From T2 to Indie Film: Behind the Neo-Noir Thriller Proof Sheet with Richard Kilroy and Keith Clark

Send us Fan Mail

When a director like Richard Kilroy goes from creating matte paintings for the visual effects of some of the biggest movies of all time like Terminator 2 and Titanic, to directing his own indie thriller, you know there will be some inspiring visual effects and fascinating behind-the-scenes stories. Richard and his editor Keith Clark join host Paul DeNigris in discussing the magic behind their indie neo-noir Proof Sheet. Visual effects were used to not only help convincingly set the film in 1999 Los Angeles, but also to create a lived-in world peppered with the evocative imagery of the film noir genre. Reflections, mirrors, frames within the frame, and most importantly the tools and techniques of the photochemical process all play a part in laying the groundwork for a twisty and satisfying mystery - and VFX is a big part of that puzzle!

Proof Sheet official website: https://www.proofsheetthemovie.com/

Hosted by Foxtrot X-Ray’s founder and “chief pixel pusher” Paul DeNigris, who brings to the conversation 30 years of experience in both independent filmmaking and visual effects, as well as 20 years of experience in teaching all aspects of digital filmmaking at the university level.

For episodes, transcripts, and more, visit http://vfxforindies.com

For more information about what Foxtrot X-Ray can do for your film, visit https://foxtrotxray.com

Episode Transcript

(00:00):
It's 1999 in Los Angeles, a beautifulwoman in trouble and an incriminating

(00:02):
roll of film send a photo lab worker on aninvestigation into a dark world
of sex, secrets and murder in Richard Kilroy'sneo-noir thriller, Proof Sheet,
on this episode of VFX for Indies.

(00:37):
Hello and welcome to this episodeof VFX for Indies, the podcast about the intersection
of visual effects and independentfilmmaking. I'm your host, Paul DeNigris,
VFX artist, filmmaker and CEOof Foxtrot X-Ray, a boutique visual effects company.
With me today are two of the filmmakersbehind the neo-noir thriller Proof Sheet.
We've got editor Keith Clark andwriter-director Richard Kilroy.

(01:00):
Welcome to the podcast, guys.

[Richard Kilroy] (01:01):
Thank you.

[Keith Clark] (01:02):
Hello, Paul.
Thanks for having us.

[Paul De (01:04):
Thanks for being here.

[Keith (01:05):
Looking forward to this.
Yeah, I've been looking forward to talkingabout this film with, uh, with you guys
and, uh, and sharing some of the, uh,the journey that you went on to get
the film made, uh, with our audience.
So why don't we just startwith quick introductions?
Tell us who you are and give uskind of like the, uh, the cliff's
notes, if you will, of your career.

[Keith Clark] (01:22):
Okay.
All right.
Uh, Keith Clark.
I'm an editor.
I also am a filmmaker that doesa lot of documentary stuff,
a lot of behind the scenes.
Documentaries on movies, that'skind of like my usual day gig.
Uh, but I have crossed over intosome narrative stuff as well.
Uh, the most recent stuff that I've workedon, uh, was The Empty Man, a Fox horror

(01:43):
film that, uh, you can find out there.
Or, I guess it's now technicallya Disney Fox horror film.
Um, uh, that's actually how I met Richard.
I knew, the guy that wrote and directedthat is a guy named David Pryor.
And we've been friends for about 20years, and I know David and Richard
were friends for much longer than that,even so, I would always hear about

(02:04):
Richard, but I somehow over the 20year period, we'd never actually met,
but, uh, during the, right when thepandemic started up, my friend, David
had sent me an email to saying, Hey, uh.
Do you know anybody that might beinterested in cutting an indie feature?
And I was like, yes, of course Icould, I'd be interested in that.
He connected me to Richard andyeah, we had a great conversation.

[ (02:26):
That's funny and coincidental because a mutual friend named David
also introduced me to Richard.

[Richard Kilroy] (02:31):
That's right.

[Paul DeNigris (02:31):
Different David.
David Stipes, who my, uh, viewersand listeners might remember from our
Star Trek episode, our premiere episodea few weeks back, he introduced me
to, uh, to Richard and, uh, that'show we got involved with Proof Sheet.
So Richard, why don't you tell us aboutyourself and, uh, and some of your
career highlights, and I know your careeris long and varied, uh, keep in mind.

(02:53):
We only have an hour.
So give us theGive us the short, the short elevator
speech, even if it's, I guess, a tallbuilding with a long elevator ride.

[Keith Clark] (03:01):
Nice.

[Richard K (03:02):
I would have written you a shorter letter if I had more time.
Well, I startedout making short films.
Uh, they all always had visual effectsin them for some reason and fantasy
stories, and then I got into theater.
I was directing theater.
And then, um, I've been peddling thisscript for a long time, this neo noir.

(03:27):
And, uh, in the interim, I workedon a lot of visual effects.
So I did Titanic, I did,uh, Terminator 2, Rambo 3.
In the Line, not In the Line of Fire,the other one, Clear and Present Danger.

[Keith Clark] (03:40):
Right.

[Richard Kilroy] (03:40):
Yeah.
I forget what movies I worked on.
So, but yeah, so I was a matte artist.
I was a model builder, scenic artist,a blueprinter, you know, whatever
this company that I work for primarilywould hand me, I ended up doing.
So I was like, Oh, today I'm a matte artist.
Okay, fine.

[ (03:58):
And it was all pretty much in the pre digital sort of VFX world?
Most of this was photochemical.
Yeah, yeah.

[Keith Clark] (04:03):
Old school.

[Paul DeNigris] (04:05):
I love how humble you are, Richard.
You're just like, yeah, I worked on, youknow, Titanic, you know, only a bunch
of the, the highest grossing moviesof all time, you know, on your resume.
That's fine.
It's no big deal.

[Keith Clark] (04:19):
The nuclear, the nuclear blast
sequence in Terminator two.

[Richard Kilroy] (04:22):
Yes.
Yeah.
The nuclear nightmare, yeah.

[Keith Clark] (04:25):
People have heard of that one or seen that.
I think.

[Paul DeNigris] (04:27):
Yeah, I've seen it once or twice.
It's pretty good.
Um, a lot of my, a lot of mycontemporaries in the VFX, uh, industry
were inspired by, by those films andyeah, there's a lot of, a lot of people,
a lot of people fan boy over, uh, overThe Terminator... particularly Terminator 2.
I'm a, I'm a massive Cameron fan.

[Richard Kilroy] (04:47):
Me too.
Yeah.
His, his run of movies has been,uh, incredibly impressive, uh,
kind of a singular achievement.
No, nobody else, nobody elsemakes them like Jim Cameron.
That's for sure.

[Ke (05:01):
We wish he would make more.
Right.

[Paul DeNigris] (05:03):
Yeah.
And absolutely.
Um, but Hey, we're the beneficiariesin a lot of ways, right?
A lot of the, uh, the technology that,that he forced to have
developed on previous movies.
Uh, you know, we, we now use as a little,you know, boutique shop running out
of, essentially running out of my, uh,you know, another bedroom in my house.

(05:25):
Um, you know, so technology that wascreated for Avatar, we used on your movie.

[Richard Kilroy] (05:31):
Right.
That's amazing.

[Paul DeNigri (05:31):
Wildly different.
But, uh, yeah, we sort of owe that to,uh, to Cameron and his, uh, and his team.
So that's, that's really,uh, really kind of cool.
It's, um, the whole VFX industryis very, um, tightly connected.
You know, we all, we allend up knowing each other.
We all learn from each other,which is really, really nice.

[Richard Kilroy] (05:49):
No, when I started out as a matte painter, I always
wanted to do that because of Star Wars.
You know, the Ellenshaw paintingsand all that, and Yuricich.
And I realized, it dawned on me, at thattime when I was doing that painting,
there might be less than a hundredpeople on the planet who do this job.
And now, of course, that's changedwith the whole digital revolution.
But at that time, traditional Matteartists, we all knew who we were.

(06:12):
We had a little clique.

[Paul DeNigr (06:13):
It must've been a, it must've been an incredible time,
you know, because, uh, in a lot ofways, you guys were writing the rule
book, you know, for what we do now.
Right.
Um, a lot, a lot of the digital, evenaside from the, the, you know, the
Avatars that create all this new digitaltech that kind of rippled downstream
to, to these, you know, um, uh, indieshops and indie films and whatnot.

(06:37):
But, you know, the concept of a mattepainting is, you know, it's just,
it's still a term we use today, right?
A lot of the, um, theterminology, a lot of the techniques.
They're happening in the computer now.
They're not happening in theanalog world, but you guys were writing
the, writing the book on, on how to dothat during, uh, during that period.
So, uh, you know, the whole,the whole industry is, is definitely

(07:00):
indebted to, to that, those pioneersthat really have been, have been
doing it since, uh, since star Wars.

[Kei (07:07):
I was just going to say on the matte paintings, the interesting thing
about, um, seeing that transition, causewe're all sort of of an age where we saw
the, saw VFX really evolve betweenStar Wars and something like Avatar.
Obviously it's a huge, huge differentworld, but the behind the scenes
documentary stuff that I've done has,interestingly, I've, I'm not a visual

(07:28):
effects guy at all, but I love visualeffects and somehow I've managed to
get this interesting education throughall the behind the scenes stuff.
I've worked on a lot of DavidFincher's movies with David Pryor.
So really got to sort of seehow he did visual effects and
visual, invisible visual effects.
I've sat in an edit room withHarrison Ellenshaw, make editing a

(07:50):
documentary about his father, Peter,and basically the entire sort of
early industry of, of matte paintings.
I've sat in an edit bay, somehow,for like an afternoon
with Ray Harryhausen.

[Richard Kilroy (08:02):
That's amazing.
Editing a collection of his originalshort films that they released on
DVD in the early 2000’s.
And they're all geniuses and you just,it's amazing to see all that stuff.
So that stuff's, even though it'sgone and it's not how people are
doing visual effects anymore,how they used to do it is
every bit as valuable to know.

(08:23):
Uh, and understand as itis how things are done now.
Cause it all, it's the samething, just different tools.

[Richard Kilroy] (08:29):
I got to meet Linwood Dunn.

[Keith Clark] (08:31):
Oh, nice.
You know, uh, Mighty Joe Youngand, uh, West Side Story did
the matte paintings for that.
And he had a shop and hewas just still, yeah, great.
Yeah.
So we still have a lot of lovefor visual effects, which is funny
because you, you then did not writea movie or direct a movie that
was visual effects heavy at all.

[Richard K (08:49):
No, cause I'm weird.
I, I took my theater background and.
You know, I, I love interpersonalrelationships and so that
dialogue fascinates me.
So I'm, I'm of five different minds, so,which is why I don't have any friends.
I think

[Paul DeNigris] (09:08):
I find that hard to believe.

[Richard Kilroy] (09:10):
Thank you.

[Paul DeN (09:10):
Well let’s talk about Proof Sheet because you're right.
It is, it, it is not avisual effects heavy movie.
It's not what one would consider a VFXmovie, but it's got 50 VFX shots in it to
help tell the story and it's, and, andthat makes it a really good test case for
this podcast and the missionof this podcast, right?

(09:34):
It's to, it's to educate independentfilmmakers about the VFX process.
So yeah, the, these are filmmakers whoaren't making Avatar, but they're making
something much more like Proof Sheet,a few characters, very dialogue heavy,
you know, very often in the crime genre.
Um, and VFX can help them, uh, helpsmooth out some of the edges, right?

(09:56):
Because indie filmmaking moves fast.
We miss things or things aren't justaren't able to get done on our time, uh,
on our schedule and on our budget.
And so, um, VFX, you know, comesin to the rescue at the end.
So give us a quick, you know, synopsisof Proof Sheet and maybe, um, tell
us just a little bit about, youknow, the inception of the project

(10:18):
and how it, how it came to be made.

[Keith Clark] (10:20):
Yeah.

[Richard Kilroy] (10:20):
Yeah.
Okay.

[Keith Clark] (10:21):
You want me to try to help you with the
synopsis?

[ (10:23):
Yeah, because I go on and on.
Well, I think, yeah, your introcovered it, covered it great.
But, but I could tell you what, whatI loved, what, the way I describe
it or pitch it to people is, it'sa, it's a throwback neo noir.
I also call it a Latino giallo,uh, because it sort of has some
aspects of that, and the whole filmis set very much in the sort of

(10:43):
Latino culture of East Los Angeles.
With a predominantly Latino cast.
And I thought that was all reallyinteresting and on the page.
You never, you never readthe script, right, Paul?
We, you, by the time we met up with you,we had a cut.

[Richard Kilroy] (11:00):
I just want to interject one quick thing.
Eduardo Santiago co wrote it with me.
So it's a co-write.

[Keith Cla (11:06):
But it was very, the thing that appealed to me about it
was that it was very much a, a fun,very small, interesting throwback to.
A specific type of 90sthriller or 80s thriller.
I, it reminded me a lot of, of,uh, Blow Out, the DiPalma film, uh,
but with a younger protagonistand an interesting sort of thing.
I love photography.
The main character, you know, is a,is a photographer who

(11:30):
works at a photo lab at a time, rightat the end of basically, you know,
chemical film and paper film and filmprints before digital had taken over.
So all of that was pretty appealing to,to me of like, just thinking that's
something I want to see on screen.

(12:36):
It presented a huge challenge forthese guys, which what was, you know,
as an editor, I don't care aboutit because none of it affects me.
I only get the footage when it'sbeen shot, but the challenge of
doing a low budget film set in 1999.
I mean, that alone...

[Richard Kilroy] (12:52):
It’s suicidal.

[Kei (12:53):
Is it's not a, it's not an easy thing to do, but...

[Richard Kilroy] (12:58):
35 location changes, 32 speaking parts.
What was I thinking?

[Keith C (13:02):
It’s ambitious, but it paid off and they shot it in a
way that they weren't relianton a lot of visual effects.
Um, they shot it with a very stylizedlook, a lot of shallow depth of field, uh,
you know, they weren't locking up streets.
They weren't locking up, you know,traffic, they weren't able to
roll in a semi full of 1999 cars.

(13:23):
Uh, so there was a lot of stuffthat's sort of being avoided,
cut around, out of focus.

[Richard Kilroy] (13:28):
But we had to be very clever with that.
Yeah, because you know, you, wehave no control over a background.
That was all we couldcontrol foreground only.
When we were outside in the wilds, youknow, and so we could get period costumes,
period cars to be right in the foreground.
But after that, it's, you know,what is out there is out there.
But luckily, you know, ourDP, Jonathan Pope, he did a

(13:49):
great job capturing all that.

[Keith C (13:52):
it's a, it's sort of a proof and a testament to the fact
that story really is king and storyand the performances are always
going to be the most important thing.
And if you're able to get that rightand get that good enough, everything
else can sort of fall into thebackground and just support that stuff.

(14:12):
And you can truthfully get away witha lot, uh, on very little money.

[Richard (14:16):
Yeah, we did a lot of cheats and at some point, I would love
for you to talk about the splits you didin the editing because those were great
saves on just timing of the performances.

[Keith Cl (14:28):
Yeah, that's a that's a very typical practical thing with
editing that every it's just now gettinginto where indie filmmakers can do it.
I mean, obviously, we all sort ofstarted hearing about split screen and
intra frame editingI think it was when Lucas was doing
the prequels and George Lucas, and hestarted toying around with splitting
up the frame and manipulating theperformances and on a VFX heavy film

(14:50):
that makes a lot of sense.
And I know Fincher really got intoit, uh, with sort of the micro, micro
editing and changing things around.
You have to be careful with it.
Uh, we did a lot of it on The Empty Man,but on Proof Sheet, we had to be judicious
with it because there's times where youcan do a split screen and it's an optical
effect or the modern equivalent of anoptical effect that you would do in the

(15:12):
DI, and it's not that hard for them todo, your colorist can sort of just put
them together, but if there's any sortof bouncing on one side, it gets to be
problematic, and then all of a suddenyou're kicking another shot to VFX, and
we didn't have a lot of luxury of, oh, wecan just throw another shot to VFX because
their budget and some real producingchallenges on this, on this film.

(15:35):
You know, we were, by the time we got,I mean, you know how it is, right?
By the time you get to post shitrolls downhill and it all comes
to a head in post and all of asudden there's not money for a lot
of things that you had originallyplanned to have more money for and
VFX was definitely one of those.

[Pau (15:55):
We did do a, uh, a handful of those, uh, split screen shots tha you’re talking about.
And, and for the audience who maybeisn't aware of what, uh, what Keith is
talking about, the idea is, uh, and theexample I always use is let's say you
have two actors in a shot and maybe theyare, they work at different rhythms.
Maybe actor A really nails, nails thetake and starts to really feel like

(16:18):
the character and feel comfortable withwhat's going on at like take three.
And actor B.
Maybe right out of the gate, take one.
They were dead on take two.
They were dead on by take three.
They started to get stale.
Well, now, as the, as thetakes roll on, you've got one
actor that's getting better.
1 actor that's startingto lose their energy.

(16:38):
Well, how do you make thatwork within the same frame?
Obviously, with in separate close ups.
You're picking the right takes andpiecing them together, but when they're
in the same frame, you end up eithercompromising one actor's performance
or the other, or you chop the framein half and you use actor A from the
take where they're really great andactor B from the take where they're

(17:00):
really great and you put them together.
If the camera's not moving, then as Keithsays, It's something that the colorist can
really, really do easily in what's calledthe digital intermediate or the DI.
When the camera's moving, or even if it's justsimple pan tilts, camera shake, then it's
a matter of coming to VFX and we stabilizeone side of the equation and then marry it

(17:24):
to the camera movement in the other side.
Um, and sometimes it's even actors fromthe same take where you just want the
response to happen faster, ormaybe a couple of times we did
this on Proof Sheet for continuity’ssake, you had your young lead.
He, where his eyes were, when he lookedup, when he looked down, got changed

(17:48):
based on how the rest of the edit aroundthe, that frame was happening, right?
So that where his attention wasand where his eyes were looking was
actually being manipulated in the edit.
And then sometimes withinthe, within the frame.
So, yeah, it's, it's a common thing.
We do it a lot nowadays and I knowthere's a lot more shots in a lot more

(18:10):
films than the ones that we touch.
I know there's a lot of this going on.

[Richard K (18:13):
Well, as a director, that's really a great
new tool because that's somethingyou used to have to live with it.
You go, well, it's a two shot.
I have to live with, you know, thisone who's always giving five second
pauses after every sentence they say.
You know, it's just like a badhabit or something, or it's
just a rhythm they fell into.
And now those things canbe, you know, finessed.

(18:34):
Yeah,

[Keith Clark] (18:34):
We had some good split screens.
I believe, like, the one I always thinkof is the conversation, uh, with our
main character, Angel, and a characternamed Bernadette outside the church on
the street, we had to do some specificstuff there for continuity of his arms
and the way he was holding a backpack.
We had just got gotten intosome trouble during the shooting
and it just didn't match.

(18:54):
So we, we did splits.
I think we did a little what you call alittle rock and rolling where the right
side of the frame is moving forwardand then it's moving backward, but you
can't tell, to sort of make it last.
But yeah, you do that stuff all the timeand you can do it now fairly
easily and fairly cheaply.
Uh, and it does,it allows you to fine tune
things and make your movie betterwithout having to fall back on

(19:18):
you got to go into coverage and it'sjust close up, close up, close up.

[Richard Kilroy] (19:21):
Right.
Because as Indies, we can't do a hundredtakes like a, like a Fincher or Nolan,
until we get exactly what we want.
Sometimes you have to settle forthree takes, but because we've got
to move on, we've got to shoot 10pages, 12 pages, 18 pages today.

[Richa (19:37):
Oh, you were on our set.

[Paul DeNi (19:41):
No, I wasn't on your set, but here's, here's the thing,
as I've mentioned before, when, um,when David Stipes introduced us and,
uh, and Richard, you and your team,uh, sent me the information about
here's the film, here's what it is.
and when I saw neo noir thrillerset in the late nineties, I
went, oh, this is my movie.

(20:02):
This is, this is my jam.
This is what I'm all about.
I love film noir.
Um, I, you know, like, I mean, ifyou look over my shoulder, I've
got the Maltese Falcon, I've gotDeckard's gun from, from Blade Runner.
Um, I made a noir almost a coupleof years later than Parushita said.
2001, I filmed a noircalled The Falls, which

(20:25):
was about a young videographerwho, fill in the blanks...
He gets sucked into a webof sex secrets and murder.
My guy, David, is his name in myfilm, and Angel are kindred spirits.

[Richard Kilroy] (20:40):
Okay.

[Paul DeNigri (20:41):
In a lot of ways.
So, so when I, when I saw thecut of Proof Sheet, I went,
ah, we have to do this movie.
I have to be part of this.
This is.... Noir is in my blood andanything I can do to make a, help make
a throwback neo noir, nineties neo noir.
Yeah, I’m in.

[Richa (20:57):
I mean, you know, what's so strange.
What's so strange is I didnot set out to write a noir.
That was not top of mind.
It was just, I wanted a story aboutphotos and something in the photos.
If you look closer, which I alsosort of cribbed from Blade Runner,
when Decker goes into that photo,click, click, click, click, click.

(21:17):
Well, that was one of theinspirations for this.
And I just love the ideaof it being a procedural.
But then when I was done, I realized,Oh, this is a classic noir, this
is, I didn't, I think maybe thatwas the best thing because I didn't
get precious about the genre.
I just made it.

[Keith Clark] (21:35):
Yeah.
but all the, all of yourexperience and your love of noir
is built into your brain.

[Richard Kilroy] (21:40):
Yeah.
And I, I love stealing, without myselfknowing I'm stealing, because that way I sleep at night.

[Keith Clark (21:45):
What you were just mentioning, Paul, about sort of your, your
love for noirs and your enthusiasm, how itessentially prompted you to take the gig.
I love hearing that.
And I think that is, uh, it brings up agood point that people, indie filmmakers
can be aware of is you want to, especiallywith visual effects in certain post-heavy
things like sound mixing and yourDI, you want to make sure that you

(22:10):
partner up with the right vendor, withthe right artists, with the right talents.
and it's hard because as Imentioned before, you often find
yourself financially strapped.
Um, but we knew we needed somebody good.
We actually had started visualeffects very early on in post with,
with a friend of Richard's thathe just wasn't, uh, he wasn't like

(22:31):
an everyday visual effects artist.
That wasn't his full time gigso he was maybe out of,
out of sorts with it...
and it just wasn't going to work...
and the technical communication wasimmediately going to be an issue.
And we knew we can't have that.
So we kind of had a list ofthings that we knew we needed.
We need someone that we know canexecute the work at a high level.

(22:52):
And can do it on a tight schedule.

[Richar (22:53):
And yeah, that's when I sent David Stipes that Hail Mary pass.
I said, you know, I haven'ttalked to David in many years.
I said, you know, maybe he just knowssomebody, you know, and my word,
was that the stroke of luck becauseI mean, the work is, is terrific.

[Keith Clark] (23:09):
And, and so as a filmmaker, you've
got to always sort of have your eyesopen and always be paying attention to
relationships, whether you're workingon somebody else's film or whatever,
when you meet a VFX vendor, VFX artists,and they're particularly good. Even
if you're not making a project right now,you write that down. You
get some type of relationship with that person becausegood talent is hard to find

(23:34):
in every department, especiallyat the sort of indie, at the indie level

[Richard Kilroy (23:38):
Well, we pulled so many favors, called in so many favors.
David Fryer did ouropening title sequence.
It's wonderful.
And, uh, you know, he did it gratis, you know, but it was one of thosethings that if you do an under million
dollar movie on 117 page scriptwith all those changes of scenes and
everything, you have to find miraclesand you have to find friendships

(23:58):
and, you know, basically exploiteverybody, you know... and if you're,

[Keith C (24:04):
if you're of a certain age, and you've been kicking around
Los Angeles, doing it for, doing stufffor a long time in whatever sort of.
movie studio adjacent projectsthat you're working on,
you do, you meet people and you,

[R (24:15):
yeah, and you're reciprocal.
I mean, you know, when somebody needssomething from me, I try to get back
to, you know, I'm not a jerk about it.
I hope.

[Keith Clark] (24:24):
Exactly.
Yeah.

[Paul DeNigris] (24:27):
Yeah.
So I get what you're saying about,uh, that you weren't precious
about the genre, which is great,but in a lot of ways you still.
I think because you've, you'veabsorbed, uh, it's all our tropes.
Yeah.
It's all, it's all kindof in your, in your blood.
If you've, it's assumeda lot of these movies.
Yeah.
So there's a bunch ofreally neat, uh, visual.

(24:48):
I guess the easiest way to explainthem is like optical manipulation,
which I think is part and parcelof the, you know, the noir genre.
I think about things like, you know,The Lady From Shanghai with the
funhouse mirror sequence, right?
Uh, yeah.
You mentioned, Blow Up.
Um, there's a number of, of these motifs,these visual motifs in classic noir

(25:12):
and neo noir. Broken mirrors, um, youknow, watching through glass, watching
through dirty windows, you know, right.
All of this sort of stuff and you, youguys leaned into that in a lot of ways.
I mean, one of the earliestthings we see is that.
really neat trick shot where the,uh, we're on the infinity symbol on

(25:33):
the lens and we pull back from that.
Why don't you talk about,you know, sort of like, I think
there's kind of two, two categoriesof the VFX that we did for Proof Sheet.
There's sort of the cleanup stuff, whichof which there wasn't a ton, you know. It
was likechange out this sign, you know,
change the sign on the photo lab or, um,you know, add the sign for the, the, uh,

(25:54):
the mother's makeover, little makeovercorner in the photo lab, things like that.
Those were more than likely were, um,they weren't big conceptual asks, right?
And then there were some, like I'mtalking about, like these optical effects,
like, again, looking, you know, lookingthrough loops, uh, photos being developed
that were, they're part of the plot.

(26:16):
Right.
And they, I assume they weredesigned on the page,
you know, kind of going into that.
So why don't, why don't we, whydon't we just kind of focus on
like what your process was interms of writing and visualizing
those special optical sequences?

[Rich (26:31):
Well, I know when writing the script, uh, some effects
were going to be employed.
So it wasn't a total shock that, wow,we have some effects to think about.
And it was alwaysconsidered in our budget.
And that's why we brought insomebody earlier on, but as,
as he said, it didn't work out,but, um, there's specific things.
There's a dream scene wherewe kind of, uh, see a cross

(26:53):
dissolve into the cross hairs.
Through a viewfinder of a camera.
All of that I knew was goingto have to be digital effects.
And I should qualify one thing.
Once I started directing themovie, I knew I was making a noir.
It was just in the writing process.
So then I did lean into it.
Jonathan and I leaned into it.
Then we were like, let'shave fun with this.

(27:14):
You know, then we were thinking, you know,uh, Deep Red, Dario Argento, you know,
who isn't really considered a Noir artist,but there are elements of that to it.

[Keith Clark] (27:23):
Yeah, there's a lot of overlap, obviously,
with Noir and the Giallo stuff.
Yeah, there is, yeah.
Amateur detective.

[Richard Kilroy] (27:31):
Yeah.
And there's a dress to kill where you'vegot the boy on the bike and he's got the,
you know, all of this stuff I absorbedwatching all these movies over and
over until it shows up in your movie.

[Keith Clar (27:40):
Like you, Paul, um, the, I didn't say yes to working on
this movie because they showed upwith a wheelbarrow full of money.
I'm a huge noir fan as well.
And I, I read the scriptand it was all on the page.
It's, it's, it's a great tight noir.
It really works.
It really delivers.
In that stuff that I like to see,and I feel like people aren't doing a

(28:02):
lot of that in movies lately, or notas much, uh, it was, it was a good
story to do that way.
The, some of the visualtransitions, yeah, were like the, when
he was just talking about the dream,going into the dream sequence on the
cross, while it was tricky for us tosort of fine tune it and get it exactly

(28:23):
to an end result that he was happy with,that we were all happy with, that looked
cool, but didn't look too showy or toodigital in some way, whatever that means.
Uh, that was some of the trickystuff for like that sequence.
Some of the other ones, like oneinteresting thing you, you probably
aren't even aware of is, there were other,there were two or three other sort of

(28:43):
bigger transition sequences like thatand the whole, there's a sort of the
climax of the film on the page I thinkkind of had more of an effects treatment
when he was looking at the proof sheet.
There was just more of him lookingat proof sheets and the images
coming alive and us moving into them.
And, uh, we sort of figured out whatwe could in editorial for some of that.
We simplified a lot of it, whichis a smart thing to do, right?

(29:06):
Always when you're at that stagein post, you got to figure out,
does that, you know, what, withevery particular sequence, what,
what is the simplest way to do it?
That's going to deliverthe most bang for the buck.
Um, and then there were certain, we, thatallowed us to identify specific ones.
It's like, no, we knowwe need to do something.
So like coming out of the dreamsequence, that's where we do our

(29:27):
big, the photo comes to life.
Where you did that great push in andI think that when we didn't, we kind
of had roughed something togetherand attempt something together.
That was nothing at all what it became.
And you took that one on your own, Ithink, and kind of reinvented that shot
in a way that I think works beautifully.
It was a V one approval.
And we were both like, yes,

[Paul DeNigris] (29:45):
we got to do some fun stuff where we're pushing
into the, yeah, into the proof sheet.
And the frame around.... theframe within a frame, right?
So you've got the film frame,the borders of the, of the, the
negative, if you will, kind of likepushing past the camera, as if we
we've broken that fourthwall, if you will.

(30:08):
Broken the membrane and goneback into the, the moment
that the photograph was taken.
And so it goes from being sort of 2dto almost to like feeling 3d and the
camera continues to move through.
It's yeah, those werea lot of fun because
um, again, so much of, so muchof noir is like, what is real?
What isn't real?

(30:29):
What is your perception?
Well, that's the key word perceptionthat the whole
movie is about perception.

[Keith (30:36):
And executed in a, in a subtle way, though, that it's not a
showy visual effect that says, Hey,here's the big, cool visual effect.
It's still totally organicto the movie.
Think of the tone of the movie and make surethat this isn't suddenly so outré that
it stands out as a stunt, you know,it has to feel like it's the rest of
the story and the world it exists in.

(30:58):
Right. Yeah, I, um, I, I rememberwhen I saw the screening with you guys
in Hollywood at Dances with Films, andI talked to someone after and
said, Oh yeah, I did visual effects.
And they were like, what visual effects?

[Richard Kilroy] (31:13):
I had that same conversation.
And that's great.
I love that.
Yeah.
I love that because it, becauseeverything, we were able to
achieve everything, uh, toyour spec, to what you wanted.
And it has that sort of, this was made in1999 kind of lo fi feel, not cheap lo fi,

(31:33):
but analog lo fi is what I mean, right?
It feels likeeverything happened in camera.
It doesn't feel out...
We erased our thumbprints.
Like we went in and did our thingand then erased our thumbprints
and you shouldn't know we werethere if we've done our job right.
Yeah, exactly.

[Keith Clark] (31:53):
And that's, I mean, forget indie films on any
film studio, big budget films.
That's a hard thing.
That's a hard target to hit is to havethe, the effects really be invisible.
Uh, and, and not draw any attention tothemselves when they shouldn't, uh, it's,
you know, not, not everybody can pull thatoff, but we were very, very pleased and

(32:14):
lucky to have teamed up with you for this.

[Paul DeNigris] (32:17):
Well, thanks.
I, you know, I, I, I'd love to take creditfor it, but I really think that it comes,
the success of any visual effects effortreally comes from the director, right?
It's a matter of Richard was able toreally communicate to us what he wanted.
And you Keith were also able to reallycommunicate like, okay, here's what

(32:38):
we mocked up in the, in the edit.
This is what we're going for.
This is the feel.
Um, you know, you guys werereally able to guide us.
We, you, you weren't, it wasn't acase of you dumped a bunch of raw
footage on us and said, figure it out.
Right.
Right.
Right.
Not that I've ever had anybody do that,but some filmmakers, they struggle
with the ability to communicatespecifically

(33:01):
And I call them the, uh, you know,I don't know what I want, but I'll
know when I see it, crowd.

[Richard (33:06):
Which is a nightmare.
That's good.
Thank you. Yeah.
You guys were never that, um, Andso that's, I think, why we got good
results and we got them quicklybecause of that communication.
I also suspect that, you know, Richard,you were leaning pretty heavily on
your own experience with VFX, right?
So you were coming at it from theother, from the client side instead

(33:28):
of the vendor side this time.

[Richard Kilroy] (33:29):
Right.
Soyou know, is there something that you can
think of specifically that, um, you know,your, you brought from your VFX experience
into either our communication or just thedesign of a shot or something like that?
Well, um, I knowspecifically when I, I did some
visual effects art direction too.
So if I needed to, I could sitdown and storyboard something and
say, this is what I mean by this.

(33:50):
If I wasn't getting itarticulated with words.
So that was a nice thingto be able to lean into.
I didn't have to do it often on this,so it didn't come up, but it was
always something that could give me arelaxation knowing I could, I could do
that and that it would be appreciated.
Um, but there are things that I said,I know, I know how we'll get this shot.
We, we found a location thatwe needed a big sign for a

(34:12):
psychics reading room exterior.
And we found the right house, but it hadwording on their sign that I didn't want.
And I didn't like the graphic for it.
So I knew I said, well, I'mdoing a painting of that.
And I just did a little twofoot by two foot painting.
And I think it was smaller thanthat one foot by one foot painting.
And I knew that, uh, as long as we,you know, put up a piece
of green screen thereI, so we all had that stuff

(34:33):
before we went to set.
We didn't go, how arewe going to solve this?
You know, I said, well, that's, that's how

[ (34:39):
we're going to be doing that.
And why I've never asked you that,but in, in, for that particular shot,
what was the limitation that kept youobviously time and money, I'm sure.
But what kept you from doingthat practically on set?
And we had,

[Richard Kilroy] (34:53):
uh, 30 minutes we were allowed there, right?
And it's a lot of your locations.
It was a little bit late We were yeahand that location we found the day before
so there was a lot of everybody's jumpsin to try to find locations, you know,
because I hated it when we had to shooton a location we just found because

(35:13):
there's, you know, now it's like, wait aminute, I have to be able to block this.
I have to be able to think about,you know, how I want to cover it
now that we suddenly have this otherbackground element I didn't expect.
And, but you know, that's thename of the way it was made.
You know, it's just, we'relucky that it cut together.
Very lucky.
Thank you, Keith.

[Keith Clark] (35:30):
Yeah, of course.
You're welcome.
Signage is, is one of those things.
Yeah.
For the indie, for the indie filmmakersout there, it's like you got to, you
have to always be smart when you're.
in the chaos of being on set, it's veryeasy to say, uh, throw some green screen
over there and we'll solve this later.

[Richard Ki (35:46):
Yeah, no, that's a, that's a bad way to go.
If you don't have the money, it's aterrible thing and it's a recipe for
getting things cut from the film.

[Richard Kilroy] (35:53):
Right.
When you can't afford to do it later.
Right.
So you have to be strategic andsmart about when you're gonna,
uh, employ visual effects.
And for something like that,signage is, that's a smart one.
One, you know that the cameramove is not particularly complex.
And signage is always pretty easyto throw up and look, make it look
realistic and make it look really good.
The other one that we went back and forthwith you on, I think on two or three

(36:15):
versions for, and we really dialed it into kind of what we thought was perfect
was the sign above the, uh, Photo Shop.
Which was, that one was also, it wasa little trickier, right, because
it had a sort of a vertical tilt.
Right with a little bit of maybe parallaxgoing on, but the, uh, it was interesting
to really work with you in between all ofus sort of figure out like version one,

(36:40):
it's great, but there's justsomething that doesn't look real yet.
Version 2Yeah, we're trying to figure it out.
And by version 3, it was, I think itended up being just something about
getting the right density of dirt ontothe sign and making it look sort of worn.
Yeah, I did.
My one thing is I didn't, I learned thisin, um, It's art direction, uh, if you

(37:03):
have an old building with five lightbulb fixtures, well, they shouldn't all
be fresh new bulbs, you know, so youget one that's maybe a 20 watt bulb, get
one that's, you know, so it wouldn't,because that says there's a history in
this room, you know, and so if you thinkalong those lines, that's what I wanted
for that sign, I said, it can't be blastedone solid bright white, it's going to

(37:23):
be some of the neon that is going tobe going out, you know, the, uh, yeah.
Fluorescent tube tubing is going to besputtering or something like that, or
it's just going to be dirty plexiglass.
So, and you guys got all that,

[Keith Clark] (37:36):
but it is, that was, that was a case.
It was kind of a see you'llknow it when you see it.
That was, it took a fewversions and, and we all got there.

[Paul DeNigris] (37:45):
Yeah, we took a few versions because we were
we were trying to assist intelling the story, right?
The shop is not doing well, right?
They're worried about their future.
They’re worried about the money. They're worried about howlittle business they have.
Yeah.
And so it's part of thestory that, yeah, yeah.
But the shop is a little threadbare.

(38:05):
The sign is a little worn.
They haven't cleaned it lately, you know?
Um, and, and part of my job as thepost VFX supervisor is working with
the artists and, and, and gettingHim to buy into.
Okay.
This is this is our part oftelling the story, right?
These are our minds quoteunquote in the story, right?

(38:25):
It's it's all this cumulative effect ofthese tiny little details and it really
helps sell it.
This movie has one of myfavorite weird invisible shots that I've
ever done and that's the the, the tireblowout. When Angel shoots the tire, uh,

(38:47):
and it was so, I, I, we, you guys hadsuch a novel approach to it in terms of
what you brought to me to solve that.
And it was great.
And it still surprised me thatit worked out as well as it did.

[Keith Clark] (39:02):
We need, okay, we need to actually become like a,
our own little noir detectiveconversation right now because I'm curious
myself to get to the bottom of thisbecause I remember specifically sort of
the back end of how that got figured out,but when you guys were on set, but what
happens in the shot is a character shootsIt's a very simple thing
Shoots shoots the tire out of a van andthe tire sort of explodes and deflates.

(39:27):
Uh, all within a sort of medium sizedor slightly medium wide shot that shows
three quarters of a van, kind of araking shot down the side of the van.
Um, and when editorial, it wasn't veryclear that this was going to be, uh, how
we're going to do this as a VFX shot.
I'm curious, did you guys shoot both?

(39:48):
They shot two plates of it.
They shot at one with the van in the Aposition.
Right.

[Rich (39:52):
Just, I said, well, we'll have it fully inflated.
Then we'll have it deflated.
And we'll have to do somesort of blend between the two.

[Keith Cl (40:00):
And were you thinking that that was going to just
be reference sort of material?
No, I really thought it wasgoing to be a way to blend it.
Maybe

[Richard (40:07):
my, maybe my ignorance about the post, uh, process on that
particular effect wasn't when we

[Keith Cl (40:14):
had our first meeting with you, Paul, and we've kind of.
Went through and did sort of a VFXspotting where we went through and talked
about each of the shots that we, weneeded to work when we landed on that
one, that was the one that I think youguys were the most sort of concerned about
because it was going to be complicated.
It was going to be tricky and was goingto frankly, maybe the, I won't say the

(40:36):
right way to do it, but the way a lotof people would choose to have done it.
Was, would be to, uh, say, yeah, it'sgoing to be a big 3d shot and it's
going to, you're going to have tocreate this stuff and sort of stitch
the two parts of the plate together.

[Richard Kilroy] (40:51):
Well, I mean, we gave it both options.
If one didn't work, you could have justgone from the wide where it's inflated
and then do that with the 3d model.

[Keith Cla (40:59):
But am I right, am I remembering it right that in that
conversation we were having with you,we originally started talking about it.
I don't think I had the second plate in.
I had the second plate that I was goingto give you guys either for reference
or for you to use to do somethinglike a morph, but it was, it came
out of our conversation about how dowe do this and I think at some point
you said, maybe we don't do it 3D.

(41:22):
Maybe it's a 2D thing and we can usepart of the van from this and part
of the van from that.
That's what I was thinking, butyou know, I probably presumed
too much doing it that way.

[Keith Clark (41:33):
And then I tempted with, I did an avid temp with a
morph and then I sent that to youand do a really good version of that.

[Richard Kilroy] (41:41):
Yes, it's flawless.

[Paul D (41:43):
Richard, your instincts were 100 percent correct.
It is, uh, and again, this iswhat I'm talking about, this...
This sort of lo fi analog feel to it.
Yeah.
Yeah.
Cause that might have beenthe one and only CGI shot.
Actually there's another CGI shotwe can talk about, but, um, the,
you know, sort of the one and onlyCGI effect, uh, in the movie, right.

(42:05):
And do a, do a CG tire and have itblow out all of that stuff and maybe
even replace the body of the van and,you know, photomap the textures of
the real van onto a, onto geometryand all of that sort of stuff.
Yeah.
Yeah.
But it was like, it, it's,it's an Occam's Razor thing.
It's like, let's try thesimplest thing first, right?
Let's see if that actually works.

(42:26):
Let's see if we can get something that,that the director and the producers
are happy with from the photographicmaterial, rather than starting to reinvent
the wheel and, you know, literally, pun intended.
Um, so, yeah, it, it wasn't as simpleas just morphing between two frames.
It was, um, you know, cutting pieces,the cutting the van body out of the

(42:50):
second shot, separating the tiresmorphing from one tire to the other,
doing some additional warping to createkind of like that, that bowing out,
um, of the tire so that as it deflatedquickly, it kind of flattened on the
bottom and spread out a little bit.
Yeah.
And again, like the, uh, the torn rubber,a little chunk of, of rubber flying out.

(43:14):
A visible spray of air.
It's a whole bunch of little,uh, photographic things really,
and, and pixel manipulation andno, no CGI as we, as we know it.
Um, and so it, it, it worked.
And this is a great example of, um, youdidn't need a VFX supervisor, Richard,

(43:35):
because you, you are who you are, right?
You understand how to do it.
Another filmmaker might needa VFX supervisor on set for
something like this to gohere's how we shoot it.
Here's how we shoot it so that we havethe materials to be able to pull this off.
Otherwise, it's going tobe a big thick post fix.
It becomes a thing thatyou're really going.
Yeah.

(43:55):
It becomes a whole thing.
Right.
So, yeah, it, it was one of thosethings at first glance, I went.
How do we do this?
But then breaking it down to its componentparts and just focus, focusing on,
I'm just going to deal with the tire.
Let's just get the tire working.
Right.
Okay.
Now let's figure out what the body isdoing and how it, we have to keyframe
it to react to the tire and all of that.

(44:16):
And then doing those little, littlebursts just to draw the viewer's eye.
They hear the gunshot, which we alsodid the digital muzzle flash in the
previous shot to hear the gunshot.
They see this little, you know, sparkhit as it, as the, like, a fragment
ricochets off the running board, right?
It's a whole bunch of smoke and mirrorsto kind of, like, tell the viewer, look

(44:38):
here, now look here, now look here.
Right.
Gun goes off, hits thetire, now the tire's flat.
You get the, you sort of guide theviewer's eye to make the story.
Right.
So there is one shot where we did some CGIand it's, uh, there's, um, the apartment.
That Angel has been in the apartmentand he's cracked the window earlier in
the day and he's going to come back andsneak in through the bathroom window.

(45:00):
He's got a shimmy up thedrain, the drain pipe.
Um, and I think you guys had putlike a PVC pipe partway up and
then decided you needed to moveit and we needed to put a window.
Like we had to essentiallyrework the whole shot to make
it, to make the story point.
Um, how did, how did that come about?

(45:20):
Um, and, and, and kind ofwhat went into planning that

[Richard Kilr (45:23):
we had a location set for that apartment building
and then we lost the location.
So suddenly my story pointdidn't make as much sense.
In this new location, as it didin the older one, because the
older one matched some of thegeography of her apartment upstairs.
And now suddenly we had a buildingwith the window at the edge of

(45:43):
the building where it couldn't be.
So it's an impossible room.
So I had to split the difference andsay, as long as there's some sort of
architecture on the left side of framethat says the building goes on a little
bit, the audience probably won't startdoing, you know, schematics and say,
Oh, that could never be, unless theyyou know, uh, get bored and do that.

(46:05):
I don't know, but, uh, thatthat's, that's what the need was.
And I guess one good thing toremember when you're directing a
movie, that's going to end up havingvisual effects, give as many assets
as you can to post production.
So that's why, even if we weren'tgoing to use the deflated tire.
It's like, well, now you have referencefor what the deflated tire will end up

(46:26):
looking like on this particular van.
So it's just giving yousomething more to work with.
So it's like, if we had the pipe, Iwanted it to go higher than we needed it
for the live action.
So at least you get tosee the trajectory of it.
And, you know, it was something justto try to massage that a little bit.
So you're not just stuck with, youknow, inventing everything from scratch.

[Keith Clark] (46:47):
And they were smart when they shot it too.
They, they even had a fallback for theirfallback of, they, they did a three POV
tilt up to where the window would be.
And as a safety, they alsojust did a lock off POV shot.
And I think we talked about thatwith you of, it's like, if we,
if we're asking too much, if we're notable to pull off the 3D effectively, we

(47:08):
could always, you know, make this a 2Dshot and just cut to the lock off and
it'll be easier to get a window in there.
But how, for you, how was that asfar as like dropping that stuff in?
You say that was really the one shotthat kind of had a substantial 3D
component to it.
Yeah, I would say that's, that'sreally technically the only
CG shot in the, in the film.

(47:29):
And if I amnot mistaken, it was also
day for night, was it not?
Yeah [Richard Kilroy]
Right?
Yeah.
And we had to do, some sky replacementAnd we had to do, you know,
we had to do it was actually,

[Richard Kilroy] (47:38):
it was dusk when we shot that.
But it was close enoughIt was a lot of light.

[ (47:42):
Yeah. It was dusk for night.

[Keith Cla (47:43):
and it needed to be, yeah, it needed to be much

[Richard Kilroy] (47:45):
darker

[Paul DeNigris] (47:48):
and, uh, and we had to erase modern surveillance cameras from the building

[Keith Clar (47:54):
Change the address.
add the window, movethe pipe to a different spot.
Yeah.
So that was actually pretty involved.
That may be the only shot where,um, very little of your actual
photography is actually in that shot.
Yeah.
Every piece of it got manipulated.
Um, but again, the, the, the, therule was make it look, make it fit.

(48:16):
Make it fit everything.
Yeah.
And, and make it feel likeit belongs in the scene.
And we had your, we had nighttimephotography of the, the other
location that this was supposed to be.
Right.
We had that as a referencefor color and for, for, for
lighting and all of that stuff.
And you're right.
Reference really is everything.

(48:36):
Um, yeah.
The more reference, the more real worldreference a filmmaker can provide to a
VFX artist, the better the VFX will be.
The trap, it becomes very, veryeasy to fall into the trap of,
Oh, I know what this looks like.
I, I know what a muzzle flash looks like.
I know what a gunshot looks like.

(48:58):
And then you, your, your brain,every time you remember something,
you modify it a little bit.
You're not actually remembering the thing.
You're remembering your last time you remembered the thing.
It's slippery.
Yeah.
Well, it's slippery.
And so what you, what you think, youknow, can actually change over time.

(49:19):
And so it's always good to go backand you know, what, what does the
tire look like when it's flat?
What does this kind of gunlook like when it fires?
You know, all those sorts of things.
Yeah.

[Richa (49:28):
We did, we did try to do interactive flashes of light whenever we
said, you know, bang for the, because Ididn't want to use guns with any kind of
Uh, firepower at all.
Certainly not, not no working guns.
So,

[Keith Clark] (49:42):
right.
Yeah.
They, they, they had a couple ofdifferent approaches for the gun stuff.
A lot, several times itwas simply pantomiming.
Sometimes they had the light,a light gag tied to the gun.
And then at least one time itwas like a gas powered, like a,
something that brought the slideback or it did have a little,

[Richard Ki (50:04):
yeah, action to it, but there was none of the, they're
all plugged, you know, and we did thiswhole thing with the first AD telling
everybody a safety meeting and thearmorer and saying, you know, these do
not fire, but we want to show you themechanisms and everything because,
you know, that one disaster, sure,happened on Rust, you know,
we're all very aware of that.

(50:25):
Yeah,

[Keith (50:26):
and this and this wasn't a movie they could afford an armorer
anyway, so they showed up.

[Richard Kilroy] (50:32):
yeah, then they they were off, yeah.

[Keith Clark] (50:35):
The tricky thing with the light gags,
from an editorial standpoint,I really like those.
The challenge for an indie film I think iswe get away with it in this film but the timing is,
really, I think hard to getaccurate to where it is the guns being
fired you if you put your sound effectin the right spot and everything
Often the light flash is coming.

(50:57):
Yeah, a little three frameslater It's very hard to get
a human being to, two human beings to sync up

[Richard Kil (51:02):
It’s like dominoes and you know all the dominoes don't fall
at the same precise second You got towait for the the lag and that's what
happens when you go bang and the actorgoes okay, and then the light guy goes, okay

[Keith Clark] (51:11):
But all things are forgiven when,
uh, it's edited fast enough.
Yeah, and the sound

[Richard Kilroy] (51:18):
effects help a lot too.
Right, and I, and I seem to recallone of, one of the shots, it might
even be the one where Angel firesthe, the little revolver at the tire.
I seem to recall the, the light gagmay have been off
by a few frames and we, we...
Um, added light when we added themuzzle flash, nice added light,

(51:41):
but again, we had the reference ofwhat does it look like when this
practical light gag goes off on frame.
Let's make our digitallight look like that.
And then we tend to mitigatethe, the effect of the practical
light a couple of frames late.
Yeah.
Right.
Um, yeah, it's, it'slittle things like that.
Again, it's the, you know,the cumulative effect of all
these details that, uh, right.

(52:03):
that make a movie, a movie, right?
Um, one of, one of my other favoritethings, um, I mentioned my, my noir
that I made, uh, called The Falls.
There is a waterfall photographin, uh, in Proof Sheet.
This is getting strange now.
That I immediately, immediatelyidentified as Niagara Falls.
As itAnd there was, uh, there were a couple of

(52:23):
shots where the exposure on the photographwasn't right or there was a glare and we
ended up having to replace that photo.
Yes.
Yeah.
And I, and I said to you, I thinkI have that exact photo taken.
You did right around, right aroundthe time that Proof Sheet is set.

(52:44):
Not that anybody's gonna notice, butyes, I snuck in some stock photography
that we had taken of Niagara Falls.

[Rich (52:50):
I remember you saving....
saving us.
Well you, there is onetime where the effect.
Absolutely saved the scenebecause the scene did not
happen as I needed to happen.
And it was a misunderstanding betweena department and they didn't know
that I didn't want a photo of thewaterfalls in a close up when he
throws his photos in this trash can.

(53:10):
He's giving up on the, youknow, his investigation.
He goes, I'm giving up, but thenhe notices a little detail in
a medium shot on in this photo.
He sees it.
And so if it's the whole photo is theclue, then that doesn't make him smart.
He made the blow up.
So why wouldn't he just seeit when he made the blow up?
So it has to be somethinginside the picture.

(53:32):
And we didn't have that.
And that kept me up staring atmy ceiling fan at, you know, 6 a.m.
you know, not sleeping.
And so it's a perfect solve thatthe story point is now in the
movie where it wasn't before

[Keith (53:45):
and it required a couple of tricky composites to deal with.
It wasn't just that scene wherehe throws the photo in the trash.
And then we actually do like afull on Spielberg push in, we go through push
into this thing in the trash.
But then there's the flashthrough the flashback.
Yeah, in the, in the flashback, we needto see that photo hanging on the wall in
a hallway amongst 1 or 2 other photos.

(54:07):
So you had to do that shot.
That became an effect shot as well.
It was, it was something that cameout of a story problem that purely was
something didn't go right with shooting.
No matter what we tried to do ineditorial, we could never make it sort of...make sense
No, I knew that that was nevergoing to work because it would make
our main character look stupid.
And if you've done that, you losethe audience and we can't have this.

(54:30):
And there was no way to reshoot it.
We had that location for exactlythe time we had it and that was it.

[Keit (54:36):
It was definitely solved.

[Paul DeNigris] (54:38):
Yeah.
Yeah.
Right.
So yeah, it was just a, it was a happycoincidence that like I could identify.
I'm like, I know exactlywhere that picture was taken.
I have that exact angle and I shot it,you know, either sometime in late 1999 or
early 2000 when I was location scouting that movie.
That's a nice little Easter eggfrom, from me and like the two
other people that would actuallycare, uh, you know, from my, my crew

(55:02):
that worked on that film with me.
So yeah, it's, uh, I'm very happythat we snuck that in there.
Um, so any other, any other things that,um, you know, sort of surprised you
about the VFX process on, on Proof Sheet?
I mean, I know you wentinto it eyes wide open.
You knew what you were,what you were asking for.
You knew what you were planning for.

(55:23):
I, I would assume there weren'ttoo many surprises, but then
again, it's indie filmmaking.
Surprises are the rule of the day.

[Richard Kilroy] (55:30):
The biggest surprise was you didn't tell me
to go to hell, because this was sohard to get this volume of quality
shots for our budget and thatthey were all just wonderful.
And that that's where I said,he's going to, I think you
and I had this conversation,Can we ask one more thing?
Yeah.
Yeah.

(55:50):
It was always, how can we, anytimeyou heard from
us about adding a shot orsometimes going beyond like a
version three or whatever, we wouldhave to have a conversation first.
And there were times that I thinkI probably said I talked Rich.
I think there was at least onetime I told Richard stop obsessing.
No, we can't.
Yeah, we'veexhausted our goodwill, I think.

(56:11):
And it probably wouldn't be a goodidea or, or it's not going to, we're
not going to gain enough from it.
It's not worth it.
Better to keep sort of Paul and his team.
Well, I had 10 other shots.

[Richard Kil (56:21):
I thought we could try and I said, no, there's no
way I'm not going to push my luck.
Well,

[Keith Cla (56:25):
that's, that's yeah.
Every movie, right?
It's like once you, once you,especially when you get into cleanup
on a movie like this, it's like, ifyou wanted to fixate on a movie like
this, you could very easily go fromour 52 VFX shots to 400 VFX shots.
Sure.
You just.
You know, get rid of that car,get rid of that stops, stoplight
that is not period accurate.

(56:45):
Get rid of these things, changethat, but you don't need it.
The truth is you don't, that'sback to what I was saying earlier.
You have to really be smart and judiciousabout what's required to tell the story.

[Richard K (56:56):
Well, prioritize and know that if your story, like you said
earlier, if the characters are involvingenough and the plot is unfolding in
a way that you're wrapped up in it.
Then some of these other fringy thingscan just fall to the wayside and you
go, well, okay, that's all right.

[Ke (57:10):
We were going to originally recall, uh, do a callback to sort of
the transition of the photos coming tolife sort of at the climax of the movie.
And at that point in editorial, this wasbefore we were even working with you.
It, because it was, that was one thatwasn't really figured out on the page.
We couldn't really figure it out somuch in editorial and I knew that
we weren't going to have the money.

(57:31):
To really do a classy sort ofinteresting VFX approach for what
would amount to maybe four or fivemore shots there and it became just
a simple thing of, yeah, he's lookingat this proof sheet and then you just
on use of photo, uh, shutter and ablack, a black frame with a sound

(57:54):
effect and boom, and now we're insidethe photo and it's a freeze frame.
And then it comes to life andyou're literally just doing
a freeze frame footage rolls.
It freezes on the, on the clicks andyou're eliminating any need for VFX.

[Richard Kilroy] (58:05):
I wrote this whole thing where we're.
Traveling in and animates and travelback out and, you know, all this
stuff, which, you know, it's easyto write this stuff, but yeah,

[Paul DeNigris] (58:15):
right.
And we had done that, thatwe'd done it already times.
And then when he, he papers, hiswalls with the photographs and sort of
recreates the apartment in 3d space.
And then she comes to life inthe, in the photos, which is
another one of my favorite shots.
I love the way that one turned out.

[Richa (58:32):
Yeah. That came out well
Yeah, but by then we've we've sort ofset up the visual language of this is
how Angel interacts with these photos.
This is how his imagination is connectingthe dots and then you could shorthand
it as the film comes to its climax.
You could shorthand itand some of it just is
It's black and white, right?
Like the film, like the proof sheet.

(58:53):
And so it's understood.
We're seeing kind of how he'sextrapolating the action, right?
No, it's what he's seeingon the proof sheet.
And it doesn’t need to be a gimmick at that point.

[Richard (59:03):
Yeah, no, in fact, it was the best choice really, because
I had written the ending as veryoperatic, you know, very drawn out.
All the pieces are falling into place.
Oh, you know, so I was really kind ofmilking that idea of moving in and out.
But when you came up with thatsolve, I said, well, there you are.
Because at this point,let's, let's get the

(59:23):
story finished.
Yeah, you want to move in a straightline toward sort of climactic moments.

[Richard Kilroy] (59:28):
Yeah.

[Paul (59:29):
Everything we do in post ultimately has to serve the story.
Right.
And sometimes that is throwing awaya good idea that's on the page that
looks like it's a good idea that seemslike it should be a good idea, but it's
throwing it away just to again, likeyou said, take that straight line, get
there quickly, make it an elegant solve.

(59:50):
I mean, the story dictate, youknow, when, when we do these,
these bigger flourishes, so

[Richard Kilroy] (59:55):
true, right?
Cause you have to use film grammar.
You don't want to do everything initalics or everything in bold face.
You want to break it up.
And so you go at thatpoint, it needs to be fast.

[Keith Clark] (01:00:05):
And it's about feel it's you're not having
to hold the audience's hand.
For every little moment,you're just creating a feel.
Sometimes you're creating the illusionthat they've seen something that they
haven't seen, and maybe that's justthrough sound design and a particular
type of cut or whatever, but yeah, asfar as the, um, what you were saying
about what, what we learned or whatI can say, I learned, uh, about, uh,

(01:00:31):
Maybe a good way to look at how todeal with the VFX going forward is one,
I mean, you know always have to beorganized It helps so you make sure
you know what you're doing when you'reshooting the stuff so that you're
shooting the plates that you needand the textures that you need in the
reference that you need and in editorialit's also kind of important to have
either an editor and assistant editorthat's done some VFX work on other

(01:00:52):
projects, bigger projects, whatever,and that they know what the pipeline
is and they know what the workflow is.
Because what is important withVFX is you have to really be
organized from the editorial side.
It's a whole other layer ofcomplexity because now you're,
it's not just editing the film.
Now you're dealing with a shotthat might have one, two, three,

(01:01:14):
four different elements, differentplates that are gonna get combined.
You have to be able to do, even if it'sterrible, you have to be able to do a temp
comp, a temp, some version of the shot.
You can't just put a black slug in therewith a thing that says, tire deflates.
You got to do something that helpsyou define the timing of the shot.
You get the sound design in,and then that's going to help
you figure out what's happening.

(01:01:36):
It's specific spots in the frame.
But for us, you know, the, other thanorganization, It's, you, it's impossible
on indie films, but you have to have,you have to be able to budget the project
in a way that you... You don't get, ortry to avoid getting stuck in post
where you've, you've run into troublethe first eight steps of the way and

(01:01:59):
the last two steps, you don't have anymoney left and you can't solve anything.
You can't get the sound mix that you need.
You can't get the DI that you need.
And we just got really lucky in thatwe found we didn't, we weren't able to
get what we had maybe initially thoughtwe were going to a year before when
before shooting had started and what wewould have for post, but we got really

(01:02:19):
lucky that when it came down to itand we had to really get creative and
scrappy and start asking around thatwe got lucky with the right people
for all of those components of post.
We got a really good guy that did the DI,Jason, over at Paste Pictures, did our DI and
He did a great job for, for very little.

(01:02:40):
And obviously sounddesign worked out as well.
And our composer, Cali, you know, she,she came in at the last minute and had
a very tough job of, you know, otherthan Oppenheimer, this movie might have
uh, the most amount of music underit, but it's, uh, and she, and she,
and she nailed it.
And yeah, it's a, it's a very good score.

[Paul D (01:03:00):
The score is beautiful.

[Keith Clark] (01:03:00):
We kept the emotion and worked with a temp that was very important to the images.
And she was able to translatethat in a way that, um, you know
kept, kept everybody happy.

[Richard Kilro (01:03:13):
luckily I set up a tip jar so I can pay everybody.

[Keith Clark] (01:03:17):
They'll get their profit points.
I'm sure.

[Paul De (01:03:21):
So I mentioned earlier that, uh, I've seen the film at a
festival, Dances With Films,uh, my, my favorite festival.
Yeah, it's great in Los Angeles and oneof my, one of my favorite in the world.
And, um, I thought the audienceresponse was tremendous.
It was wonderful to seethe film on a big screen.
What else is happening as far as festivalsand, and, or distribution for Proof Sheet?

[Keith Cla (01:03:47):
I think we're on the hunt is I think the only way you
can describe it like anybody else.

[Ri (01:03:52):
It's such a process that is new to me because I haven't tried
to sell a feature film before.
And we are in the, we're at thetail end of our festival run.
We have another screeningcoming up on the 30th.
Um, so that's at the Noho,uh, Cinefest and, uh, that's
going to be a good venue too.
So, you know, cause the Chinese theaterwas a great experience with the sound

(01:04:14):
and the picture being so amazing.
And this movie was meantto be on a big screen.
We shot it and it scope and wewere really hoping to get a, a nice
theatrical, but you know, we don'tknow where we are on that yet, but
we had, we've had several offers,you know, now it's just a matter of,
from distributors,so now it's a matter of what's the
best offer for us at this point.

(01:04:34):
So we're, we're stillgoing weighing our options.
I guess

[Keith Clark] (01:04:38):
It’s a tough game for indie filmmakers.
As I'm sure anybody watching that'sfinished a film and went down that path
of what do we do with it and how dowe get it out there, you're taking it
to film festivals, you're taking it tosales agents, you're trying to basically
get some interest and you're trying toget offered a type of deal that makes

(01:05:00):
it justifiable that you can accept it.
And that's not so easy these days.
It's a very, very differentindustry right now than it was.
Even five or 10 yearsago for distribution.
Um, there's on the one hand, there'sa lot more, uh, outlets with all
the streaming and everything.
There's a lot more places that yourmovie can end up, but sort of the

(01:05:20):
value of movies has been decreased.
So anybody that islooking to take your film.
As far as, uh, not to get too deepinto the details, but if they're
offering you a minimum guarantee,that's not the same amount of money
that they were offering on the similarmovie 10 years ago or 5 years ago.
So they have to be really judicious.
And I think they're probablydoing, they're doing the

(01:05:40):
right thing, which is they'rethey're playing a longer game and
not taking the first sort of thingthat comes their way and let's you
know you enter it into as many filmfestivals as frankly you can afford
to enter it into and you hope that atsome point It makes some connections.
Somebody sees it that likes it thatmentions it to somebody else and the right

(01:06:01):
sort of avenue will eventually show up.

[Richard Kil (01:06:04):
Yeah, we're, we're under a tsunami of, uh, not that
we've done something brilliant.
It's just, you get a lot of offers andAlejandro Delgado, he's the producer.
He's been fielding all of thisand keeping track of, okay, this
person wants to see the film.
This person has seen the filmnow wants a phone call with us.
You know, he's been very busythrough this whole process.

(01:06:27):
So it's,

[Keith Clar (01:06:28):
it's, it's somebody else's problem at this point.
Right.
Figure it out.

[Richard Kilr (01:06:34):
I just want it to get seen.
I don't want it to be, you know,the city's best kept secret.

[Keith Clark] (01:06:39):
Yeah.
And it will, it will find its path.

[Paul DeNigris] (01:06:42):
It's a, it's such a good movie.
It will find its audience.
It just may take time.
And, uh, and your producerAlejandro is a go getter.
Yes.
I have no doubt that he's going tofind, he's going to find the best
possible scenario for you guys.
Uh, and the movie will get out there.
So that's Proof Sheet, uh, online.
You guys are proofsheetmovie.comCorrect.

[Richard (01:07:04):
Proofsheetthemovie.com think that's right.

[Kei (01:07:08):
Yeah, we should know that.
Shouldn't we?
I will make sure that it goesinto the show notes correctly.
All right.
Good idea.
And we have a face dial upyour dial up your website.
You're on Facebook.
You're on Instagram.
We're on Instagram.
That's probably the best way to,to find, uh, to find out about

(01:07:30):
the film is through social media.
I'll make sure all of those links arein the show notes for this episode.
Yeah.
And, um, where is, do either ofyou have a social media presence?
Or a website that you'd like toplug here that, uh, people can
check up on what you're doing next.
Uh, I'm on Instagram.

(01:07:51):
@KeithClarksimulation is my handle there.
I don't, I'm not too active on it.
So the AI hasn't taken over yet on that,but, uh, it's, it's all generally it's,
you know, it's, it's all posting aboutwhatever and maybe whatever particular
project I'm working on as far as maybethe behind the scenes documentaries.
And, uh, whatever the next budget,you know, as, as it is with NDAs,

(01:08:14):
you're not allowed to really poston anything that you're actually
working on until a year or two later.
Anyway.
But, uh, so it's not alot of real time action.
And Richard, you havean OnlyFans now, right?

[Richard Ki (01:08:29):
Yeah, I'm just, um, I’m taking the more subtle approach.
That's what I'm doing.
So, uh, yeah, I'm on Facebook, butthat's and I'm on Instagram, but I
don't remember what the address isSo I'm
not my own best agent at themoment.

[Keith Clar (01:08:46):
They'll find you if they want to.
Well, I'm Richard Kilroy and lookup, yeah, director, you'll find me.
Well, thank you so much gentlemenfor being part of this episode.
I really enjoyed talking toyou as always about Proof Sheet
and about film in general.
And, uh, I hope, I hope, Iknow that my audience will have
gotten, uh, some valuable insight.
From this conversation.

[Keith Clark] (01:09:08):
thank you.
Thank you.
Thanks.
We love the podcast.
It's a service.
It's great.

[Paul DeNigris] (01:09:13):
Thank you.
Uh, for my audience.
If you're watching this on YouTube, pleaselike, subscribe, leave us a comment.
Let us know what youliked about this episode.
If you have comments or questionsfor these gentlemen or for me.
Or something that you want tosee in a future episode, please
share it with me on YouTube.
If you're listening to the show on iTunesor Spotify, or one of the multitude of

(01:09:34):
podcasts aggregators out there followingus, leaving a star rating and a review,
those are great ways that you can help.
The show grow and reach our audience.
And more importantly, share this with the,the independent filmmaker in your life.
They need to hear about this beforethey make VFX mistakes.
For the VFX For Indies show and also for myselfand everyone at Foxtrot X-Ray.

(01:09:58):
Thanks so much for tuning inand we'll see you next time.