The Filmmakers Talk

Louis Pepe, Terry Gilliam and Keith Fulton at the Berlin premiere. Photograph by Francoise Kuntz

Phil Stubbs: What have you guys been up to since The Hamster Factor was finished back in 1997?
Lou: The success of The Hamster Factor left us scrambling to figure out how to translate our suddenly acknowledged filmmaking talents into a career. Based on The Hamster Factor's strengths, a number of people approached us to do behind-the-scenes docos and DVD featurettes about other films. However, we discovered that in Hollywood, people only love a 'warts-and all' style doco when it's not about them. Nonetheless, we ended up doing some off-beat pieces about Three Kings, City of Angels, and Ghost World. During that time, we also moved to Los Angeles (it made the commute a lot more manageable) and squeezed in time to do a couple of fiction short films and start developing some feature-length fiction projects.

And how did the project come about?
Keith: We'd been trying to mount a fully independent documentary production with Terry since 1997 when he was in L.A. doing pre-production on Fear and Loathing and I was shooting a "making-of" on the set of Atlas Entertainment's City of Angels. As it turned out, Terry and I shared offices at Warner Hollywood, and I spent a lot of time wooing his producers--to no ultimate effect. It was also my first re-encounter with Phil Patterson and Ian Kelley (second assistant director and video assist, respectively, on 12 Monkeys), both of whom were crucial components of Lost in La Mancha. Phil became a major ally on the set of Quixote, and Ian was the person who was smart enough to advise us to go to Madrid to start production whether or not we had financing in place

Lou: Nothing came of our attempts to do a gonzo-style doco on Fear and Loathing, but in the spring of 1999, we visited London, and Terry suggested that we consider doing a piece on Quixote. At the time, he was gearing up to go into pre-production. We were intrigued by the invitation (even though we initially worried that we'd just be repeating The Hamster Factor) and started working on budgets, proposals, and other preparations. But not long into this, Terry's production came apart, due to a key financier revealing that he didn't really have the money that he'd promised. End of doco attempt #1.

However, this was a pretty key event in the genesis of the documentary because it made Terry's struggle to make his film all the more immediate. Terry always talks about the process of making one of his films becoming very much like the plot of the film itself. The fact that Quixote was becoming an elusive quest for Terry made a potential documentary even more appealing to us. So when, in May of 2000, it looked like The Man Who Killed Don Quixote was finally going to go into pre-production again, we immediately set to work again to get the documentary going.

This time, we asked Lucy Darwin, who had been one of our associate producers on The Hamster Factor, to come on board as producer in June 2000. She set about trying to raise the money through television pre-sales (at the time, we thought we'd be doing an hour-long piece for television). But the task proved to be really difficult since most potential buyers think that a documentary about a movie means that it's just going to be a 'making of' promotional piece -- and those are usually done quite cheaply with just a few visits to the set during production. We really wanted to do an in-depth doco about pre-production, and to do that we knew that we needed to have the money to be in Spain for the eight weeks of pre-production that Terry would be there -- starting August 2000.

The fact that Lucy was trying to make the pre-sale deals at a time when all of Europe is starting to go on vacation didn't help. So, in the last week of July, Keith and I sat down to decide what to do. There were no pre-sales, we had no cash budget, and Terry would be in Spain in a week. In desperation, we called our friend Ian Kelly, who has worked with Terry on many films (Munchausen, 12 Monkeys, Fear and Loathing). His advice was to just get on a plane and go. "Look," he said, "It's Terry. You know something interesting is bound to happen."

That was the phone call that clinched it. We decided that we'd give the project one month. We'd put airline tickets, accommodations, living expenses, and tape stock on credit cards, we'd bring whatever equipment we had, and we'd shoot for one month. If Lucy still wasn't having any luck with financiers by that time, we'd pack up and leave, but at least we wouldn't have missed anything.

It wasn't an easy process to live in a small hotel room for a month and watch the expenses accumulate, but it did give the project momentum, allow us to begin shooting and establishing solid relationships with Terry's production team, and buy us the extra time for the budget to be put together. Clearly, in hindsight, we're very happy we took the risk.

Briefly, what were the key stages in the creation of this movie and when did each stage take place?
Lou: SHOOTING: We spent three months shooting in Madrid (August through October 2000) -- eight weeks of that was Terry's pre-production, one week was the brief production period, and the remaining three weeks were the slow unravelling of Terry's film.

ASSESSING THE MATERIAL: In December of 2000, Keith and I watched and logged all the footage and spent a lot of time trying to figure out how to best structure the story. In March of 2001, we flew to London to gather some additional interviews and to shoot staged readings of scenes from The Man Who Killed Don Quixote -- our solution to the question of how to visualize scenes from a film that didn't exist.

EDITING: Our editor Jacob Bricca came on board at the beginning of March 2001, and we spent the next 8 months editing -- through October 2001.

FINISHING: November 2001 through January 2002 were spent on all of the final but crucial steps to complete the film: Chaim Bianco and Stefan Avalos delivered their finalized animations; Miriam Cutler finished scoring (she had started in July) and recorded all of the music; Michael Kowalski did all of the sound effects editing and the sound mix, and Keith and I did the final video mastering. Then, in mid-January, we shipped the finished video masters to London, and Lucy oversaw the transfer from video to 35mm film. Three days before our world premiere at the Berlin Film Festival, Lucy boarded a Berlin-bound plane with the just-completed 35mm print as her carry-on luggage -- there's nothing like keeping it all exciting up to the last minute!

What external funding did you secure?
Keith: Fortunately for all of us, after about a month of impoverished production in Madrid, Lucy Darwin made a connection with Gerald and Jacqueline Curtis of Eastcroft Productions who agreed to finance most of our budget. We were extremely lucky to work with investors who had the patience and generosity not to interfere in the creative process at all. Even after it became clear that Terry's film was headed quickly down the tubes, the Curtises held fast in their commitment to the project. Not the case, however, with one of other investors (Canal Plus, France) who backed out of our project as soon as Gilliam's film hit the rocks.

How much of the pre-production of Quixote did you capture on film?
Keith: We were in Madrid for eight weeks before the start of principal photography. Our original intent had been to document as much of the pre-production process as possible. With The Hamster Factor, we had devoted about 45 minutes of the film to the very rarely documented aspects of post-production. We wanted our new project to cover the uncharted territory of pre-production and how a film gets off the ground -- mostly because it was a part of the filmmaking process about which we were very curious.

What key events in the demise of Quixote have you captured on film?
Lou: Most of them. Of the doco's 90-minute running time, the last hour pretty much chronicles one obstacle after another. One of the interesting discoveries in the editing process was to see how many events that seemed insignificant at the time, turned out to be signs of the production's vulnerabilities.

How is the film going to be distributed?
Keith: IFC Films is the distributor for all of North and Latin America, and they intend initially to seek a limited theatrical release. In the wake of a veritable "feeding frenzy" at the Berlin Film festival, we're currently considering multiple offers from all of the other major territories.

Lou: But wherever you may reside, you can expect to see the film on the festival circuit, in limited theatrical release, and eventually on TV and DVD/home video.

What camera and sound recording did you use?
Lou: The film was shot mostly with a Sony PD-150 DVCAM camcorder, though we did some interviews and the staged script readings with a JVC DV-500. Sound-wise, we kept Terry leashed to a Lectrosonics wireless kit with a Tram microphone (which he NEVER shut off). Other audio was gathered with a Sennheiser ME-66 on the camera or an ME-67 on a pistol grip, We never boom scenes because of the intrusive nature of a boom.

How does your relationship with Gilliam compare on this one vs that during "12 Monkeys"?
Keith: Terry has become a friend since The Hamster Factor. On that film, we were fresh out of film school, seven years younger, and a bit in awe of Terry as well as the whole Hollywood film milieu. This time around, we had spent enough time socially with him that we were able to achieve a kind of intimacy and access that never would have been possible on 12 Monkeys. This was one of the reasons we wanted to document another of Terry's productions. The first time with any documentary subject is always something of a trial run. The Maysles brothers did a second film about Cristo, after all.

Lou: Not only did our established relationship with Terry give us a greater level of access to him during the process, but it also set a very good tone for the rest of the crew. When someone like Terry expresses his trust in you and just ignores the camera, it makes everyone else a bit more at ease. Many of the crew members had already seen The Hamster Factor (and if they hadn't, we gave them a copy), so they knew the type of film we would probably be making -- that it wasn't going to be a studio-style publicity piece, and that it would be a bit more 'warts-and-all.'

But where our experience with The Hamster Factor proved additionally helpful was that Phil Patterson, the first assistant director on "Quixote", had been the second assistant director on "12 Monkeys". Having an established relationship with him was crucial to Lost in La Mancha as he was part of many of the key scenes in the documentary and really becomes the other main character in the film. We like to think of him as Sancho Panza (the realist) to Gilliam's Quixote (the fantasist).

What was your relationship with the stars?
Keith: As you can see in the film , there wasn't a great deal of opportunity to have any relationships with the cast. They weren't in Madrid or on the set for very long. We were impressed, however, with both Johnny Depp's and Jean Rochefort's comfort in front of our camera. Compared to a lot of actors we've filmed on sets, they were both very laid back. And Johnny Depp is a rare case of an actor who's even better looking in person.

How did you get on with the French producer?
Keith: René Cleitman was initially a bit awkward with us, as any self-respecting producer should be around a couple of nosy guys with a camera. He was ultimately very cooperative, however, and never shooed us away from any controversial coverage. The Executive Producer, Bernard Bouix, was also very helpful and supportive of what we were doing. Bernard gave us some of our better "Gilliam as Quixote" quotes and would cheer us up on a daily basis by referring to us as "Mes Seigneurs" anytime we'd enter the production office.

How did you prioritise what was in the final cut of the movie?
Lou: Our editorial method began with us discussing the footage and agreeing on what we thought was the most dramatic moment that we had captured. Even though the raw material comes from 'reality', once it's shot, we try to start thinking of it almost like a fiction film -- with main characters, story strands, a plot that builds to a climax, and a resolution. Once we had agreed on 'the most dramatic moment', we positioned it as the climax of the doco. Then we watched all of the footage and made a list of what we thought were the best 20 scenes, and tried to figure out how these scenes could be arranged to build to the climactic scene. It sounds easy. It took eight months.

Our editor Jacob Bricca would cut versions of the individual scenes, and then we spent a lot of time with him just shuffling scenes around to see how to make the story flow properly. We showed various versions of the cut to friends and colleagues for feedback, and then also worked with a couple of editing consultants for a few days.

One of the problems that we had confronted was that we had never anticipated Terry's film collapsing, and our raw footage shows it. We had a lot of footage that followed various details of scenes in Terry's film, and much of that footage had little consequence in the new story we were telling.

In the end, the doco contains 19 of what we had called the 20 best scenes. In hindsight, their arrangement seems obvious, but coming up with the sequencing of scenes and all of the connective material (smaller scenes, soundbites, and narration) took a lot of mind-numbing work.

Keith: One of our biggest editorial challenges was understanding what would be the "narrative image" of our film: in other words, what an audience would already know from festival synopses or reviews. It took a while to accept that people would watch our film with the foreknowledge that they'd be witnessing the collapse of a film. In earlier cuts, we had foreshadowing of the disaster to come and a lot of characters telegraphing their impending senses of doom. As it turned out, although this was the reality of the situation that Terry and his colleagues were all a bit wary of the constraints of the budget and schedule, our test audiences didn't like the characterization of potential failure. They wanted to believe in the project, to feel Terry's passion for it, before launching into a series of painful catastrophes. So, that was the big editorial lesson.

We also, in a sense, constructed the whole film with one shot in mind. It's the shot of Terry watching rushes after Phil Patterson has quit the project. His expression was one of utter despair, and we'd never seen that kind of look on Terry's face before. We would review our dailies almost every night, and when we saw that shot we knew that it was the emotional climax of our film. Everything we cut was somehow working towards that moment, and it took us a while to grasp that that moment would have the most impact if the audience never believed that such a moment would be possible.

What are you tackling next?
Keith: We have a whole stockpile of film projects that have been awaiting the completion of Lost in La Mancha. Lou's been honing his fiction skills with a strict regimen of one short film a month for the past six months. He joined an LA-based collective called Group 101. I've been working on a couple of short stories which Lou and I would like to adapt for the screen. We've also been developing a feature script with Jericho Entertainment which we'll be ready to shop around very shortly.

I say this a lot, but our filmmaking heroes are those few filmmakers who've consistently shifted back and forth between documentary and fiction projects--filmmakers like Werner Herzog or Wim Wenders. What most industry people don't seem to appreciate is the ways in which these two types of filmmaking inform and support one another. Documentary filmmaking is storytelling, after all. It's like the reverse of fiction filmmaking. You write the script after you shoot. And in terms of honing the storytelling craft, there's no more rigorous exercise than trying to edit something without a script. Making verité documentaries, you also spend a lot of time studying people's expressions and emotions. Studying the elements of "character" that are difficult to invent.

All of this is a long way of saying, we're ready for fiction again.

Lou: But we'll be steering clear of anything having to do with Don Quixote. It truly is a jinxed project, and if you think about it, it makes perfect logical sense. It's the story of a person trying to achieve a beautiful and fantastic vision but ultimately having to accept its impossibility. Making a film is hard enough as it is, but making a film about that subject -- well, the story can only start to rub off on you sooner or later.

Did you enjoy it?
Keith: What is "enjoy?"

Lou: We very much enjoyed: - getting to watch Terry work (I can't imagine a better filmmaker to learn from); - shooting a documentary about a filmmaker but not having to deal with a paranoid Hollywood studio publicity department; - being in Spain for 3 months; - and getting to make a film that we really like. Even though it is a documentary, we like to think of it as our own adaptation of Don Quixote. Or as the real-life version of Fellini's 8 1/2 (one of Terry's and our favorite films).

We did not enjoy: - watching Terry's film collapse. This was the hardest part of the process because at times, hanging around with the camera started to feel exploitative. As a filmmaker (in either fiction or documentary), you're trained to look for conflict because that's what makes for good stories. But as a documentary filmmaker, it can become difficult to watch your subjects deal with conflict. When you spend so much time chronicling people's efforts, you want them to succeed, and when things start going wrong, you find yourself wanting to put the camera down and help out. So at the same time that we knew we were getting great footage, we didn't always feel good about it.

At one point as the film was falling apart, we even approached Terry and told him that we felt uncomfortable shooting, that it seemed to us like we were just exploiting his misery. He replied, "Someone's got to get a film out of all this mess, and it doesn't look like it's going to be me. So it had better be you. Keep shooting!"

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