Movie Review #1:

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Director’s Notes #6: The Miniatures

Town-4How can you tell a man in a monster suit is supposed to be a giant unless you have something to compare it to? Simple. You build miniatures. Early on, we established that our monster would be about 30 feet tall, which necessitated a 1/6th scale for our miniature sets. These sets would provide not only “locations” for the Bug to romp, but also allow us to establish our geography, as well as create background plates in which our actors could be composited.

We decided to shoot the effects according to the script order. First up then was the miniature forest, and we needed trees. Building 1/6th scale redwood trees turned out to be a relatively simple, straightforward process. Various diameters and lengths of pvc pipe were purchased at Lowe’s and Home Depot, then cut to the appropriate length. Although it was not established in the script, I had always imagined the forest as a redwood forest. That helped us, because with redwoods, there is more trunk and very little foliage at ground level. To produce two dozen trees, I laid out a ten foot sheet of clay that was about six inches wide and two inches thick. I then sculpted “tree texture” into the clay, cast it in Ultracal, and painted-in black pigmented liquid latex. When the latex dried, the skin was pulled and glued around the pvc pipe. Instant tree trunk. We later made runs to Michael’s craft stores and bought lots of plastic evergreen foliage. Scale was always a challenge, but I think we got away with it.


The tree trunks were painted and the plastic foliage wired-in. Small L-brackets at the bottom of the trees were attached and then screwed into the stage, while the trees were supported from above by a 2×4 grid attached to the warehouse’s ceiling support beams. For the ground level foliage, more plastic and nylon plants of the appropriate scale were purchased at Michael’s, and then arranged and glued onto lengths of two-inch wide by one inch thick pine lumber. For the ferns, we enlisted help from our mom, who arranged and glued the mini-fern clusters to small blocks of foam for the sake of portability.

Next up for construction were the various buildings. The script called for a hillbilly cabin, a crypt and graveyard, and a ghost town.  Again, 1/6th scale was required for these buildings, too, as the size of the monster had been established. Jim and I had begun the process of miniature construction immediately after securing the warehouse. We relied on the storyboards, determining which buildings needed to be built with full detail, and which ones we could get away with only one or two sides of detail. We also needed to take into account which buildings were going to be damaged or destroyed.


The Crawford clan’s cabin was started first, and would be featured prominently throughout the film. The entire structure was built from half-inch plywood on a one inch thick particle board base. Strips of luan were ripped on a table saw, then glued over the plywood shell. The front of the cabin was left mostly open, because it needed to be destroyed. Balsa wood was what we relied on for destructible buildings and parts of buildings. For the cabin, I built a balsa wood front, which turned out to be an unnecessary expenditure of time and money because the cabin was never seen being destroyed from the outside. We filmed it, but the destructive action was weak. Ironically, the storyboards never revealed the cabin being destroyed as an exterior shot. It was the one time that we strayed from the boards, and it proved an important lesson.

Ultimately, the overall cabin design was pretty basic, although I designed it with a steeply peaked roof because I thought  it would give it a more fairytale appearance, which fit our aesthetic.  The cabin was painted with thinned-out wood stain and detailed with balsa wood pieces and model railroad moss.

It’s probably important to note that unlike a big budget film, the miniatures were constructed primarily by just two people: Jim and me. Others came in to help when they could- Jim’s wife Mehri glued shingles on the cabin roof for what felt like months, my girlfriend and casting director Susan painted some of the buildings, and even Michael Goedecke, one of the executive producers, came in for a few days to make little bricks out of clay. But for three months, it was mostly just the two of us, and then later, just me.

Next, the script called for a crypt. I had taken a bunch of photos of crypts in the old cemetery in downtown Cleveland during a family visit to Ohio. The crypts were of the appropriate age… not that I was too concerned about historic accuracy. I built the crypt from individual clay bricks, which were sculpted individually from water based clay, then laid out on small sheets of plywood to dry in the sun. Once, after spending the morning making bricks, Jim and I needed to make a run to Lowe’s for some supplies, and so we jumped into my car and drove off. As we cruised down Magnolia Boulevard in Burbank, we heard this odd crashing sound.  I looked into the rearview mirror and what should I see but clay bricks flying everywhere! Apparently, a sheet of bricks had been laid on the roof of my car to dry out, but neither Jim nor I had noticed when we got in. Needless to say, we picked up every undamaged brick while traffic obliterated the others.

MBug_Miniatures_2Because of the delicacy of the crypt, and the fact that it had to be destroyed, I was not able to build it until a few days before shooting. I built it on a small base which was screwed into the stage floor. Brick by brick, I hot glued that crypt together. Once again, the advantage of the storyboards meant that only two sides of the crypt had to be built. I will always use storyboards for effects sequences, because why build what you don’t need?

The most challenging of the models to build were the various structures comprising the ghost town of Mason’s Grove.  I love ghost towns, so I was really looking forward to building Mason’s Grove. I had done some research while visiting the ghost town of Rhyolite in Nevada, taking lots of photos and reallyMBug_Miniatures_4absorbing the atmosphere. Mostly, though, I relied on a picture book of ghost towns I had given my girlfriend as a Christmas present (yes, I’m a romantic) and research from the internet. The challenge really was that there are very few ghost towns in the kind of climate in which the movie takes place. Desert ghost towns are well-preserved because of the lack of moisture in the air. Ours was in a mountain pine forest, and had to look decayed and grown-in, which we accomplished through the judicious use of various mosses and lots of artificial plants. We also had gotten good results with various colors of wood stain, which we thinned with turpentine and painted onto the various buildings.


The jail was the most involved of the buildings and the only one made of stone. I had gone to Foam Mart in Burbank to find some sculpture foam, but the price for it was way out of our budget for the amount we would need. Instead, I went back to Michael’s and discovered that the foam blocks used for dry flower arrangements would work for our needs. Best of all, five blocks cost only about six dollars!

The foam blocks were sliced into thirds, glued to the wood shell of the jail, and then carved. I used a steel dental tool to carve out the individual blocks, which was relatively easy, since the foam was so soft. That softness, of course, meant that it was easy to damage, so we had to take extra care when moving it into place.

MBug_Miniatures_3There was a lot of whimsy in that town, and the level of detail we were able to achieve is, in my opinion, pretty impressive. Their are miniature election posters that proclaim “Vote Mason for Mayor!” all over the place, as well as some “Circus Coming!” bills. There are also piles of lumber outside the general store, little pieces of furniture here and there (the hotel has a porch swing courtesy of suitmation actor Benjamin Watts’ impressive miniature-building skills!), flower pots, crates, trunks, barrels, etc. I doubt viewers will ever see them, but that’s okay because no one is watching The Millennium Bug for such things. But I wanted them there, if for no other reason than the atmospheric verisimilitude they provided.

There were a slew of other miniatures that were built, including a gallows, an abandoned well, a monster “nest,” a TNT shack, and a living room interior. With one small exception, the miniatures did their jobs and held up well. That one exception? I’ll reserve the story of its utter failure for another time…

Director’s Notes #5: The Aesthetic

One thing that all of us had to wrap our heads around was the aesthetic of the film we were making. How would the effects look? The production design? The lighting and cinematography? In that order:

  1. Ken-Cran-Hotel1. Effects: After examining the suit I had built, we all agreed that we were not in any way attempting to compete with Hollywood visual effects. It was not a slight against my monster suit, but from the start, we knew we were not competing with Cloverfield, or Peter Jackson’s King Kong, or even the Emmerich Godzilla. Their approach was complete realism. That’s what big budgets get you, for better or worse.Regardless, no one was making giant monster movies with men in suits and miniatures, and that’s what we wanted to see. Now of course, Cloverfield was awesome, just powerful and loud, and Jackson’s King Kong was beautiful and poignant and thrilling. But they were different. We wanted our movie to have a sort of artificial reality to it. I kept saying, if audiences remark, “wow, what a cool miniature,” I was okay with that. We weren’t going to fool audiences today who are used to million dollar photo-real CGI. But we did think we could kind of wow them with our own aesthetic.Surrealism was the word of the day, and The Millennium Bug was, if nothing else, a surrealistic exercise in multiple ways.
  2. Production Design: My experience with designing and building haunted house attractions for three years in San Diego really informed the look of our film. If I do say so myself, Jim and I had done some pretty amazing work at the Del Mar Scream Zone, and it was simple to bring those techniques and sensibilities to the production design aspect. I knew what materials we would need, and how much in general they would cost.I was fortunate that the writer (me!) set a third of the movie, too, in an old, crumbling house,because it allowed for some really great possibilities. I like old, Ken-McFarlaneabandoned buildings because often times they are richly textured, say nothing of the potential creepiness of their history.One of the things that I knew I wanted early on was “moldcicles.” I stole the idea from the “rustcicles” in Cameron’s Titanic. We used Great Stuff expanding foam a lot on the movie, and that’s how we created the moldy walls and moldcicles. So, the Crawford home has plenty of mold and moldcicles, water stains, filth, dirt, grime… you name it.
    At one point, I considered having piles of bones in the corners, but I decided that was too similar to a certain chainsaw house, and abandoned the idea.One thing I have to say is that very nearly everything in the cabin and later, the jail, was handmade. Although Uncle Hibby’s chair was purchased at a yard sale, the sofa, dining room table, grandfather clock, wood burning stove, end tables, shelves, beds, nightstand, desk, etc. were all handmade by me and Dustin Yoder. If we needed it, we built it, not only because it was much cheaper to do it ourselves, but because we were creating our own aesthetic. Nowhere will you find furnishings that look like those that we have in the movie. And that’s how we wanted it!
  3. DP Oktay Ortabasi (right) and 1st AC Nito SernaCinematography: Which camera we were going to use was not much of a question. A friend offered the use of his Panasonic AG HVX 200, which shot variable frame rates, an important consideration since we were going to be shooting miniatures. The problem was that those variable frame rates were only available at 720p, and we wanted full 1080p. The compromise was therefore simple: miniatures at 720p, live action actors at 1080p. Mixing both resolutions was not a concern, because we figured that we could either upconvert the 720 footage, or just master the whole movie at 720p.Just as important was the simplicity of capturing footage on P2 cards and not tape. Later on, we upgraded the camera to the Panasonic AG HVX 200a, which had greater low-light capability, among other improvements. It helped, too, that the camera was owned by co-exec producer, visual effect supervisor, co-production designer, and part-time Belgian waffle maker Dustin Yoder, so if there were any technical issues with it, he could solve them.Of equal concern for The Millennium Bug team was how to get a “cinematic” look. Our director of photography, Oktay Ortabasi (pictured above right), an accomplished and amazingly talented shooter, knew not only how to make monsters and miniatures look beautiful, but also lit actors to look at times grotesque, and at other times stunningly attractive.Ken-PaintingI remember our initial dialogue when we hired him on, which I paraphrase here: “So it’s a horror movie?” says Oktay.“Yep, a real monster movie!” Ken replies.“What do you want the movie to look like?” “Pan’s Labyrinth!”“Really? That beautiful?”“Um,” I say. “Well…”In the end, he gave me what I wanted, but times ten. It helped, too, that we used a Letus lens adaptor and prime lenses. The AG HVX has a fixed lens, and nothing screams out VIDEO more than a fixed-lens camera. But going with the Letus was a no-brainer, and it was really the final tool in a very small tool belt we provided Oktay.Overall, the movie looks as good as it does through a combination of efforts. Dustin, Oktay, and I worked very hard to give the movie it’s “look,” and Jim sweated gallons trying to find us an (almost) all volunteer crew, which was no small task, especially in production-savvy Los Angeles! No matter what, The Millennium Bug’s aesthetic should prove to everyone that a low budget film does not need to look low budget.

Director’s Notes #4: The Warehouse


My overall philosophy of making The Millennium Bug was, from the beginning, a “do it yourself” approach. If we couldn’t do it ourselves, whatever that ‘it’ was, we wouldn’t do it. Everything was practical, in terms of effects and the art department. Jim and I share the same philosophy, which is always ‘utilize the resources that you have.’

Our greatest resource was that we were smart enough not to paint ourselves into a corner. There were no big action scenes that required a thousand extras, five F-16 fighter jets, an exploding volcano, and a collapsing dam. Of course, we probably could have done those things in hindsight. The practical approach took a hit when it was decided that, after scouting the local forested mountains around Los Angeles, specifically the San Gabriels, no suitable forest could be found. What I wanted was a redwood forest, or something that one might find in the Pacific Northwest. I wanted something like Endor. Big trees and ferns. Rays of moonlight shining through branches. The whole movie takes place at night, and I wanted light to drop off into blackness. With the low budget, which still had yet to be solidified, there was no way the production could afford to go on location where those types of trees were, so after a conversation with Jim, we decided to take the bold and somewhat foolhardy step and shoot the whole movie in the studio. Close and medium shots would be done on a forest set, and wider shots and establishing shots would be done with miniatures. In the end, I got the specific look of the forest that I wanted. We did eventually do some B-roll up in Los Padres National Forest north of L.A., but that was the only time we went outside in the whole production.


Preproduction continued, and ramped up considerably when a suitable warehouse was found in North Hollywood. Why a warehouse? Simple: cost. We considered actual soundstages for a day, but once we realized that soundstage space was way outside our budget, we committed to a warehouse. Though small, about 700 square feet, the North Hollywood warehouse would serve as production offices, set fabrication space, miniatures workshop, and finally, soundstages. Unfortunately, we were pretty close to the Burbank airport, which wasn’t good for sound, but it was all we could afford. We figured we would get the best sound we could during production, but anything unusable could be re-recorded during ADR sessions in post production. As it turned out, renting the warehouse was the single greatest expense of the film.


Even before the warehouse was secured, it was decided early on that all the special effects shots would be done first. Usually, it is just the opposite. Principal photography commences first, and then effects photography follows. There were several reasons we shot it that way. One, the movie would sink or swim based in large part on the effects, so we needed to prove to ourselves that we were capable of creating a believable monster in a believable environment. Second, we knew that greenscreen elements would play a large roll in connecting the actors to geography, and it was better and for us, easier, to link actors to what we had shot than vice-versa. Another reason, and one that proved our approach right, was that we would have a pretty cool fundraising reel of effects to show people.

The condition of the warehouse before we moved in was, to put it mildly, grotesque. Our unit had previously been used for some kind of cooking business, and there was grease and inch-thick crud on some of the walls and floor. The bathroom was a horror story itself. But within a week, Jim and I had it swept, mopped, scrubbed and double-coat painted. Who did we hire to do the work? Easy. Ourselves. Who else would clean as well as the owners of the first headquarters of The Squire Film Shoppe? And who else could possibly look at an un-heated, un-airconditioned shack of a building and say, “It’s perfect! Now let’s make a monster movie!”

In the end, would anyone believe us if we said that this space would not only be a forest in all scales, but also a three-room cabin, a two-room jail, an abandoned well, a crypt, a crypt basement, a cemetery, a monster nest, a one-sixth scale ghost town, and a green screen stage? Anyone in Hollywood, with their “conventional” thinking, would have said, “No way!” And they would be wrong.

Director’s Notes #3: The Storyboards


Although I had been a freelance storyboard artist since before graduating film school, visualizing “The Millennium Bug” took a different approach from drawings on paper. In all honesty, I was not looking forward to drawing the movie. It was so huge, and I really wanted a faster method. So I decided to stage the action like little dioramas and photograph them.

I bought up a bunch of six-inch action figures, added to them some new elements made from Sculpey, and painted them. The inbred Crawford clan were Wrestlemania-type action figures while the suburban Haskin family were, naturally, Fisher Price figures.

I fashioned crude sets from cardboard, including trees, buildings, interior sets, furnishings, etc. A few used pizza boxes became the Crawford cabin.


I painted a simple forest backdrop on poster board, then turned my dining room table into a tabletop miniature. Beginning in March, I put the little action figures through their paces, photographing them with a digital still camera, then augmenting at times the action with Photoshop elements.

Looking at the storyboards now, I’m actually pretty shocked at how detailed they are, which was of enormous importance in the long run because of the nature of how the movie was shot.

The Bug doesn’t show up until halfway through the movie, and while it was easy to buy action figures at the local Toys R Us, where does one procure a Millennium Bug action figure? I went to Michael’s Arts and Crafts and examined the different kinds of foam blocks they had. In the end, I bought a few blocks of some open-celled foam and some bailing wire, and carved a rough, wire-articulated Bug puppet in scale with my action figures.


In hindsight, I probably went overboard with the detail. As Jim and I were watching the completed slide show of boards on my desktop, we both started to laugh. It was practically animation!

The storyboards would later be printed in color, with three storyboard frames per 8.5×11 sheet. When we shot the miniature effects, we had mounted the boards on the wall of the warehouse/studio (left photo), and as we completed shots, or elements of shots, we marked them off, which was challenging because one storyboarded scene might have had two or three elements. We couldn’t mark off the entire scene, because only pieces of it had been shot. So we devised a color-coded, sticky-note methodology that allowed us to keep track of what we shot, and what we needed to still shoot.

The entire storyboard creation process lasted a little over two months. It was time well spent, because in the end, the entire film had been planned all the way down to the individual shot. I now know why Alfred Hitchcock loved the preproduction process so much, because I had absolute control over EVERY visual element. How often can a low-budget, independentfilmmaker say that?