recently rewrote parts of Patrick Mabler’s script, What Happens At Night, the Martin Scorsese film starring Leonardo DiCaprio. There’s no word on whether he did the rewrites on Microsoft Word13, or what film he’s got lined up next, but it probably will be exciting as his work normally tends to be.

This much, however, is certain: He will write it on Microsoft Word.

Thanks for reading! If you liked this essay, you can sign up here for more issues. If you’d like to support Three Left Feet Media, share this newsletter with a fellow film lover you think would appreciate it.

Long live the movies!

D.L. Holmes

It tried to warn us.

We just thought it couldn’t happen.

Could a world without children really trigger societal collapse? In Children of Men, a fertility crisis— with people unable to conceive for twenty years— might sound far-fetched until you realize that birth rates around the world are falling. Not that it’s never been low before— take the birth rates immediately after World War 2 before the baby boom, as well as in the aftermath of the Black Plague. No, the trouble is that in this world, the crisis became a political issue.

The film’s plot is really a road movie: Former activist Theo Farron (Clive Owen) is reluctantly roped into helping his former lover Julian (Julianne Moore) procure a visa to get young refugee Kee (Clare-Hope Ashitey) out of England. But when Theo discovers that Kee is pregnant, the first woman in decades to be so, he is compelled to get the girl and her unborn child to a safe harbor.

Alfonso Cuarón, who directed and co-wrote the film, doesn’t dwell on the details of what triggered global infertility or how Britain turned into an authoritarian regime. “There’s a kind of cinema I detest, which is a cinema that is about exposition and explanations,” explains Cuarón. “Cinema has become now a medium — well a lot of mainstream, and even indie sometimes — it’s become now what I call a medium for lazy readers. It’s illustrated stories. You can close your eyes and you can follow the movie. What’s the point of seeing the movie? Cinema is a hostage of narrative. And I’m very good at narrative as a hostage of cinema.”

No, he’s more interested in what happens after the fact; that’s the story. It’s up to us to fill in the blanks about how the world got there1. Viewing the fertility crisis as a “metaphor for the fading sense of hope”, Cuarón saw a promising story about now and the future.

Cuarón didn’t want to make it at first.

Children of Men is based on P.D. James’ 1992 novel ‘The Children of Men’, so it had been around for a while. Although Cuarón had tested the waters of Hollywood with A Little Princess and Great Expectations, it was the success of his 2001 Mexican film Y tu mamá también that really got Hollywood’s attention. Several pitches and scripts came his way, none that interested him. One that piqued him was about “a world wracked by infertility”; it intrigued him enough to discuss it with writing partner, Timothy J. Sexton. But there were two problems: Cuarón was turned off by the prospect of “a science-fiction thing about upper classes in a fascist country”, and that it felt too much like a B-movie. Meanwhile, Cuarón was still taking Y tu mamá también around the world, with a screening scheduled to be held at the Toronto Film Festival in Canada on September 11, 2011.

Then, 9/11 happened.

Air travel was suspended. Stranded with his stars, Gael García Bernal and Diego Luna, the director— like the rest of the world— was grappling with the enormity of what had happened. “I was talking with Gael, I remember, and thinking about what’s going to happen, trying to understand what was going to shape this new century,” recalls Cuarón. As America and the world reeled, suddenly he could see chaos looming. He called up Sexton. He knew how the mass infertility story could work.

“Our point of departure was, we’re at an inflection point,” says Sexton. “The future isn’t some place ahead of us; we’re living in the future at this moment.”

Book purists demanding that film adaptations be faithful to their source material would be scandalized by Cuarón’s refusal to read the P.D. James novel. Perhaps more blasphemously, he and Sexton decided to throw out nearly everything except the character names, the British setting, and the concept of the first pregnancy in a world absent of children. Cuarón recalls:

“I was so scared to sidetracking and second guessing myself that I asked [Sexton], I said, ‘You know I’m not going to read it, because I want to be clear and this is the movie I want to do. ‘Why don’t you read it? And now you know the movie I want to do. Why don’t you then bring into the table the element that you think I’d want to be relevant to tell the story that I’m telling?’ And that’s what we did.”

Things that changed: For starters, Kee doesn’t exist in the book, it’s Juliane Moore’s character, Julian, who gets pregnant. “We just took a big departure there,” says Cuarón. “We did have to honor the part of the story of the immigration [addressed in the book], but we created the whole thing with the refugees. We took the book as a point of departure to look at the state of men now, and added things like the Homeland Security and the whole idea of what is happening outside in the world.”

After getting the greenlight from producers Eric Newman and Marc Abraham, and as soon as the travel ban was lifted, Cuarón and Sexton got to work. The pair traveled to New York City, still recovering from the attacks; from there, they stopped at Milan where Cuarón’s then-partner was living, and accidentally got a front-row seat to Italian progressives protesting anti-globalization2. Finally, they arrived in London and stopped to finish the first draft. “London in November and December is a pretty great place to imagine the end of the world,” says Sexton. “It’s relentlessly bleak. I’m fairly certain the sun didn’t shine while we were there.”3 Meanwhile, Cuarón read up on plenty of political theory, from philosophers like Slavoj Žižek and John Gray, to activist journalists like Naomi Klein, in order to get the verisimilitude correct. At last, they turned in their script to Newman and Abraham; the latter two’s company, Strike, had a deal with Universal Studios, and they presented it to the studio.

The studio response was… not encouraging.

“I mean, you’re talking about a very intense, obviously very artistic film that’s not going to be cheap and has a political angle to it,” says Abraham. “Not an easy thing to finesse under the best of circumstances.” A big concern was about the protagonist’s fate4. But Cuarón stuck to his guns. Universal hesitated. And in that limbo, Cuarón got an unexpected major offer from Warner Bros: they wanted him to direct Harry Potter and the Prisoner of Azkaban, the third installment in the Harry Potter franchise. When Universal continued dragging its heels, Cuarón accepted the Harry Potter gig5.

Newman despaired. “I remember thinking, That’s the end, nobody ever comes back from a franchise.”

On the contrary: Harry Potter and the Prisoner of Azkaban was the best thing that could have happened to Children of Men.

Working on Harry Potter meant Cuarón had to live in London for two years. Suddenly, he found himself inside the British social dynamic, witnessing it as a part of the collective system—which is different from being “a tourist”. “I can’t claim to understand the Brits, but at least I witnessed the class system, for instance, and other subtle things,” says Cuarón. It’d prove immeasurably valuable for strengthening the cultural authenticity in Children of Men. On top of which Azkaban provided a masterclass to making a film on a larger scale with visual effects6, which prepared him for the technical challenges required of Children of Men.

The project never left his mind. During post-production on Azkaban, he called up Newman: he wanted to make Children of Men his next picture.

This time around, negotiations played out a little different. Azkaban‘s success gave Cuarón a little more leverage with Universal, who suddenly became more open to working with him. More encouragingly, the project found a champion in the most important person at Universal: studio chair Stacey Snider. As Cuarón remembers it, she told him, “I don’t understand this film, I have no idea what you want to do, but go ahead and do it.”

The producers and studio hadn’t exactly been idle— and not for the better. Children of Men has five credited writers, including Sexton and Cuarón; the others are David Arata (Spy Game) and writing partners Mark Fergus and Hawk Ostby (Iron Man). But Cuarón diplomatically and cryptically states that the aforementioned three writers had nothing to do with his version of the script7. As far as he’s concerned, the true writers were him, Sexton, and the film’s star, actor Clive Owen.

Clive Owen might not have a studio’s first-choice to lead a multi-million dollar film, especially when the other options included heavy-hitters such as Russell Crowe, George Clooney, and Matt Damon. But Owen was the one who got the project the best. Owen was getting a lot of buzz for his role in 2004’s Closer8; more importantly, he liked the script, though he admits that he couldn’t “see the character”.9 And Cuarón is effusive in his praise of his lead actor’s contributions:

“Clive Owen, now he was a writer. He got involved in this project with Tim and myself, we locked ourselves in a hotel room, and first we went over his character. And he had so much insight that we decided, Tim and myself, that Clive should be involved with the rest of the writing process, even if it was not about his character. I started to admire his instincts, and I asked him to be involved with the rest of the process.”

It was a troubled production from beginning to end.

Some of it was internal. Cuarón hints that people involved in the production hid budget numbers to “please the studio”.

Some of the producers point to Cuarón’s short temper over his perfectionist tendencies causing tension. “When he arrived on a set, if it wasn’t exactly as he wanted, he could just lay it out on somebody,” Abraham says. “He would say, ‘This is bullshit! This isn’t what we talked about!’ He didn’t say, ‘Oh, this isn’t exactly right. Can we do it a little better?’ It’s like, ‘This didn’t work. If you guys don’t get it right, I’m not shooting it.’”

Another producer, Iain Smith, saw it differently. “Alfonso has what I would call a performance temperament, meaning that he expects the best from everybody,” he says. “He wasn’t doing it to be egotistical. He was doing it because, like all good filmmakers, he was frightened of failing his subject. That was a good thing. It was a tempestuous experience.”

One such incident included the opening scene in which a terrorist bomb goes off on Fleet Street and nearly kills Theo. A few weeks before cameras rolled, real-life Islamist radicals detonated four bombs across London on July 7, 2005. Fifty-two people were killed, another eight hundred left wounded. It was with great reluctance that the government let them film the scene10, but they’d only get a day to shoot it. Cuarón, though, refused to shoot it because the cars hired looked new. For his dystopia, he needed them to be worn out and damaged.

So he climbs on the hood of one of the cars and starts jumping up down, smashing the hood. “He goes, ‘Eric, do we own these cars?’” Newman recalls. “I go, ‘Well, we own that one, that one, that one.’ And he just starts smashing them.” The producer told him that they could just use CGI to insert the damage. A new plan was made to paste orange stickers on the cars they’d tweak in post. But Cuarón intercepted the effects supervisor and proceeded to paste stickers on every car. “We probably had 30 cars, and he’s just sitting there and going, This one and this one and this one,” recalls Newman. “It was becoming a multi-million-dollar shot because of all of the animation. But Alfonso figured out a way to shoot it where all we had to do was digitally remove the tracking dots from the cars. He always made the camera work for him.”

Cuarón had also set technical challenges for himself and cinematographer and frequent collaborator, Emmanuel “Chivo” Lubezki. One such challenge was opting to use a lot of long unbroken shots, both in the quieter moments and also the action-driven ones. Cuarón wasn’t trying to show off: he had a legitimate artistic reason. “We don’t want to favor character over the environment, we want to keep a balance,” says Cuarón. “And that means that you don’t do close-ups, because then you are favoring the character over the environment. So you do only very loose shots, because then the character, ideally, blends with the environment and, hopefully, has a conflict. So you can have tension between background environment and your character.”

But while the finished results proved impressive and impactful, at the time of filming, the choice to use oners posed dangers. If the shot doesn’t work, you can’t cut in the editing room. That meant that they had to think carefully about the pacing of a shot beforehand, and it certainly meant avoiding montage for the sake of effect. Instead, Cuarón sought to “create a moment of truthfulness”, seeking something akin to cinéma vérité. Indeed, part of Children of Men’s visual power is its documentary-like nature, feeling less like science-fiction and more like unearthing a time capsule, but from the future. “What becomes important, then, is not the camera, but the moment,” says Cuarón. “If you are going through life and something happens, you don’t have the luxury of going, ‘Stop, stop, guys, and let me get a close-up!’”

The other danger of using unbroken shots is the risk of overindulgence or feeling flashy. Aware of this, Cuarón made sure to cut to a different shot or angle if the oner “was cutting away from that moment of truthfulness”. He cites the battle scene at the end as an example. “That shot kept on going,” says Cuaron. “And we said, no, we are losing the sense of the moment, and becoming more about ‘look, no hands,’ and so we decided to cut from that moment.

“It was about trying to achieve the balance of that, about trying to register that moment, making that moment the most important aspect of the whole thing,” he continues. “Not the shot.”

He’s referring to the film’s showstopper sequence: the battle in the Bexhill refugee camp. The antagonists, the Fishes, break into the camp; all hell breaks loose. Separated from Kee in the skirmish, Theo runs through the disintegrating camp with bullets and bombs flying around him to find the young girl and her baby. The whole thing plays out in an unbroken one-take shot lasting 379 seconds, requiring hundreds of moving parts and the kind of planning normally reserved for invading a country.

“I think we had 14 days to shoot the whole set piece, except by day 12, we hadn’t rolled cameras yet,” Cuarón recalls. It was only on the afternoon of the 13th day that they were ready to start shooting.

But the first take was abruptly stopped around the 90-second mark. It was, in Cuarón’s words, “just wrong.” The reset took five hours, meaning they lost the daylight and had to go home. That left them only one more day to get the scene.

The next day, they started— only for camera operator George Richmond to trip and drop the camera. Another five hours were needed to reset. With the clock running out and no more days on the schedule, they had only one more chance to get the take.

Cameras rolled. Cuarón watched on the monitor. So far, so good. They reached a hollowed-out bus through which Theo had to scamper amongst people hiding. Suddenly, to the director’s horror, a squib misfired and a squirt of fake blood hit the lens. It felt like the end of the world for Cuarón.

“I yell, ‘Cut!’ but an explosion happens at the same time, so nobody hears me,” he recalls. The scene went on. Defeated, Cuarón let it play out, certain the shot was ruined. There would be no more opportunities for another take. But when they finally cut, Cuarón recalls Chivo was “dancing like crazy” and says:

“And I was like, ‘No, it didn’t work! There’s blood!’ And Chivo turns to me and says, ‘You stupid! That was a miracle! The blood goes here, not with Julianne Moore!’ Yeah, that was supposed to go in the other scene, but it happened here.’”

Lubezki was right. That misfire and splatter of blood doesn’t ruin the shot—on the contrary, it only heightens the intensity and horror of the scene, putting us right there in the middle of the action.

As for the Julianne Moore scene in question, Lubezki is referring to the car chase scene in which Julian is shot and killed11, the point of no return for Theo. As with all his choices, the intention of filming the car chase in a one-shot take was to keep the audience stuck in the car with the characters and experience the violence. Cuarón wanted to push back against the glamor of violence. “When you constantly cut out, back, forward, you’re presenting the cool ways for a car to crash, as opposed to the random way in which violence happens,” he says. “So it was in the [script] page, more or less. But then you get into the simple thing of how do you put it together?”

Lubezki, for one, was skeptical and in a meeting, he made it clear that, from a technical point of view, it was impossible. But Cuarón refused to budge, so he goaded his friend by suggesting they do it in green screen instead. Lubezki was incensed. “If this shot is green screen, I quit!” he threatened. Cuarón, though, wasn’t worried. He knew that issuing a challenge to Lubezki would result in getting what he wanted.

Sure enough, the next day he told the director, “Okay, I talked to my friend. We can do this.”

The friend was cinematographer and owner of Doggicam Systems Gary Thieltges, who had created a wireless camera dolly called PowerSlide that had the ability to rotate within the car and could be controlled by a stunt driver. The car was modified, making it possible to lift and lower the seats to get the actors out of the camera’s way, as well as the windshield that could tilt and allow the camera to move freely through it. The cast spent two days rehearsing the complicated choreography. The results are absolutely stunning.12

In keeping with the grounded reality of the future he wanted to depict, Cuarón gave his files to his art department and other production heads. Far from a high-tech future with fancy cars and gadgets like in Minority Report, the dystopia of Children of Men drew from real world imagery. Cuarón says: “[The references] was about Iraq, Somalia, Sri Lanka, Northern Ireland, the Balkans, Chernobyl.”13 He goes on, “Most of those things we tried to make references coming from the media, referencing that they had become a part of human consciousness, and that maybe we don’t fully remember, but when you see it you recognize something that rings true because you have seen it in reality -- even if you don’t really remember it consciously. And so the exercise was to transcend not only reality, but also to cross-reference within the film to the spiritual themes of the film.”

Here’s an example. In the scene where Theo and Kee leave the Russian apartments, he says, “The next shot you see is this woman wailing, holding the body of her son in her arms. This was a reference to a real photograph of a woman holding the body of her son in the Balkans, crying with the corpse of her son. It’s very obvious that when the photographer captured that photograph, he was referencing La Pieta, the Michelangelo sculpture of Mary holding the corpse of Jesus.

“So,” he continues, “We have a reference to something that really happened, in the Balkans, which is itself a reference to the Michelangelo sculpture. At the same time, we use the sculpture of David early on, which is also by Michelangelo, and we have of course the whole reference to the Nativity. And so everything was referencing and cross-referencing, as much as we could.

Snider, the chairperson who had supported Children of Men, left Universal Pictures in early 2006 before the film’s December release.

That was bad news: A change in the guard often means that the new bosses have little incentive to support films they didn’t greenlight. It didn’t help that Children of Men’s artistic ambitions stymied Universal on how to sell a dystopian and bleak science fiction film that looked nothing like other science fiction films, in which the film’s biggest star gets shot not even halfway through the story.

Dylan Clark, the film’s liaison with Universal, recalls, “Had Stacey been present for the release of it, she might have done a better job handling fears and anxiety in the marketing department than somebody coming in cold going, ‘Yeah, this one’s a toughie.’”

The results show in the marketing. Trailers were misleading and featured a lot of expository voice over from Owen about infertility. The posters were equally confusing: the least worst offender had an image of a golden fetus against a black backdrop; the worst one had a smirking Owen, with a clichéd tagline about how “He must protect our only hope.”

Unsurprisingly and sadly, the film under-performed at the box-office, despite the critical acclaim it built from its premiere at the 63^rd Venice International Film Festival to later14. Perhaps Cuarón can take solace in Children of Men’s longevity, with many—including myself—discovering it years later on home media, and loving the film15. Slovenian philosopher and cultural critic Slavoj Žižek, whose work Cuarón studied for prep, is one of the film’s biggest fans: “A good portrait is more you than you are, yourself, and I think this is what the film does with our reality,” he says in a documentary featurette that accompanied the DVD release. “It simply makes reality more what it already is.”

There is perhaps less solace to be taken from the fact that even if we avoid a fertility crisis, we might not be so lucky avoiding a global political platform built on authoritarianism and fascism. The breakout of the Iran war, the escalating humanitarian crisis in the Israel-Palestine conflict, the increasingly tightening grip of fascism, the harrowing killings of two citizens by ICE agents in America, and, of course, more tellingly, the growing xenophobia against immigrants in every country. More and more, it feels as the world is swaying to the rule of cruelty and authority versus democracy.

It’s hard not to feel despair for the future. The filmmaker who painted this bleak vision believes, though, that the dark days will also bring transformation. Nothing, after all, lasts forever. Not really. “Look, I’m absolutely pessimistic about the present,” Cuarón says. “But I’m very optimistic about the future.”

Thanks for reading! If you liked this essay, you can sign up here for more issues. If you’d like to support Three Left Feet Media, share this newsletter with a fellow film lover you think would appreciate it.

Long live the movies!

D.L. Holmes

Movies fall into this category. A movie with a ho-hum beginning and an incredible ending will be recalled being better than it was while a movie that begins terrifically but ends lousily will be remembered less fondly.

And sometimes, the endings that filmmakers originally planned— even if they make more sense— don’t go down well with audiences. Or perhaps sometime during filming, the team realizes that the ending doesn’t work altogether. Which begs the question: would the following five films be remembered as much if they kept their original endings?

The Karate Kid (1984)

If you remember The Karate Kid, you know how it ends: Daniel delivers the crane kick, wins the tournament, and even earns the respect of his rival1. From climax to credits, it is one of the shortest denouements in cinematic history2.

And the thing is, it works. It’s beautiful. Daniel has triumphed, he’s got the girl, and above all, he’s earned the nod of proud approval his sensei, Mr Miyagi. The final frame is literally of Miyagi (Pat Morita) smiling— Mr Miyagi doesn’t smile in the film— while Bill Conti’s music crescendos. It’s such a feel-good triumphant ending that it takes a moment to realize that the film is actually over.

But in the script, this wasn’t the planned ending. It was supposed to end in a confrontation between Miyagi and Kreese in the parking lot outside the tournament, where Miyagi intervenes when Kreese attacks Johnny for losing to Daniel. The Cobra Kai students quit, Kreese is defeated and humiliated, and Miyagi sort of gets his triumphant moment, too.

Now fans will recognize this scene as the one that opens The Karate Kid Part II. The filmmakers realized that it served as a nice bridge between the two films.

Had they used this ending for the first film, however, it would have added another five minutes to the runtime, and while it would have symbolically wrapped up the rivalry between the mentors, it would have clearly taken the wind out of The Karate Kid’s sails. Director John G. Avildsen knows a thing or two about ending a film on a high note, having done the same thing in an earlier film Rocky3; they made the right choice here. If it worked before, it’ll work again too.

Moral of the story: Always end on a high note, and quit while you’re ahead.

The Godfather (1974)

You know how this one goes4. Michael Corleone (Al Pacino) has successfully eliminated his rivals during his nephew’s baptism; he also has the child’s father Carlo, Connie’s husband and his brother-in-law, killed moments after the church service for having conspired with Barzini to arrange the murder of Sonny Corleone (James Caan). Michael, who said in the beginning that he’s nothing like his family, has become the Don but without the warmth or wisdom of his father. When his wife Kay (Diane Keaton) asks about Carlo’s death, Michael lies to her face, and Kay realizes when she sees the others calls Michael “Godfather”. The door is shut in Kay’s face, automatically cutting to black.

Brutal. So it’s hard to imagine it ending any other way. But it almost did.

The originally planned ending, which Coppola actually shot, was lifted straight from the book. Kay accompanies her mother-in-law to a Catholic church to light candles and prays especially for Michael’s soul. This ending offers a small hint of hope, as Kay resigns herself to being the wife of a mobster and turning a blind eye to Michael’s business— just as Carmela Corleone did with her husband, Vito Corleone. It also reinforces the themes of Catholicism, given that the entire world of the Italian mobsters portrayed is steeped heavily in Catholic traditions, right down to the title of the main character which also happens to be the film’s title: godfather. Very much a Catholic thing.

Unlike with The Karate Kid, this alternate ending probably wouldn’t have made it feel as if The Godfather was overstaying its welcome. But it lands a much weaker punch compared to what was actually used in the final version. Even though The Lord of the Rings: The Return of the King gets mocked for its multiple endings, those endings are necessary to wrap up the loose threads5. However we ended up with the final shot being of Kay shut out from Michael’s true self, it turned out to be the right decision.

Get Out (2017)

Jordan Peele’s directorial debut is such a knock-out from beginning to end that it’s hard to imagine the story concluding any other way— in which Chris (Daniel Kaluuya) is rescued by his best friend Rod (Lil Rel Howery), and is taken home. Perfect.

Except, that wasn’t how it was originally going to finish.

THIS is how it was meant to end.

Yeah. Chris goes through hell… only to end up in jail for the murder of the Armitages. Realistic? Yes. Brutal? What do you think??

Here’s how one of the producers, Sean McKittrick, describes testing the film early on:

“We tested the movie with the original ‘sad truth’ ending where, when the cop shows up, it’s an actual cop and Chris goes to jail. The audience was absolutely loving it, and then it was like we punched everybody in the gut. You could feel the air being sucked out of the room. The country was different. We weren’t in the Obama era, we were in this new world where all the racism crept out from under the rocks again. It was always an ending that we debated back and forth, so we decided to go back and shoot the pieces for the other ending where Chris wins.”

The cast loved the ending, but even they understood the response. Here’s Daniel Kaluuya talking about it:

“I love the original ending. It was great because of what it said about life — there’s this black guy who’s really cool and went through this trauma, got through all this racism, and in fighting for himself he gets incarcerated. That really resonated with me, because it showed me how unfair the system is. However, in hindsight, you still have that with the police lights, and Rod saves him through the black -brotherhood — and also, Chris has a life, you know? He has to go out there even after he’s experienced all this racism, and people expect you to see the world in the same way when they haven’t experienced something like that. I thought that was really honest.“

And Bradley Whitford, who played patriarch Richard Armitage:

“The original ending was making a statement that I think Jordan felt a white audience might be able to dismiss about mass incarceration. The ending he ended up with does a brilliant thing, because when Chris is strangling Rose in the driveway, you see the red police lights, and then you see the door open and it says “Airport” and it’s a huge laugh, and everybody has that same laugh and release. You understand from Chris’s POV that if the cops come, he’s a dead man. That is absolutely brilliant, non-lecturing storytelling.“

As for Peele, he didn’t sweat it too much— at least, according to the record:

“I think my improv training just put me in this mind frame of, with each problem, there’s not one solution, there’s not two solutions, there’s an infinite amount of great solutions. That includes the ending. When I realized the original, downer ending wasn’t working, I didn’t freak out. I looked at it as an opportunity to come up with a better ending.“

When Aaron Sorkin asked him during The Hollywood Reporter Writers Roundtable6 about changing the ending, Peele elaborated:

“I wrote the movie primarily during the post-racial lie. So the Obama era, when everyone was saying, ‘Hey we’re past racism!’ right? ‘We did it!’ And the notion of bringing up racism was almost thought of like perpetuating it. And so the movie was originally meant to be a more direct, brutal wake up call to say ‘No. Guess what? The horror movie with the black protagonist, the cop showing up at the end is a different thing.’ And it became very clear by showing people the movie that they needed a hero. They needed the movie to be an escape. What I love about the current ending is that moment you’re talking about with the police showing up, the audience does all the work of the original ending, and then [you see it’s Chris’s best friend]. I had my cake and ate it, too.”

Terminator 2: Judgment Day (1991)

James Cameron knows a thing or two about changing endings. He dealt with it on The Abyss (the Special Edition has his planned ending with megatsunamis), and now he was facing it with Terminator 2, his sequel to the film that launched his career. Originally, the film ends with a scene in an alternate future in which Judgment Day was averted. An aged Sarah Connor watches an adult John Connor, now a US senator, playing with his daughter, while recording her thoughts into a tape recorder that explains the narration at the opening.

It is… uhm… jarring, to say the least.

Cameron’s goal was lofty. In an interview with Newsweek, four months prior to the film’s release, he said:

“I think of T2 as a violent movie about peace, and I’m perfectly comfortable with these ambiguities. It’s an action film about the value of human life.”

Putting aside the logistical problems— if the war never happened, then Kyle Reese would never have been sent back, John Connor would never have been conceived, and the events of the two films technically would never have happened…7— the tonal shift is rather discombobulating. Carolco demanded a test screening, something Cameron was averse to after The Abyss. But at George Lucas’s Skywalker Ranch where the screening was held, the audience had one consensus: the ending was terrible.

Cameron resisted, but eventually relented. In a published version of the script, he explains:

“I began to think that the message of the film might be better served by not letting the audience off the hook so easily. We decided not to tie it all up with a bow, but to suggest that the struggle was ongoing, and in fact might even be an unending one for us flawed creatures trying to come to terms with technology and our own violent demons.”

With the release date only a month away, reshoots might have been daunting. But Cameron’s solution required no actors, no massive crew: the final shot hurtles down a dark highway accompanied by Sarah Connor’s new voiceover: “The unknown future rolls toward us. I face it for the first time with a sense of hope, because if a machine, a terminator, can learn the value of human life, maybe we can, too.”

Cameron still got to keep his nonviolent message but he was able to put it in a way that didn’t take you out of the movie8.

Still, it wouldn’t be the last time that he was forced to change an ending…

Titanic (1997)

Technically, James Cameron did not change the ending of Titanic. It’s the scene that preceded it— and set the tone for the conclusion: the moment Old Rose throws the Heart of the Diamond into the ocean, where it presumably sinks back to the Titanic shipwreck. In the finished film, this is how it plays out.

But that’s not how it was scripted.

In the script, Brock Lovett (Bill Paxton) stops her and tries to convince her to let him hold the necklace before she throws it overboard. Here’s that version of the ending:

Producer Jon Landau and Lightstorm Entertainment president and executive producer Rae Sanchini, though, felt that the scene didn’t work— Rose, it seemed, ought to be at the rail by herself, as she stood with Jack when she was young. Not with other people.

Cameron disagreed.

A test screening was held for friends and family. Landau took Steve Quale, who’d done the second unit directing and was Cameron’s protégé, and asked for his thoughts. Quale thought the ending was “off” and later told Cameron as much: Rose ought to be alone when she throws the necklace. Cameron listened. This time, he agreed.

Trouble was, all the sets were dismantled. They still had the Russian ship to shoot Rose at the rail, but there was nowhere to show the necklace as it sinks into the water. In his memoir The Bigger Picture: My Blockbuster Life & Lessons Learned Along the Way, Landau reveals the simple solution they used in the end for a $200-million-plus film:

“And so we shot that scene in my swimming pool in Sherman Oaks. When the camera looks back toward the surface of the water, you are, in fact, seeing my backyard.”9

[IMAGES]

Landau elaborates the reasons why he advocated for the change:

“You can take all the time and spend all the money in the world, but, in the end, it’s the small changes, those that reflect on character—Rose was independent and adventurous; that’s what she got from Jack and that’s why she had to act alone—that make a film.“

Landau and Sanchini’s instincts— and Quale’s— were right. The scene as originally filmed is only four-and-a-half minutes, but it disrupts the mood just like the ending of T2 and really takes you out of it. It’s also corny as hell.

We tend to remember endings better than beginnings, so God forbid you fumble the ending10. Knowing where to end can be difficult; sometimes, the version we had in mind doesn’t play out so well in reality. But sometimes, your instincts might be more right— the original ending for Blade Runner was not what Ridley Scott had in mind, and was right. So how do you know when to pivot, and when to stick to your guns?

I think Neil Gaiman11 said it best: “Remember: when people tell you something’s wrong or doesn’t work for them, they are almost always right. When they tell you exactly what they think is wrong and how to fix it, they are almost always wrong.”

Thanks for reading! If you liked this essay, you can sign up here for more issues. If you’d like to support Three Left Feet Media, share this newsletter with a fellow film lover you think would appreciate it.

Long live the movies!

D.L. Holmes

Dreams. Paul McCartney woke up with a tune in his head and went straight to the piano, but he thought it was a melody from another song. It wasn’t— and the tune from the dream became the song ‘Yesterday’.

An experience. When he was 17, Robert Mark Kamen was at the 1964 World’s Fair in New York when bullies attacked him. He took up martial arts to learn self-defense but his first instructor was a Marine captain who believed in violence, so Kamen switched to a teacher who spoke little English but had learned Okinawan Gōjū-ryū— a defensive style using smooth blocks and sharp counterstrikes to turn the aggressor’s aggression against them— directly from its found: sensei Chojun Miyagi. Thirty-plus years later, Kamen used this as the base for 1984’s The Karate Kid.

One Battle After Another (2025)

Although One Battle After Another officially credits Thomas Pynchon’s 1990 novel Vineland as the inspiration, the truth is that the film is also built out of two other ideas that Paul Thomas Anderson had; one about a bounty hunter, the other about a young female activist. But there’s one plot point that came from possibly the most unlikeliest of inspirations: the Mission: Impossible franchise.

In most Mission: Impossible films, there is usually a scene where Ethan Hunt (Tom Cruise) has an exchange with another agent, which involves using code phrases to verify that they are dealing with the correct person. Here’s one that occurs in the fifth film, Rogue Nation.

While watching the films1, PTA fantasized what might happen if Ethan Hunt forgot the code word. Would the other person say, “It’s okay. I know you’re Ethan Hunt. Let’s just get on with it”? Or would they say, “Sorry, I know you’re Ethan Hunt, but I still need the password.”

Lo and behold, a scene was born! Because that’s literally what happens to Bob (Leonardo DiCaprio) when he’s trying to get the coordinates from his former associates, the French 75, to know where his daughter Willa (Chase Infiniti) is being taken for safety. For safety— since one of their members have already been compromised— the French 75 member on the other end needs Bob to complete the code exchange so he can tell him where the rendezvous point is going to be.

Trouble is: Bob can’t remember. Not surprising, because: a) it’s been 16 years! and b) Bob has fried his brain by smoking up A LOT in those 16 years2. And the guy on the other end? Well, he’s a bit of a stickler for rules. It does not go well.

Thank you, Tom Cruise, for helping inspire one of the funniest scenes in 2025.

Barbarian (2022)

Would you let a stranger into your house in the middle of the night? If the stranger is a woman, should you accept the invite?

After reading ‘The Gift of Fear’, Zach Cregger was struck particularly by one section that instructs women to trust their intuition and not ignore the subconscious red flags they perceive in their interactions with men. Cregger sat down and started writing out a scene in which a woman turns up at an Airbnb late in the night only to discover that it’s been double-booked. The other tenant invites her inside while they sort out the issue and figure out what to do. The scene expanded into 30 pages, before Cregger decided to add in a twist owing to growing bored as the story got predictable. “I just wanted to write a fun scene for myself and it ended up being something that hooked me, and I didn't know where it was going,” says Cregger, “and then it turned into a feature film.”

That feature film was Barbarian. Cregger’s writing exercise became the film’s opening; the film itself, made on a budget of $4-4.5 million, made about 10x that number at the box-office, which in turn led to Cregger’s 2025 hit, Weapons.

So read widely, and follow the spark of an inspiration. Who knows, it might lead you to an entire career.

Collateral (2004)

Sometime in the 1990s, Stuart Beattie was taking a taxi home from the Sydney airport and chatting with the driver as if they were old friends when he suddenly thought, “Man, I could be a homicidal maniac sitting back here and you’d have no idea— you’ve got your back to me.”

Intrigued, he went home and wrote a two-page treatment that led to his first screenplay. Originally titled The Last Domino, Beattie worked on it over the next few years. One day, he ran into an acquaintance, Julie Richardson, who was working for Frank Darabont’s production company, Edge City; the company was looking to make low-budget genre films for HBO. Beattie pitched his idea; Richardson liked it enough to pass it to Darabont, who was enthusiastic enough to work on it. But HBO passed on it. A few years later, the script wound up in the hands of DreamWorks executive Marc Haimes, who read it over a weekend and made an offer on Monday.

Some false starts and an uncredited Michael Mann rewrite later, Beattie’s script wound up being made as Collateral, starring Jamie Foxx and Tom Cruise, in which a taxi driver takes an assassin around Los Angeles.

Good thing Beattie didn’t have a smartphone to distract himself, or else we’d have lost out on a fun script.

Eternal Sunshine of the Spotless Mind (2004)

Pierre Bismuth was irritated. Tired of listening to one of his best friends constantly complaining about her boyfriend, he asked her if she’d erase him from her memory if she got the opportunity. Without hesitation, she answered, “Yes.”

The impulsive question intrigued Bismuth enough to mention it to Michel Gondry. Gondry pitched it to Charlie Kaufman: “What if someone got a note saying they were erased from somebody’s brain?” Kaufman was also intrigued, and he and Gondry began working on the script as early as 1998.

Surprisingly, several studios expressed enough interest in the script to start a bidding war3. Still, it took such a long time to crack the story that Kaufman got stuck and turned his attention to other projects like Human Nature, Confessions of a Dangerous Mind, and adapting Susan Orlean’s book, ‘The Orchid Thief’4. He almost bailed on the project entirely after watching Memento, fearing it would be perceived as too alike, until producer Steve Golin got angry and forced him to finish the script. Lucky, too: we got Eternal Sunshine of the Spotless Mind, and Kaufman won an Oscar for Best Original Screenplay.

And all because Bismuth decided to listen to his friend— or rather, got fed up of listening to her.

The Terminator (1984)

If it wasn’t for a dream, we’d never have The Terminator, and maybe James Cameron would never have a career5. Fired from his directorial debut, the low-budget Piranha II: The Spawning, broke, depressed, and stuck in a Rome hotel, Cameron collapsed onto his bed with a fever and dreamt of a chrome torso, holding kitchen knives, emerging out of an explosion and dragging itself across the floor. Cameron woke up and immediately started sketching the image on hotel stationery. And lo! The Terminator was conceived.

Aliens (1986)

This wouldn’t be the only time that dreams gave Cameron a career. In a different dream, he walked into a dark room where the only light came from the doorway. He walked into the center of the room only to realize that the entire room was covered from floor-to-ceiling with wasps and if he moved, or breathed, or did anything, they’d attack. But they weren’t attacking.

Cameron recalled the fear and terror in this dream, of being stuck in a terrible nightmare. When writing Aliens, this became the basis for the moment in which his heroine Ellen Ripley stumbles into the egg chamber and comes face-to-face with her nightmare: the Xenomorph Queen, hundreds of eggs, and several grown Xenomorphs lurking in the shadows. The scene plays out nearly identically to Cameron’s dream, and created a moment for audiences to always remember.

What stands out in these handful of examples is that filmmakers and writers who create good art pay attention. They keep their antennas tuned to catch the creative signals as they drift through the ether, and when they do, they use it as material. If there’s a takeaway from all this, it’s simply this: pay attention to your surroundings and the ideas that strike your mind.

Oh, and keep the phone away from your bedside. Can you imagine what the world would have lost if McCartney had picked up his phone to check his messages instead of going straight to the piano?

Thanks for reading! If you liked this essay, you can sign up here for more issues. If you’d like to support Three Left Feet Media, share this newsletter with a fellow film lover you think would appreciate it.

Long live the movies!

D.L. Holmes