Guerilla Filmmaking


Blockbuster – the one-time giant in the home video rental business which went bankrupt last September – was bought at auction this past week by Dish Network for $320 million.  According to Dish, it intends to combine its wireless technology with Blockbuster’s brand name recognition, studio relationships and digital rights to re-establish Blockbuster as a player in the direct-to-home market against Netflix and newer contenders like Amazon and a Warner Bros. online rental service to be offered on Facebook.

However this plays out long-term, the auction buy is the last page in a final chapter begun back in September when Blockbuster busted.  To trot out the old cliché, it’s the – everybody now — end of an era.

The business Blockbuster used to be in seemed revolutionary in its day, though it seems almost quaint now; come Friday, some delegate from the family would trot to the neighborhood video store hoping to get there early enough to get dibs on the weekend’s new major releases, and, failing that, roam the aisles looking for a couple of flicks for the weekend.  Movies in the comfort of your own home; amazing!  And, unlike pay-TV, you only had to pay for what you wanted to watch, and watched on your schedule, not HBO’s or Showtime’s.  The home TV set had truly become the home movie theater.

But in an era of digital delivery, the idea of brick-and-mortar stores quickly became an antiquated one; a sea change Blockbuster grasped too late.  But there could also be some collateral damage as well as there’s a good possibility that with the passing of the video store, an entire tier of moviemaking may pass with it.

Direct-to-Video – and later, Direct-to-DVD – was built around the needs, limitations, and dynamic of brick-and-mortar retailing.  Stores couldn’t stock an infinite number of copies of the big movies people most wanted to see.  The stores needed supplementary titles to fill their yards of shelf space so no one went home frustrated and empty-handed and thinking maybe pay-TV wasn’t such a bad deal after all.  Consumers, having failed to get their first – or even second choice – could roam those aisles and maybe something – an eye-catchingly lurid box cover, a vaguely familiar actor’s name, something – would hook their attention.  For the less-than-discriminating viewer willing to settle for generic thrills and jollies, DTV/DVD fare were sometimes enough.

But in the digital world, there is no depth-of-copy problem, and flat monthly subscription rates – such as Netflix offers — means a digital subscriber can watch any movie he/she wants as often as he/she wants whenever he/she wants.  Who needs generic when the top-of-the-line is always available?

The direct-to business was already dying before Blockbuster went under; had, in fact, been dying for years.  The Blockbuster auction may only be the death rattle.  But in its glory days – the 1980s into the early 1990s – DTV offered people in that business a hell of a ride.

As one might reasonably suspect, DTV attracted its share of hucksters, quick-buck artists, schlock-mongers, exploiters and sensationalists.  Still, such types did not monopolize this lowest tier of commercial filmmaking, nor, some DTV veterans might argue, did they even comprise the majority of working low-budget moviemakers.  There were as many different kinds of people making DTV features as there were making mainstream theatrical releases, and for the same variety of reasons: from the coldly mercenary to the professionally and/or creatively ambitious to the gracefully resigned and pragmatic.

It had never been Abraham Gordon’s intention to be any sort of a film producer.  Back in his native Wisconsin, he had majored in Theatre and Communication Arts at the University of Wisconsin-Madison, becoming something of a “hotshot actor” on the local theater scene although he admits it was a case of being “…a big fish in a little pond.” It was, however, accomplishment enough to make him feel ready to graduate to a higher echelon of the business.  He moved to Los Angeles in the late 1970s, his eyes on the movies and TV, his intent to “…become a hotshot actor there.”

At first, it seemed his career was off to a fast start.  He wasn’t in L.A. long before he landed a part in a Star Wars TV special.  “I had to wear an alien monster costume.  I couldn’t see a thing out of it.  I worked for 24 hours straight! But I made an ungodly $1600 for a single day’s work and got my SAG card.” Sadly, this would turn out to be the high water mark of Gordon’s Hollywood acting career.

He was unable to find work after the Star Wars TV gig.  In the early 1980s, he took a job working in the mailroom on the lot at 20th Century Fox, a bonus of which being he was now in a position to maneuver himself into more bit-part work.  He would call in sick for his mailroom job, then slink around the lot hiding from his supervisors while waiting for his shooting call.

Gordon teamed up with some other frustrated actors on the lot and formed The 20th Century Fox Repertory Theater.  They found a space on the lot large enough for a 40-50-seat theater and used sections of sets the studio was throwing away.  “We did good work,” Gordon says.  “A lot of people came to see us.”

Unfortunately, someone at the Fox payroll office had noticed Gordon’s name appearing on twin sets of paychecks:  one for his job in the mailroom, and another as an actor in films shooting on the lot.  “‘You can’t do both,’ they told me and I got fired from the mailroom.  That was the beginning of the end of my acting career.”

There were still occasional performing jobs.  The parts may have been small, but his exposure to the practicalities of low-budget commercial filmmaking would later prove invaluable.  One of his more memorable adventures – and lessons – was on the set of a Roger Corman-produced monster movie.

“I played a cop who gets eaten by a giant reptile in Carnosaur 2 (1995),” Gordon recounts.  “I learned how Corman was able to make these movies for just a couple of hundred thousand bucks.  I showed up and the wardrobe guy handed me a police uniform that was huge! I could’ve put three of me in those pants!  I told the guy, ‘These are too big!’ They just tightened the belt.  It didn’t matter.  I wasn’t going to be on-screen long before I got eaten.”

Gordon visited the set of another Corman production at the invitation of a friend who was the director of photography.  “It was some ridiculous sci fi picture,” he remembers.  “The set was just egg cartons stapled to a wall and painted.  I swear:  egg cartons!  But that’s how Corman made those things for $300,000.”

But, there were no significant jobs, no professional breakthroughs.  “It was getting to the point where I thought I should do something with my life besides become a cab driver or a bartender,” which, Gordon estimated, was where his faltering acting career was likely to leave him.  Luckily, one of his friends in 20th Century Fox Rep had taught him accounting as a professional fallback, then helped Gordon get a job doing accounting for a small production company called Spectacor which was turning out DTV and made-for-cable features.

Working on Spectacor’s financial books Gordon noticed, “They had all these non-union scripts lying around and no one was reading them.  I started reading some of the ones they were producing.  They were awful! I went to them saying, ‘These are horrible!’” Eventually, Gordon wrangled himself the job as Spectacor’s head of story development.

Actually, Gordon was Spectacor’s entire development staff.  The company had a handsome suite of offices overlooking Sunset Boulevard, but most of the offices were empty since the company’s entire personnel roster consisted of just four people:  “There was the head of the company, a marketing guy, me, and a young guy who was kind of the assistant for all of us.”

Like most low-budget production outfits, Spectacor worked along a strict financial formula.  The company was, in effect, the production arm of distributor Promark Entertainment.  Promark would routinely put up half the cost of each Spectacor film while it fell to Spectacor to find the rest, often through pre-sales.  Budgets typically fell between $2 and $2-1/2 million.  “They freaked out if the budget went to three.”

Gordon sighs.  “In my experience,” he says, “you take work to pay the rent.”  At Spectacor, he explains, if the financial paradigm were adhered to, and based on the talent, the nature of the material, and the other creative elements, any given Spectacor title’s performance would range from breakeven to $300-400,000 profit, and the company could “pay the rent” with four-five releases per year.

Spectacor’s distribution was such that a film’s international sales were fairly predictable and normally covered a feature’s cost.  “The profit,” Gordon says, “was in domestic.  If we got nothing domestically, we broke even.  Any sale and we were in the black.  What you really hoped for was a sale to HBO.  That was the best thing.” In fact, one of Spectacor’s few sales to the pay-TV giant – the 1991 sci fier Wedlock – was, for many years, HBO’s highest-rated “original” movie (occasionally, HBO has acquired completed films – sometimes intended theatricals which have failed to find a distributor, or projects produced for overseas TV – which the service feels makes a good fit for its programming, and presented them as an “HBO original film”).

Gordon’s accounting experience turned out to be a boon in developing material to fit Spectacor’s tight budgets.  “I could figure costs.  Going through a script I could tell, ‘We don’t need this, we don’t need that.’ And I could get a property to a number of people who could produce it.”

Gordon didn’t look at material from WGA writers – “We couldn’t afford it” – but would look at almost anything else.  Screenplays came to him from “…all over the place.   I looked at everything.”  Anybody Gordon met – at a party, at a lunch, a friend of a friend – who pitched him a piece of material was sure to get their script read.  Since a small company like Spectacor didn’t have much money to spare for development, “I rarely optioned anything unless I was confident it would go.” Spectacor paid between $25-40,000 for a script, but never more.

Scripts often came with a director already attached.  While the low budget tier had its share of hacks, Gordon just as often found himself working with quality directors like the late George Hickenlooper (Hearts of Darkness:  A Filmmaker’s Apocalypse, 1991; Casino Jack, 2010), and Rick King (Hard Choices, 1985) whose work had twice been to Sundance.  That such directors were available for low budget work illustrates Gordon’s point that, “It’s hard to work your way up.”

Most of Spectacor’s films – like most other DTV product — were actioners because they were deemed the most sellable, but Gordon wasn’t particularly fond of action-driven DTV thrillers.  “I always thought on our budgets the action looked kind of cheesy.  The action stuff always looked so lame I could never see why (Spectacor) bought (those scripts).” Gordon’s penchant was for more suspense- and character-driven pieces which he felt would come off better on Spectacor’s $2 million budgets than action-carried pictures.  Whatever the script, Gordon’s job – as he saw it – was to work with the screenwriter to make the “…script so good that even if they screwed it up (in production) it wouldn’t suck.”

Whatever his personal preferences, Gordon still had to operate within Spectacor’s rigid financial paradigm.  Whenever he considered a piece, he had to consider opinions other than his own.  “You gotta make the distributors happy,” he says resignedly.  “They’re reading it, too.”

On one project – the kind of character-driven thriller Gordon liked — after working with a screenwriter on several rewrites, he sheepishly had to ask the writer if it were possible to incorporate a sex scene between the male and female leads.

The writer balked:  “The guy’s supposed to be happily married.  If he sleeps with the girl, he’s not so much of a good guy.”

“Well, is there anybody else she can sleep with?” Gordon asked.  He already knew the answer and wasn’t surprised when the writer said no.

“Can you get her naked coming out of the shower or something?  Anything like that?”

When the writer asked why Gordon was lobbying for such an obviously gratuitous – and fleeting – bit of nudity, Gordon explained, “The marketing guy says if you get the girl naked it’ll add 15% to the overseas sales.”

“It got so when I read a script I just thought that way,” he says.  “I’d think, ‘Hey if we get an Asian girl naked, we get a great pre-sale in Japan or another Asian market.  If I can find a Canadian woman, we can film in Canada and qualify for rebates.  It was exciting for me to see how good I could make a picture with these requirements.  That was the fun of it.”

Gordon assuaged the squawking writer with another fact of the business:  “Don’t worry, if we get a big enough name, she won’t do it anyway and it’ll come out,” which was exactly what happened.

In fact, an actress didn’t always have to have the power of a big name to affect the same outcome.  Gordon says actresses wanting the job would often agree to a film, then object to a nude or sex scene “…at the last minute” when it was too late to replace them.

At the time, the American motion picture industry had an annual output of about 400-500 titles covering everything from major mainstream releases to limited art house releases and imports.  Five hundred titles may sound like a lot but measured against the thousands of actors, writers, directors on the lookout for work at any given time, 500 turns out not to be a very large number at all.  For someone in Gordon’s position, this meant a large pool of talent available for low-budget work from directors like Hickenlooper and King to actors of all stripes.  “We usually caught actors on the downside of their careers,” Gordon says.  While they might no longer have been bankable names for mainstream releases, their names were still familiar enough to be an asset on the box of a DTV feature; enough to catch the eye of a video store customer wandering the aisles looking for an impulse rental.  However, some actors – downward trending career or no – thought going straight to video was beneath them.  “To get some of them you had to promise a theatrical release.  If you couldn’t guarantee theatrical, the agent wouldn’t let the actor do the picture.”

No DTV financial paradigm could survive the changing nature of the DTV market.  By the 1990s, the DTV business was already on a downhill trend.  The cynical calculation which drove so much of the DTV market – providing generic action fare featuring a few faded but familiar names on the case – was failing.  “There were too many titles and they sucked,” is Gordon’s analysis.  “Nobody wanted to rent them.” Most of the DTV producers Gordon remembers from his days with Spectacor are gone, having either folded or been absorbed by larger film producers.  “The studios got smart,” Gordon says.  “They bought up all these little companies and stocked (video) stores with their library titles.”

Gordon left a faltering Spectacor in the late 1990s taking a job with a company handling payroll operations for feature productions (that life-saving accounting experience coming to play again).  Occasionally, some of the talent contacts he made from his Spectacor days ask him to show a script around, and Gordon was instrumental in helping screenwriter Cliff Hollingsworth find a home for his screenplay, Cinderella Man (2005).

There are other echoes of the old days.  One day on his accounting job, an IT technician working in the office came up to Gordon wondering if he’d ever acted.  It turned out the tech – obviously an insomniac of sorts – had seen Gordon get devoured the previous night on a 4 a.m. airing of Carnosaur 2.

Unlike Abraham Gordon, director Rick King knew what he wanted to do early in life.  He’d had a passion for movies in high school, and after leaving his home in Virginia to begin college studies at Stanford, he transferred back east to MIT “…where I knew I could get hold of cameras.”

King learned filmmaking at MIT under the guidance of Richard Leacock of Monterey Pop (1966) fame.  “A friend put us in touch,” he says.  “Ricky Leacock was one of the great documentary filmmakers of all time.  Just a brilliant guy.”

The program at MIT wasn’t the kind of film study dreadnaught as those at UCLA or NYU.  The program, says King, “was tucked away in MIT’s Architecture Department,” and there was no graduate program.  But, the program had equipment and Leacock put his students immediately to work.

The act of doing, King found, was the best form of filmmaking education.  “You learn as you go along.” He recounts, as an example, a story told by Peter Bogdonavich about his filming of The Last Picture Show (1971) at a screening of the film at the DGA the night previous to this interview.  Bogdonavich was filming a fight between Jeff Bridges and Timothy Bottoms where the camera followed them around a parked car as they tussled.  When the shot was finished, Bodgonavich was satisfied and called, “Cut.”

Cinematographer Bruce Surtees then asked him, “Don’t you want a master?”

To which a puzzled Bogdonavich asked, “What’s that?”

King spent a year in the program and then “just hung around for another year helping out” so he could continue to have access to filmmaking equipment.  Over the course of his time at MIT, King made about a dozen short documentaries.  “I did them about everything.  There was one about this little diner in town, there was another one where me and this other guy were going to go down to Louisiana to film the guys on the oil rigs in the gulf.  I did one about Chinese poetry that was structured kind of like a Chinese poem.  Any excuse to make a film and I made one.”

Asked why he never made a fiction short, King says, “It never occurred to me to make a short fiction film.  I always thought if you wanted to make fiction, you made a feature.”   The documentary-driven MIT program was, nonetheless, an excellent exercise in learning the craft of filmmaking, particularly in trying to get the work done on little money with minimum resources.

After his second year at MIT, King returned to Stanford, graduated, and took a job in an automobile factory.  He used $30,000 of his factory earnings to self-finance his first feature, Off the Wall (1977), an adroit use of what King had learned at MIT incorporated into a fiction vehicle drawing on his most recent life experience.  Written by King and Marly Swick, Off the Wall concerns an automobile factory worker (Harvey Waldman) who is the subject of a documentary film.  About halfway through the movie, faced with the nothingness of his life, Waldman commits a bank robbery filmed by the documentary crew, then takes the camera and uses it to record a diary of sorts.  Off the Wall earned King his first trip to Sundance.

The film was critically respected but didn’t provide a major commercial breakthrough.  King spent the next few years making money editing, writing, shooting political commercials – whatever money-earning jobs he could find in the film business — while all the time trying to develop new material.

He moved to New York and partnered with Robert Mickelson who acted as his producer.  Mickelson would leave King to develop material while he tried to put together the money and logistics.  “Robert sheltered me from a lot of headaches,” King says.  “He insulated me from the money problems, but we made the big decisions together.

“The big thing for us was to keep creative control.  If someone offered to put up some money in return for having a voice in making the movie, Robert’s response was to put up money of his own so we could keep that control.” One idea Mickelson drove King to finish developing became King’s second directorial feature, Hard Choices (1985).

Hard Choices was produced for $450,000.  “Robert raised money on pay phones,” King chuckles admiringly.  The process of actually shooting the film was no less a matter of “winging it.”

“We had a scene at an ice cream stand, a Dairy Queen.  The location person walked into this place in the Catskills.  ‘Hey, how would you feel about having your establishment in a movie?’

“The guy thinks about it, he says, ‘Well, it’s kind of a slow season, ok.  When would this be?’

“‘How’d you like having it in a movie in 15 minutes?’  And he looks out his window and sees the crew waiting to swoop in.”

While that kind of guerilla filmmaking made for a certain amount of stress, King also says, “It was the purist experience I ever had.  Everybody had their reason to be there, they all generally believed in the project.  Everybody was enthusiastic.”  On a budget of $450,000 he says, “Nobody’s doing it for the money.”

Hard Choices provided King with his second trip to Sundance and to another festival – now long gone, he doesn’t recall the name – in Los Angeles.  “We got two, three nights at the Beverly Wilshire but had no money – we’d spent it all on the movie!” King and Mickelson whiled away their time driving around L.A. in their rented car having little money to do much else.  At one point, they blew a tire, then drove around on the spare “donut” until that gave out.  “We’d call in and people are asking, ‘Where the hell are you?’ Oh, we’re just driving around.  Got a flat.’”

The reception for Hard Choices at the festival was positive enough to bring King phone calls from agents.  “I was so naïve at that time I didn’t know what an agent was!  ‘Hi, I’m from ICM.’

“‘Yeah?  What’s ICM?’”

King and Mickelson settled in L.A.  Despite the positive reviews for Hard Choices, even though the film was picked up for distribution “…it got lost for one-two years.” In the meantime, King was in Hollywood trying to get projects off the ground, doing low-level development deals.  While King did get some work, the strategic commercial breakthrough any director new to the industry hopes for didn’t happen.

There was the cop-and-robber thriller Point Break (1991) for Fox, for example.  “The movie was my idea,” says King.  “I sold it to the producer of Killing Time (a 1987 noir King had directed) and was slated to direct.  (W.) Peter Iliff is my friend and I wanted him to write the film.  I wrote parts of it uncredited and was a co-producer as well as having a story credit,” but ultimately the project – starring Patrick Swayze and Keanu Reeves – went to director Kathryn Bigelow.

And there was Traveller, a Nicholl Fellowship-winning screenplay by Jim McGlynn inspired by the insular Irish-American clans who make their money from housing repair scams.

At the time, King was in the process of switching agents.  One prospective rep he was talking to showed him the screenplay for Traveller after King asked for a sample of the kind of material he handled.  King was so struck by McGlynn’s screenplay he took out an option, then he and Mickelson worked closely with the writer to further develop the material with the plan being Mickelson would produce and King direct.  But they couldn’t find a home for the project and after a few years their option expired.  A management company handling Bill Paxton picked up the rights as a project for Paxton to star in and also produce.  “They had the money to get the film made,” King explains simply.  The script was revised and finally made it to the screen in 1997 starring Paxton and Mark Wahlberg, and directed by Jack N. Green.  While King’s early role developing the material warranted an executive producer credit, Traveller was still a disappointment and in more ways than one.  Despite generally good reviews, King maintains, “We had a better script, frankly.”

It was coming time for King to re-think his priorities and his strategies.  “When you get to the point of having a family, a mortgage, that becomes a major consideration,” he says.  He pauses reflectively, considers a career path that began with art house features like Off the Wall and Hard Choices.  “Looking back on it – and I’m not sure that’s always a good thing to do – but in retrospect it might be better to do those kinds of films where you make money first, and then every so often do an indie.” Besides, that kind of guerilla filmmaking was exhausting.  “Now,” says King, “because of HD video, people are just churning ‘em out, but, back then, it was an event just to get (the movie) done.” For King, the direction was now to “…move into taking whatever work I could, but sure I could invest it with something.”

He directed a number of direct-to-video features thereafter with budgets typically ranging from $1.5-2 million.  According to King, most of the DTV companies were primarily concerned with getting films turned in on time and on budget.  DTV producers worked on small margins and needed their films turned around quickly.  The profits may have normally been thin, but occasionally one of these low budget efforts could produce substantial money.

King directed Prayer of the Rollerboys (1991) (from a screenplay by Peter Iliff) working with Robert Mickelson.  “We teamed up, we made the movie for $1.5 million, half from overseas.  It came along at the right time.” The movie, starring Corey Haim, was set in a dystopic near-future and concerned a fight between warring gangs.  King estimates Prayer sold 30-40,000 units on video at maybe $30 per unit meaning the domestic take for the film from video sales alone was close to $1 million.

The budgets might have been tight, but King generally found DTV companies quite liberal in granting him creative control.  As long as he managed to touch the necessary bases — including the action and sex in the script which made the property saleable (which, King points out, is no different than the agenda for most mainstream theatrical fare) — King found most DTV production companies tended to leave him alone on a shoot.

Take Road Ends (1997), for example.  King brought the project to DTV company PM Entertainment.  At the time, PM was normally producing films – thrillers featuring heavy doses of action and nudity – for under $1 million.  Road Ends was announced as part of a PM move to upgrade the company’s output and visibility.  The company substantially upped its usual outlay for Road Ends to $1.6 million.  Aside from relocating the screenplay’s setting from the Florida Keys to California where PM was based (for budget reasons), and mandating King use the PM house production staff (also for cost reasons), King was otherwise left to make the movie as he chose.

“I loved making those films,” says King.  “There was always a positive attitude on the set.  You can always take these B kinds of movies and invest them with something.”

Still, the tight budgets came with problems.  “Compromises always had to do with money.  You might want a better restaurant for a scene, a better location, more stunts, but you had to settle.”

Again, Road Ends is an example.  King and co-producer (and Road Ends star) Chris Sarandon got a greenlight from PM on the basis of Dennis Hopper’s agreeing to take a principle role in the film.  However, to get Hopper, King had to agree the film would be shooting in a matter of weeks to take advantage of a hole in Hopper’s schedule.  At the time, King was still refurbishing the screenplay and Sarandon was shooting another project.  King began filming while Sarandon was still on the other set, tweaking the script to suit locations, shooting most of Hopper’s scenes so he could be released on schedule.  Just as Hopper’s time on the film was coming to an end, Sarandon completed his work on his other project and stepped into Road Ends.  Even with all the schedule juggling, King completed the film within its approximate two-week schedule on time and on budget.

Road Ends also re-illustrates how much talent was available for low budget shooting.  Despite only having $1.6 million, besides Sarandon and Hopper, the film’s cast also boasted Mariel Hemingway, Peter Coyote, acclaimed stage actress Joanna Gleason, Geoffrey Thorne (who was coming off a stint on the successful CBS series In the Heat of the Night) and veteran character actor Bert Remsen.

But by the time of Road Ends, the DTV market had already peaked and was in decline.  “PM would’ve been really smart four years earlier,” says King.  He remembers going over to the PM offices.  “The place was busy! There were people running everywhere, all these people carrying cans of film… They were for real, this wasn’t some fly-by-night outfit.” Today, there’s no listing for them in any of the usual producers’ registries.  “Their business model dissolved,” says King.  Like a lot of other DTV producers, “they made a lot of terrible movies.  The business dried up.”

The major studios, King surmises, saw a huge business in DTV.  Movies that were not going into wide release were going into the video market with a studio-sized push behind them.  Even if it was a small film coming from a studio’s art house “classics” division, it was being hyped to a degree DTV producers couldn’t match.  “You’ve got some direct-to-video feature with Jeff Fahey going up against a studio film that didn’t do well but it has Jeff Bridges and it cost $5-12 million, they couldn’t compete against that.”

Road Ends would be Rick King’s last fiction feature.  He went to where the work was, and found it back in documentaries.  He made his own theatrical documentary Voices in Wartime in 2005, and since then has been steadily turning docs out ever since for cable channels like Turner and The History Channel.  “I enjoy the documentaries a lot,” says King, “they take me all over the world, but, at the same time, fiction is my first love.”

PM Entertainment’s million-dollar budgets were epic in size compared to the money George Barnes and his Take 2 Productions frequently had to work with when Barnes began making features in Florida during the late 1980s.

Raised in River Edge, New Jersey, Barnes grew up helping his father build houses.  During one bitter, New Jersey winter day, Barnes was helping his father pour the concrete footings of three houses in a cold, freezing rain.  The concrete truck was stuck, and Barnes and his father had to lug concrete from the truck to the site by hand in buckets.  Barnes looked up, saw his father had an ice beard three inches long hanging from his chin, and came to the realization, “This ain’t for me.”

At 17, he headed for Florida to build houses, but building in Florida and building in New Jersey were day-and-night contrasts.  Back in New Jersey, it typically took Barnes three-four months to complete a house.  In Florida, because of the tangle of regulations and building codes, the first house took two years.  The frustrations were too much for Barnes, and after that project he decided, “I quit, I’m doing something else.”

He spent a year looking at different industries, and began to focus on entertainment.  In the late 1980s, America was experiencing a boom in TV and film production.  These were the peak years of the home video business, music video-fueled MTV was coming into its own, cable TV was expanding, and Florida was an attractive filming site.  The state offered a host of exotic locales, labor and materiel costs were cheaper than in major urban locations like Los Angeles and New York, Florida was a right-to-work state which allowed shoots to use less-expensive non-union talent and craftsmen, and the state was generally film-friendly in terms of police cooperation, permits, etc.

But, at the time, Barnes didn’t know anybody in the film business to provide him with an entree.  His karate instructor’s wife owned a talent agency and suggested Barnes “…try modeling and acting.  I’ll send you on some auditions.”

Barnes felt that would at least get him on film sets.  Once there, he began hanging out with the crew rather than the cast.  “The business interested me,” says Barnes.  “And at the time, I didn’t think of day-player actors and local models as being in the business.”

Barnes appeared in spots for Schick, Otto Sportswear, Riddell Sportswear, Ryder trucks, Gillette, and Champion Sportswear.  He finally made the move over to production on the Robert Redford starrer, Havana (1990).

The casting director asked Barnes if he’d be willing to help with the production:  “You know, check people in and this and that.  I was like a second second AD.” After Havana, the same person called Barnes in for other jobs as production assistant and grip.  Barnes eventually landed an internship with Polydor Records UK which took him through the production on 10-15 music videos.  Eventually, Barnes started receiving calls to manage the company’s US/Florida location productions.

He worked out of Greenwich Studios, a major production facility in North Miami, working directly for the studio on films like the Jim Carrey vehicle Ace Ventura:  Pet Detective (1994), Rough Stuff aka Mr. Nanny (1993) with wrestler-turned-actor Hulk Hogan, and Deadly Rivals (1993) with Richard Roundtree and Margaux Hemingway.  Barnes’ responsibilities at Greenwich continued to expand and he began traveling overseas to negotiate distribution agreements on some of the films Greenwich was turning out.  His first job acting as a full-fledged producer was on the low-budget thriller, South Beach (1992).

A $1.3 million production shot in 18 days, South Beach starred a veritable gallery of B-list familiar faces:  Peter Fonda, Gary Busey, Robert Forster, Stella Stevens, Henry Silva, Isabel Sanford from the 1970s/80s TV series The Jeffersons, ex-model Vanity, and Fred “The Hammer” Williamson, an ex-football player who’d starred in a number of 1970s blaxploitation films and who was acting as South Beach’s director, and one of its producers.

South Beach turned out to be an instructional lesson for Barnes in how to shoot low-budget films.  The secrets, he says, are, “A lot of cash, immediate decisions.” Barnes talks of being out on the shoot, going up to Williamson and explaining the need for some materials, Williamson pulling a wad of cash out of his pocket, handing Barnes a few bills and pointing him to a hardware store across the street warning him, “Don’t forget to bring me back a receipt!”

The ready access to cash had a practical aspect.  “You can’t  beg someone to do something for you and then tell them you’re going to have a check for him in 30 days,” explains Barnes.  “You go into a restaurant, you tell the guy, ‘I’ll give you $500 if you let us shoot here tonight,’ the guy says, ‘Absolutely!’”

Barnes wound up managing Greenwich for a few months but eventually he left.  “They wanted me to be a property manager,” Barnes says, and that was ,“Totally not for me.  I’m not an office guy.  I don’t like the studio management end.  I like managing shoots, crews, locations, I like the creative end.”

He set up his own production company — Take 2 Productions — and took on a business partner.  The arrangement was Barnes would handle the creative and production side, while the partner was tasked with the business side, primarily raising financing.  Barnes made small commercials and music videos while he set about trying to get Take 2 into DTV features.  He ran an ad in The Hollywood Reporter calling for material.  “I was getting a million scripts.  They all sucked.  Everything was crappy reads.”

He finally came across Dinosaur Babes (1996), a quirky script by Brett Piper about loincloth-clad amazons, cavemen, an ancient crashed UFO, and, of course, dinosaurs.  The script promised a campy, kitschy kind of fun bolstered by impressive special effects.  Piper had already completed a half-hour short:  “The Return of Captain Sinbad.” “Sinbad” had been shot in stop-motion, and executed so deftly that Barnes and his partner were sure Babes – if pulled off with the same technical expertise – would do well.

Barnes went up to Maine to meet with Piper whom he found living in his grandmother’s unfinished, dirt floor basement.  The basement, Barnes remembers, was cluttered with Piper’s effects paraphernalia:  the table top set on which he’d shot “Sinbad,” fully-articulated dinosaur heads as big as an office desk, and so on.  Barnes and his partner were so impressed at Piper’s evident technical skill that until production began on Babes they would often wonder why Piper was not working at a higher level in the business.

Barnes soon found out the reason:  “He’s extremely talented but he’s insane.”

Take 2 acquired “The Return of Captain Sinbad,” and then Barnes and his partner put up $300,000 to make Dinosaur Babes, with Piper as writer/director, and Barnes taking on the jobs of producer, director of photography, editor, and post-production supervisor.  Piper may have been an effects wizard, but was less adept at dealing with cast and crew.  His behavior on the set was so erratic that, at one point, Barnes had to take the helm because Piper refused to come to the set.  “Here was a guy who told me he was gonna do the entire movie for $35,000,” says Barnes.  “Two hundred and fifty thousand dollars later, I have some problems.”

The end product was not the fun tongue-in-cheek caveman flick Barnes had envisioned.  The effects sequences were truly impressive –  Piper was, indeed, a maestro of such old-school effects techniques as stop-motion animation, forced perspective, glass mattes, and miniatures — and gave the film the impression of having been made on a larger budget, but the film was still a disappointment creatively. However, Barnes did secure a sale with Blockbuster and while Babes was “obviously no big hit,” it did manage to make its money back.

The fate of Dinosaur Babes may have been frustrating, but Barnes was soon dealing with a much bigger setback.  The plan he and his partner had worked out was to pitch a slate of projects – led off by Babes – to a pool of investors.  The thinking was:  once Take 2 was regularly turning out low-budget features, Barnes was confident – based on his previous distribution experience — he could negotiate enough sales to insure a more-or-less steady revenue stream and Take 2 would become a self-fueling outfit.  The trick was to get the initial investment to prime the company’s financial pump – and that had been his partner’s task.  The partner didn’t come through and quit.

For a moment, it seemed to Barnes that Take 2 had hardly taken its first breath before it was dying on its feet.  But Barnes is nothing if not resilient, and certainly resiliency was an asset in the volatile low-budget market.  He gave himself an hour on the beach one afternoon to mope, than decided he was going to stay in Miami.  “This is where it’s going on,” he told himself and settled on a strategy of doing commercial work while trying to see what feature projects he could find.  The next day he was in a working relationship with a new low-budget company called Pan Am Pictures run by a refugee from the collapse of Cannon Pictures.

Pan Am soon had a workable financial model making movies for $250-300,000, with Barnes negotiating distribution deals which would bring in anywhere from $3-7 million.  The investors were, “Private guys, doctors, friends, lawyers.  Once they saw the model work, it was easy to get money.”

Because budgets were so tight, Barnes couldn’t always spend time or money on the niceties.

On Pan Am’s thin budgets, the keys were to move quickly, shooting without permits, and developing a smoothly running crew “…like a SWAT team…” with everybody always knowing beforehand exactly what needed to be done.  Notes Barnes, “Every position is really important.  You have a three-hour delay because a PA forgot a screw that held a camera plate on.  That’s the kind of shit that just kills you; you can never make up that time.”

The financial model was workable – as long as Pan Am paid back its investors.  The problem was, says Barnes, that the man running Pan Am “was crazy.  He’d take the money, go out and buy a Jaguar or something and wreck it.”  The money was frittered away on everything but recoupment and, eventually, Pan Am collapsed.  The Pan Am man disappeared owing Barnes money (“People always owe me money,” Barnes sighs resignedly).  As for Mr. Pan Am, he was spotted resurfacing several years later in Los Angeles trying unsuccessfully to put together a package of softcore porn films.

Yet, again, Barnes found himself having to regroup and commit to a new tack.  What always helped Barnes survive his feature setbacks was that Take 2 was amply succeeding on other avenues.  He became involved with German-based commercial-maker Filmhouse, working as a DP and producer.  “They were doing a commercial a day,” says Barnes, “and had a $1 million minimum (budget for their commercials).” He also spent a year in Chile designing a media campaign for a presidential candidate working with a production staff of 1400 and budget of $45 million.

He returned to Florida, sank a half-million dollars into building a studio in South Beach, and was almost immediately confronted with disaster.  He’d taken an eight-year lease, but just three months after he’d moved in the landlord filed for bankruptcy in Texas.  Barnes spent a year and a half fighting in Federal court in Texas trying to keep his lease, but the bankruptcy court judge ruled Barnes’ lease was “not in the interest of the creditors” and gave him 14 days to vacate.

Barnes bounced back still again, slapping a studio together quickly in offices provided by the Adkins & Associates agency for whom he wound up doing a good deal of commercial work over the next year-year and a half, after which Barnes bought his own building.

He continued to keep an eye out for feature work.  He was brought a project called All Men Are Beasts (2001),but the project went bad after shooting.  “It was a post-production debacle,” sighs Barnes.  “A lot of indie films come apart in post because everyone underestimates what’s involved.” It was a “very cute movie,” says Barnes, which, following its post-production problems, then fell victim to producer Elvis Cruz’s unrealistic expectations.  “I said, ‘Let’s go around to the markets,” explains Barnes, “‘You won’t get rich, you spent $1 million, you’ll get two-three million back,’ but he wouldn’t do it.” Cruz set his sights on a much bigger payday and, as a result, the film was never released.

Barnes also worked on the 2003 indie film, Valley of Tears, but it was another film which ran into trouble in post-production, a process which eventually ran to three-four months.  “That’s a myth that you can fix a picture in post,” declares Barnes.  “You can fuck it up in post, but you can’t fix it.  It’s got to be shot right.”

That would be Barnes’ last feature work to date but Barnes is not short of work.  Take 2 Productions now has offices in Florida, New Jersey, and Europe, and Barnes works regularly on commercials, corporate videos, music videos, and political media.  His advertising spots are often done on a scale which not only dwarfs any of Take 2’s features, but rivals most major film productions in both complexity and comparative cost. For example:  an Audi spot he shot in Manhattan which involved closing Park Avenue from the Helmsley Building up to Grand Central Station.  “The mayor drove one of the cars!” chuckles Barnes.  “What a great guy!  And the film office in New York delivers the best service I’ve ever experienced.”

He has not given up on features, however.  “I would love to do great movies.  I do not miss bullshit.  I don’t miss the sacrifices you have to make because of the (small) budgets which you don’t have in commercials.”

In 2007, working with his one-time neighbors at Adkins & Associates, Barnes put together a proposal for a slate of $2-3 million DTDVD features which he took to The Weinstein Company.  Discussions went on for several weeks and looked promising but then, without explanation, the Weinstein contact evaporated.  Barnes took the same proposal to Warner Premiere, but, as impressed as they were, Warner wasn’t interested in originals, their mandate being to exploit Warner Bros. theatrical brand names for the DTDVD market.

It was a mark of how much the business had changed since Barnes first went to Florida 20 years before; DTV indies being crowded out by studio-produced DTDVD features.  Even filming in Florida became a more grueling experience than it had been during the wide-open gold rush days of the late 1980s-early 1990s.

Back in the days when he’d worked on South Beach, Barnes remembers how film-friendly Florida was.  “The Colony and The Breakwater and those Ocean Drive restaurants paid us to shoot there!  We got $10,000 from The Boulevard, $20,000 from the Colony.  It brought them awareness.  The police support was fantastic.  The parking was great.  All of the streets from Washington to Ocean, from Fifth to Eleventh were production vehicles only.  That eroded.  The locations got expensive, the permitting is disastrous.  One time I got thrown out and closed down for having permits.  I don’t want to bad-name a town, but it’s not really film friendly anymore, and it’s more expensive (to shoot in Miami) than in New York now.”

But Barnes, with the bounce-back ability of a Superball, is not done with features.  Still, “The hardest thing?  Finding a project worth shooting.  That, and finding people that can do it.  It’s not easy, it’s not something anybody can do.”

Bill Mesce

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