We immediately rolled into prep on the film.   I called my long-time producer to pitch him the project.  And then I started writing – again.


What needed to be completed immediately was a treatment explaining why this film should be made.  So I wrote and wrote and wrote – why did this film connect to me and what about it struck me after that initial read?

Desperate times.  That’s what it was.  That’s what all of the characters were facing.

What happens to people when faced with desperate times?  Do they change a person or reveal their true self?  Both, I think.  If you’re beaten down enough over and over, something must eventually snap – no matter how good of a person you were before the beating.  So if you look up from the dirt and see companies stealing money and getting away with it, is it so off-kilter to think to do the same?  Not really.  There are over 50 million poor Americans.  Don’t tell me that most of those 50 million aren’t trying like hell to change their lot.  What’s the right thing to do when you’re stuck at the bottom and the top keeps pushing down?

What’s fascinating is that no matter how bad things get no one thinks to band together against the entities screwing them over – most look inward.  Why not rise up together…?  50 million is a pretty big number.  I’m sure we’ll look back at this time and wonder the same.  Yes, these are big themes.  But really it’s about two desperate men vs. the system.  Sadly, they’ve got the same goal, but they’re working against each other.

We see this all the time – the poor robbing and killing their fellow poor.


Knowing I wanted an area that felt a little dilapidated, Southern Minnesota was the first region of the state I checked out.  There were great buildings and towns, but the best ones were well over an hour outside of the city.  My goal was to find all of the necessary locations relatively close to the Twin Cities.  This was for two reasons – prep would be a little simpler if everything were grouped together.

Location scouting is one of my favorite parts of the process – it’s not often I get the chance to do it myself, but I love doing it.   A major problem with hiring someone to do it is most scouts look for exactly what you tell them to look for – that’s fine, but I think location scouting should be approached more like casting.  A good casting director will take notes as to what the director is looking for, but then they’ll throw in folks who are completely off type from the spec.  This can net surprising results.  Our requirements for the various locations was tough – a couple run-down farms, an old school gas station, a small town, and loads of country roads.  Well, it was tough with the added requirement of keeping it close to the city and in close proximity to each other.

After I did the first day on my own, uncovering a couple interesting spots, Chad and I hit the road together.  We crisscrossed hundreds of dirt roads, dead ends, and never-ending two lane highways.  We had one amusing encounter on day three.  There was a dilapidated farm that seemed abandoned – on it was a shack that looked promising for our first scene.  So we parked and strolled onto the property, announcing ourselves as we ambled up the driveway.  This is why it’s good to scout with a buddy – anything could happen walking up to a place like this.  Most of the buildings were falling apart – weathered beyond repair.  And up on a heavily overgrown hill (almost like the house above the Bate’s Motel) was a house.  From a distance it seemed to be in about the same condition as the rest of the buildings.

Right about the moment we concluded the property was abandoned we heard a dog bark – it was threatening, but not exactly scary.  When I finally spotted the source, a chubby little beagle, I was more curious – was there someone living here?  That’s when I saw the owner – he was standing outside his barn, completely still.  It was probable that he’d been there the entire time and I glanced right past him – his tattered clothes blended right into the background.

“Excuse me,” I called out.

No response.

“Excuse me,” I called again.

Nothing.  As I’m calling to this guy I continue walking towards him.

“Excuse me,” I continue.  “We’re producing a film in this area and we’d love to talk with you about shooting a scene on your property.”

“Uh, huh,” he finally says – as though he were waiting for me to get to the point that entire time.

I went on to explain some more details, the dog continuing to yap the entire time.  After waiting a couple moments for a response and getting none I asked again, “Is this something that might interest you?”

“Sure,” he said.  “What kind of cash are we talking about?”  He was the first one to ask about compensation.  And I said we had a small budget, but we could figure something out.  Then I asked for his phone number to get in touch.

“I got rid of it.”


“Yeah.  Damn thing wouldn’t stop ringing so I got rid of it.  Always sales people anyway.”

Then I asked for his exact address.

“I don’t have a mailbox.  Just put my name on an envelope and send it to town – they’ll get it to me.”

This is how things work out here.

Chad and I continued our search.  While driving around we continued our discussion about the script and the bigger picture.  At this point I had passed the script out to a bunch of trusted readers and collaborators.  I was getting great reactions to the material.  I knew there was something about this story that would resonate.  So I started pushing Chad – what else could we do with this story, these characters, settings, etc.  I didn’t really want to expand this story into a feature, but it felt like there was something else we could do in this universe.  The initial seed was planted.  After we wrapped up a week or so of driving around the southern part of the state we pulled off the freeway and decompressed on a couple go-karts.  Our search had yielded some promising results, but nothing 100%.


Continuing Prep

Back in Los Angeles location scouting proved to be a little trickier, but Chad and I worked out a system that worked all right.  During the day I spent hours scouring Google Maps, peering at overhead views of towns, trying to get a sense if it was worth visiting.  If it were, I’d search a 10-mile radius around it for gas stations, farms, and shacks.  It was a challenge as I didn’t start with a grid or anything – I just dropped into an area and started looking.  After nearly a week of this and countless hours we had some decent options.  So Chad went out with his camera and my detailed guides.  Eventually we found our location – Foley, Minnesota.

We had momentum going into the fall season.  It wasn’t a lot of prep time, but if we wanted corn in Minnesota, we had to shoot the film before October.  And I figured this was a short and I didn’t want to wait another year to shoot.

Back in Los Angeles I spent an afternoon with Lyle looking at his own wardrobe – something I love to do whenever it’s possible.  Clothes owned by an actor hang a little more naturally.  While Lyle and I were going through his clothes we discussed some of the scenes.  Specifically, we talked about the moment where Lew snatches the gun from Linus.  Lyle had me sit down opposite from him and try to take the gun back from him – as if I were Linus.  Instead of letting me take it Lyle held it for a beat, forcing me to make eye contact with him and share a deeper moment.  It let the audience know – on a subtle level – who was really in control…

Finding the right cinematographer was another hurdle.  I needed someone who responded to the story in an emotional way – someone who understood character and story arcs.  This wasn’t going to be about flashy visuals.  Actually, I wanted the film to be shot simply – I wanted it to be a very still, dirty film.  My main reference was Badlands.  In that film there’s a calm, understated feeling to the visuals.

Todd Somodevilla came into the picture through Steve DeVore – the two had done a commercial project together earlier that year.  So we sent Todd the script and his response was exactly what I was hoping for.  His passion for the material immediately hooked me.

We spent a decent amount of time on the phone talking through our approach to the film.  Camera movement, filtration, lenses – we went through it all during these calls.  Immediately, it was clear we shared a very similar vision regarding the film.  And with a timeframe as tight as our own that’s of crucial importance.  As a side note, when I originally started mapping out the visuals for the film my ideas were way too over the top – had we tried to pull off all of my initial ideas as to how to shoot this we would’ve been in production twice as long and I’m not sure the film would’ve benefited.  Reading through my initial notes I think the visuals might’ve gotten in the way of the story and its simplicity.  To see what I’m talking about check out the section Crafting the Look.  There are loads of elements that stayed consistent, but a lot of it evolved during this part of the process – in a good way.

After a lot of discussion we decided to shoot the film on the Alexa using older Hawk Anamorphic lenses (something I’ve never done before).  We were trying to create a sense of the landscape and the smallness of the characters in it.  In addition, it felt like the film should feel older and unpolished.  Having the imperfections of older glass seemed like the right approach.   It gave the film a run-down feeling – perfect for the tone of the story.