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!

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

[Paul DeNigris]: 0:00

It's 1999 in Los Angeles, a beautiful woman in trouble and an incriminating roll of film send a photo lab worker on an investigation into a dark world of sex, secrets and murder in Richard Kilroy's neo-noir thriller, Proof Sheet, on this episode of VFX for Indies. Hello and welcome to this episode of VFX for Indies, the podcast about the intersection of visual effects and independent filmmaking. I'm your host, Paul DeNigris, VFX artist, filmmaker and CEO of Foxtrot X-Ray, a boutique visual effects company. With me today are two of the filmmakers behind the neo-noir thriller Proof Sheet. We've got editor Keith Clark and writer-director Richard Kilroy. Welcome to the podcast, guys.

[Richard Kilroy]: 1:01

Thank you.

[Keith Clark]: 1:02

Hello, Paul. Thanks for having us.

[Paul DeNigris]: 1:04

Thanks for being here.

[Keith Clark]: 1:05

Looking forward to this.

[Paul DeNigris]: 1:06

Yeah, I've been looking forward to talking about 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 start with quick introductions? Tell us who you are and give us kind of like the, uh, the cliff's notes, if you will, of your career.

[Keith Clark]: 1:22

Okay. All right. Uh, Keith Clark. I'm an editor. I also am a filmmaker that does a lot of documentary stuff, a lot of behind the scenes. Documentaries on movies, that's kind of like my usual day gig. Uh, but I have crossed over into some narrative stuff as well. Uh, the most recent stuff that I've worked on, uh, was The Empty Man, a Fox horror film that, uh, you can find out there. Or, I guess it's now technically a Disney Fox horror film. Um, uh, that's actually how I met Richard. I knew, the guy that wrote and directed that is a guy named David Pryor. And we've been friends for about 20 years, and I know David and Richard were friends for much longer than that, even so, I would always hear about Richard, but I somehow over the 20 year period, we'd never actually met, but, uh, during the, right when the pandemic started up, my friend, David had sent me an email to saying, Hey, uh. Do you know anybody that might be interested in cutting an indie feature? And I was like, yes, of course I could, I'd be interested in that. He connected me to Richard and yeah, we had a great conversation.

[Paul DeNigris]: 2:26

That's funny and coincidental because a mutual friend named David also introduced me to Richard.

[Richard Kilroy]: 2:31

That's right.

[Paul DeNigris]: 2:31

Different David. David Stipes, who my, uh, viewers and listeners might remember from our Star Trek episode, our premiere episode a few weeks back, he introduced me to, uh, to Richard and, uh, that's how we got involved with Proof Sheet. So Richard, why don't you tell us about yourself and, uh, and some of your career highlights, and I know your career is long and varied, uh, keep in mind. We only have an hour. So give us the Give us the short, the short elevator speech, even if it's, I guess, a tall building with a long elevator ride.

[Keith Clark]: 3:01

Nice.

[Richard Kilroy]: 3:02

I would have written you a shorter letter if I had more time. Well, I started out making short films. Uh, they all always had visual effects in them for some reason and fantasy stories, and then I got into theater. I was directing theater. And then, um, I've been peddling this script for a long time, this neo noir. And, uh, in the interim, I worked on 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]: 3:40

Right.

[Richard Kilroy]: 3:40

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 primarily would hand me, I ended up doing. So I was like, Oh, today I'm a matte artist. Okay, fine.

[Keith Clark]: 3:58

And it was all pretty much in the pre digital sort of VFX world?

[Richard Kilroy]: 4:01

Most of this was photochemical. Yeah, yeah.

[Keith Clark]: 4:03

Old school.

[Paul DeNigris]: 4:05

I love how humble you are, Richard. You're just like, yeah, I worked on, you know, Titanic, you know, only a bunch of the, the highest grossing movies of all time, you know, on your resume. That's fine. It's no big deal.

[Keith Clark]: 4:19

The nuclear, the nuclear blast sequence in Terminator two.

[Richard Kilroy]: 4:22

Yes. Yeah. The nuclear nightmare, yeah.

[Keith Clark]: 4:25

People have heard of that one or seen that. I think.

[Paul DeNigris]: 4:27

Yeah, I've seen it once or twice. It's pretty good. Um, a lot of my, a lot of my contemporaries in the VFX, uh, industry were inspired by, by those films and yeah, there's a lot of, a lot of people, a lot of people fan boy over, uh, over The Terminator... particularly Terminator 2. I'm a, I'm a massive Cameron fan.

[Richard Kilroy]: 4:47

Me too. Yeah.

[Paul DeNigris]: 4:50

His, his run of movies has been, uh, incredibly impressive, uh, kind of a singular achievement. No, nobody else, nobody else makes them like Jim Cameron. That's for sure.

[Keith Clark]: 5:01

We wish he would make more. Right.

[Paul DeNigris]: 5:03

Yeah. And absolutely. Um, but Hey, we're the beneficiaries in 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. Um, you know, so technology that was created for Avatar, we used on your movie.

[Richard Kilroy]: 5:31

Right. That's amazing.

[Paul DeNigris]: 5:31

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 industry is very, um, tightly connected. You know, we all, we all end up knowing each other. We all learn from each other, which is really, really nice.

[Richard Kilroy]: 5:49

No, when I started out as a matte painter, I always wanted to do that because of Star Wars. You know, the Ellenshaw paintings and all that, and Yuricich. And I realized, it dawned on me, at that time when I was doing that painting, there might be less than a hundred people on the planet who do this job. And now, of course, that's changed with the whole digital revolution. But at that time, traditional Matte artists, we all knew who we were. We had a little clique.

[Paul DeNigris]: 6:13

It must've been a, it must've been an incredible time, you know, because, uh, in a lot of ways, you guys were writing the rule book, you know, for what we do now. Right. Um, a lot, a lot of the digital, even aside from the, the, you know, the Avatars that create all this new digital tech that kind of rippled downstream to, to these, you know, um, uh, indie shops and indie films and whatnot. But, you know, the concept of a matte painting is, you know, it's just, it's still a term we use today, right? A lot of the, um, the terminology, a lot of the techniques. They're happening in the computer now. They're not happening in the analog world, but you guys were writing the, writing the book on, on how to do that during, uh, during that period. So, uh, you know, the whole, the whole industry is, is definitely indebted to, to that, those pioneers that really have been, have been doing it since, uh, since star Wars.

[Keith Clark]: 7:07

I was just going to say on the matte paintings, the interesting thing about, um, seeing that transition, cause we're all sort of of an age where we saw the, saw VFX really evolve between Star Wars and something like Avatar. Obviously it's a huge, huge different world, but the behind the scenes documentary stuff that I've done has, interestingly, I've, I'm not a visual effects guy at all, but I love visual effects and somehow I've managed to get this interesting education through all the behind the scenes stuff. I've worked on a lot of David Fincher's movies with David Pryor. So really got to sort of see how he did visual effects and visual, invisible visual effects. I've sat in an edit room with Harrison Ellenshaw, make editing a 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]: 8:02

That's amazing.

[Keith Clark]: 8:03

Editing a collection of his original short 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's gone and it's not how people are doing visual effects anymore, how they used to do it is every bit as valuable to know. Uh, and understand as it is how things are done now. Cause it all, it's the same thing, just different tools.

[Richard Kilroy]: 8:29

I got to meet Linwood Dunn.

[Keith Clark]: 8:31

Oh, nice.

[Richard Kilroy]: 8:31

You know, uh, Mighty Joe Young and, uh, West Side Story did the matte paintings for that. And he had a shop and he was just still, yeah, great.

[Keith Clark]: 8:40

Yeah. So we still have a lot of love for visual effects, which is funny because you, you then did not write a movie or direct a movie that was visual effects heavy at all.

[Richard Kilroy]: 8:49

No, cause I'm weird. I, I took my theater background and. You know, I, I love interpersonal relationships 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]: 9:08

I find that hard to believe.

[Richard Kilroy]: 9:10

Thank you.

[Paul DeNigris]: 9:10

Well let’s talk about Proof Sheet because you're right. It is, it, it is not a visual effects heavy movie. It's not what one would consider a VFX movie, but it's got 50 VFX shots in it to help tell the story and it's, and, and that makes it a really good test case for this podcast and the mission of this podcast, right? It's to, it's to educate independent filmmakers about the VFX process. So yeah, the, these are filmmakers who aren'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, help smooth out some of the edges, right? Because indie filmmaking moves fast. We miss things or things aren't just aren't able to get done on our time, uh, on our schedule and on our budget. And so, um, VFX, you know, comes in to the rescue at the end. So give us a quick, you know, synopsis of Proof Sheet and maybe, um, tell us just a little bit about, you know, the inception of the project 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?

[Richard Kilroy]: 10:23

Yeah, because I go on and on.

[Keith Clark]: 10:25

Well, I think, yeah, your intro covered it, covered it great. But, but I could tell you what, what I loved, what, the way I describe it or pitch it to people is, it's a, 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 film is set very much in the sort of Latino culture of East Los Angeles. With a predominantly Latino cast. And I thought that was all really interesting and on the page. You never, you never read the 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 Clark]: 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 90s thriller or 80s thriller. I, it reminded me a lot of, of, uh, Blow Out, the DiPalma film, uh, but with a younger protagonist and an interesting sort of thing. I love photography. The main character, you know, is a, is a photographer who works at a photo lab at a time, right at the end of basically, you know, chemical film and paper film and film prints 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. It presented a huge challenge for these guys, which what was, you know, as an editor, I don't care about it because none of it affects me. I only get the footage when it's been shot, but the challenge of doing a low budget film set in 1999. I mean, that alone...

[Richard Kilroy]: 12:52

It’s suicidal.

[Keith Clark]: 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 Clark]: 13:02

It’s ambitious, but it paid off and they shot it in a way that they weren't reliant on a lot of visual effects. Um, they shot it with a very stylized look, 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. Uh, so there was a lot of stuff that'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, we have no control over a background. That was all we could control foreground only. When we were outside in the wilds, you know, 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, our DP, Jonathan Pope, he did a great job capturing all that.

[Keith Clark]: 13:52

it's a, it's sort of a proof and a testament to the fact that story really is king and story and the performances are always going to be the most important thing. And if you're able to get that right and get that good enough, everything else can sort of fall into the background and just support that stuff. And you can truthfully get away with a lot, uh, on very little money.

[Richard Kilroy]: 14:16

Yeah, we did a lot of cheats and at some point, I would love for you to talk about the splits you did in the editing because those were great saves on just timing of the performances.

[Keith Clark]: 14:28

Yeah, that's a that's a very typical practical thing with editing that every it's just now getting into where indie filmmakers can do it. I mean, obviously, we all sort of started hearing about split screen and intra frame editing I think it was when Lucas was doing the prequels and George Lucas, and he started toying around with splitting up the frame and manipulating the performances and on a VFX heavy film that makes a lot of sense. And I know Fincher really got into it, 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 you can do a split screen and it's an optical effect or the modern equivalent of an optical effect that you would do in the DI, and it's not that hard for them to do, your colorist can sort of just put them together, but if there's any sort of bouncing on one side, it gets to be problematic, and then all of a sudden you're kicking another shot to VFX, and we didn't have a lot of luxury of, oh, we can just throw another shot to VFX because their budget and some real producing challenges on this, on this film. You know, we were, by the time we got, I mean, you know how it is, right? By the time you get to post shit rolls downhill and it all comes to a head in post and all of a sudden there's not money for a lot of things that you had originally planned to have more money for and VFX was definitely one of those.

[Paul DeNigris]: 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 maybe isn't aware of what, uh, what Keith is talking about, the idea is, uh, and the example I always use is let's say you have two actors in a shot and maybe they are, they work at different rhythms. Maybe actor A really nails, nails the take and starts to really feel like the character and feel comfortable with what'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 the takes roll on, you've got one actor that's getting better. 1 actor that's starting to lose their energy. Well, how do you make that work within the same frame? Obviously, with in separate close ups. You're picking the right takes and piecing them together, but when they're in the same frame, you end up either compromising one actor's performance or the other, or you chop the frame in half and you use actor A from the take where they're really great and actor B from the take where they're really great and you put them together. If the camera's not moving, then as Keith says, It's something that the colorist can really, really do easily in what's called the digital intermediate or the DI. When the camera's moving, or even if it's just simple pan tilts, camera shake, then it's a matter of coming to VFX and we stabilize one side of the equation and then marry it to the camera movement in the other side. Um, and sometimes it's even actors from the same take where you just want the response to happen faster, or maybe a couple of times we did this on Proof Sheet for continuity’s sake, you had your young lead. He, where his eyes were, when he looked up, when he looked down, got changed based on how the rest of the edit around the, that frame was happening, right? So that where his attention was and where his eyes were looking was actually being manipulated in the edit. And then sometimes within the, within the frame. So, yeah, it's, it's a common thing. We do it a lot nowadays and I know there's a lot more shots in a lot more films than the ones that we touch. I know there's a lot of this going on.

[Richard Kilroy]: 18:13

Well, as a director, that's really a great new tool because that's something you used to have to live with it. You go, well, it's a two shot. I have to live with, you know, this one who's always giving five second pauses after every sentence they say. You know, it's just like a bad habit or something, or it's just a rhythm they fell into. And now those things can be, you know, finessed. Yeah,

[Keith Clark]: 18:34

We had some good split screens. I believe, like, the one I always think of is the conversation, uh, with our main character, Angel, and a character named Bernadette outside the church on the street, we had to do some specific stuff there for continuity of his arms and the way he was holding a backpack. We had just got gotten into some trouble during the shooting and it just didn't match. So we, we did splits. I think we did a little what you call a little rock and rolling where the right side of the frame is moving forward and then it's moving backward, but you can't tell, to sort of make it last. But yeah, you do that stuff all the time and 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 better without having to fall back on you got to go into coverage and it's just close up, close up, close up.

[Richard Kilroy]: 19:21

Right.

[Paul DeNigris]: 19:23

Because as Indies, we can't do a hundred takes like a, like a Fincher or Nolan, until we get exactly what we want. Sometimes you have to settle for three takes, but because we've got to move on, we've got to shoot 10 pages, 12 pages, 18 pages today.

[Richard Kilroy]: 19:37

Oh, you were on our set.

[Paul DeNigris]: 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 thriller set in the late nineties, I went, oh, this is my movie. This is, this is my jam. This is what I'm all about. I love film noir. Um, I, you know, like, I mean, if you look over my shoulder, I've got the Maltese Falcon, I've got Deckard's gun from, from Blade Runner. Um, I made a noir almost a couple of years later than Parushita said. 2001, I filmed a noir called The Falls, which was about a young videographer who, fill in the blanks... He gets sucked into a web of sex secrets and murder. My guy, David, is his name in my film, and Angel are kindred spirits.

[Richard Kilroy]: 20:40

Okay.

[Paul DeNigris]: 20:41

In a lot of ways. So, so when I, when I saw the cut 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 and anything I can do to make a, help make a throwback neo noir, nineties neo noir. Yeah, I’m in.

[Richard Kilroy]: 20:57

I mean, you know, what's so strange. What's so strange is I did not set out to write a noir. That was not top of mind. It was just, I wanted a story about photos and something in the photos. If you look closer, which I also sort of cribbed from Blade Runner, when Decker goes into that photo, click, click, click, click, click. Well, that was one of the inspirations for this. And I just love the idea of 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 that was 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 your experience and your love of noir is built into your brain.

[Richard Kilroy]: 21:40

Yeah. And I, I love stealing, without myself knowing 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 it essentially prompted you to take the gig. I love hearing that. And I think that is, uh, it brings up a good point that people, indie filmmakers can be aware of is you want to, especially with visual effects in certain post-heavy things like sound mixing and your DI, you want to make sure that you partner up with the right vendor, with the right artists, with the right talents. and it's hard because as I mentioned before, you often find yourself financially strapped. Um, but we knew we needed somebody good. We actually had started visual effects very early on in post with, with a friend of Richard's that he just wasn't, uh, he wasn't like an everyday visual effects artist. That wasn't his full time gig so he was maybe out of, out of sorts with it... and it just wasn't going to work... and the technical communication was immediately going to be an issue. And we knew we can't have that. So we kind of had a list of things that we knew we needed. We need someone that we know can execute the work at a high level. And can do it on a tight schedule.

[Richard Kilroy]: 22:53

And yeah, that's when I sent David Stipes that Hail Mary pass. I said, you know, I haven't talked to David in many years. I said, you know, maybe he just knows somebody, you know, and my word, was that the stroke of luck because I 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 eyes open and always be paying attention to relationships, whether you're working on 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 because good talent is hard to find in every department, especially at 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 our opening title sequence. It's wonderful. And, uh, you know, he did it gratis, you know, but it was one of those things that if you do an under million dollar movie on 117 page script with all those changes of scenes and everything, you have to find miracles and you have to find friendships and, you know, basically exploit everybody, you know... and if you're,

[Keith Clark]: 24:04

if you're of a certain age, and you've been kicking around Los Angeles, doing it for, doing stuff for a long time in whatever sort of. movie studio adjacent projects that you're working on, you do, you meet people and you,

[Richard Kilroy]: 24:15

yeah, and you're reciprocal. I mean, you know, when somebody needs something 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've absorbed, uh, it's all our tropes. Yeah. It's all, it's all kind of in your, in your blood. If you've, it's assumed a lot of these movies. Yeah. So there's a bunch of really neat, uh, visual. I guess the easiest way to explain them is like optical manipulation, which I think is part and parcel of 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 and neo noir. Broken mirrors, um, you know, watching through glass, watching through dirty windows, you know, right. All of this sort of stuff and you, you guys leaned into that in a lot of ways. I mean, one of the earliest things we see is that. really neat trick shot where the, uh, we're on the infinity symbol on 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 categories of the VFX that we did for Proof Sheet. There's sort of the cleanup stuff, which of which there wasn't a ton, you know. It was like change out this sign, you know, change the sign on the photo lab or, um, you know, add the sign for the, the, uh, the mother's makeover, little makeover corner 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'm talking about, like these optical effects, like, again, looking, you know, looking through loops, uh, photos being developed that were, they're part of the plot. Right. And they, I assume they were designed on the page, you know, kind of going into that. So why don't, why don't we, why don't we just kind of focus on like what your process was in terms of writing and visualizing those special optical sequences?

[Richard Kilroy]: 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 always considered in our budget. And that's why we brought in somebody earlier on, but as, as he said, it didn't work out, but, um, there's specific things. There's a dream scene where we kind of, uh, see a cross dissolve into the cross hairs. Through a viewfinder of a camera. All of that I knew was going to have to be digital effects. And I should qualify one thing. Once I started directing the movie, 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's have fun with this. 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've got the boy on the bike and he's got the, you know, all of this stuff I absorbed watching all these movies over and over until it shows up in your movie.

[Keith Clark]: 27:40

Like you, Paul, um, the, I didn't say yes to working on this movie because they showed up with a wheelbarrow full of money. I'm a huge noir fan as well. And I, I read the script and 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 lot of that in movies lately, or not as much, uh, it was, it was a good story to do that way. The, some of the visual transitions, 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 to sort of fine tune it and get it exactly 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 too digital in some way, whatever that means. Uh, that was some of the tricky stuff for like that sequence. Some of the other ones, like one interesting thing you, you probably aren't even aware of is, there were other, there were two or three other sort of bigger transition sequences like that and the whole, there's a sort of the climax of the film on the page I think kind of had more of an effects treatment when he was looking at the proof sheet. There was just more of him looking at proof sheets and the images coming alive and us moving into them. And, uh, we sort of figured out what we could in editorial for some of that. We simplified a lot of it, which is a smart thing to do, right? Always when you're at that stage in post, you got to figure out, does that, you know, what, with every particular sequence, what, what is the simplest way to do it? That's going to deliver the most bang for the buck. Um, and then there were certain, we, that allowed us to identify specific ones. It's like, no, we know we need to do something. So like coming out of the dream sequence, that's where we do our big, the photo comes to life. Where you did that great push in and I think that when we didn't, we kind of had roughed something together and attempt something together. That was nothing at all what it became. And you took that one on your own, I think, 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.... the frame within a frame, right? So you've got the film frame, the borders of the, of the, the negative, if you will, kind of like pushing past the camera, as if we we've broken that fourth wall, if you will. Broken the membrane and gone back into the, the moment that the photograph was taken. And so it goes from being sort of 2d to almost to like feeling 3d and the camera continues to move through. It's yeah, those were a lot of fun because um, again, so much of, so much of noir is like, what is real? What isn't real? What is your perception?

[Richard Kilroy]: 30:30

Well, that's the key word perception that the whole movie is about perception.

[Keith Clark]: 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 organic to the movie.

[Richard Kilroy]: 30:46

Think of the tone of the movie and make sure that 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.

[Paul DeNigris]: 30:58

Right. Yeah, I, um, I, I remember when I saw the screening with you guys in Hollywood at Dances with Films, and I 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, because everything, we were able to achieve everything, uh, to your spec, to what you wanted. And it has that sort of, this was made in 1999 kind of lo fi feel, not cheap lo fi, but analog lo fi is what I mean, right? It feels like everything happened in camera. It doesn't feel out... We erased our thumbprints. Like we went in and did our thing and then erased our thumbprints and you shouldn't know we were there 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 have the, the effects really be invisible. Uh, and, and not draw any attention to themselves when they shouldn't, uh, it's, you know, not, not everybody can pull that off, but we were very, very pleased and 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 credit for it, but I really think that it comes, the success of any visual effects effort really comes from the director, right? It's a matter of Richard was able to really communicate to us what he wanted. And you Keith were also able to really communicate like, okay, here's what we mocked up in the, in the edit. This is what we're going for. This is the feel. Um, you know, you guys were really able to guide us. We, you, you weren't, it wasn't a case 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 communicate specifically 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 Kilroy]: 33:06

Which is a nightmare. That's good. Thank you. Yeah.

[Paul DeNigris]: 33:08

You guys were never that, um, And so that's, I think, why we got good results and we got them quickly because 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 the other, from the client side instead of the vendor side this time.

[Richard Kilroy]: 33:29

Right. So you 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 the design of a shot or something like that? Well, um, I know specifically when I, I did some visual effects art direction too. So if I needed to, I could sit down and storyboard something and say, this is what I mean by this. If I wasn't getting it articulated with words. So that was a nice thing to 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 a relaxation 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 that we needed a big sign for a psychics reading room exterior. And we found the right house, but it had wording on their sign that I didn't want. And I didn't like the graphic for it. So I knew I said, well, I'm doing a painting of that. And I just did a little two foot by two foot painting. And I think it was smaller than that one foot by one foot painting. And I knew that, uh, as long as we, you know, put up a piece of green screen there I, so we all had that stuff before we went to set. We didn't go, how are we going to solve this? You know, I said, well, that's, that's how

[Keith Clark]: 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 you obviously time and money, I'm sure. But what kept you from doing that 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 yeah and that location we found the day before so there was a lot of everybody's jumps in to try to find locations, you know, because I hated it when we had to shoot on a location we just found because there's, you know, now it's like, wait a minute, 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 other background element I didn't expect. And, but you know, that's the name of the way it was made. You know, it's just, we're lucky 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 filmmakers out 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 very easy to say, uh, throw some green screen over there and we'll solve this later.

[Richard Kilroy]: 35:46

Yeah, no, that's a, that's a bad way to go.

[Keith Clark]: 35:48

If you don't have the money, it's a terrible thing and it's a recipe for getting things cut from the film.

[Richard Kilroy]: 35:53

Right.

[Keith Clark]: 35:53

When you can't afford to do it later.

[Richard Kilroy]: 35:55

Right.

[Keith Clark]: 35:55

So you have to be strategic and smart 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 camera move is not particularly complex. And signage is always pretty easy to throw up and look, make it look realistic and make it look really good. The other one that we went back and forth with you on, I think on two or three versions for, and we really dialed it in to kind of what we thought was perfect was the sign above the, uh, Photo Shop. Which was, that one was also, it was a little trickier, right, because it had a sort of a vertical tilt. Right with a little bit of maybe parallax going on, but the, uh, it was interesting to really work with you in between all of us sort of figure out like version one, it's great, but there's just something that doesn't look real yet. Version 2 Yeah, we're trying to figure it out. And by version 3, it was, I think it ended up being just something about getting the right density of dirt onto the sign and making it look sort of worn.

[Richard Kilroy]: 36:56

Yeah, I did. My one thing is I didn't, I learned this in, um, It's art direction, uh, if you have an old building with five light bulb fixtures, well, they shouldn't all be fresh new bulbs, you know, so you get 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 think along those lines, that's what I wanted for that sign, I said, it can't be blasted one solid bright white, it's going to be some of the neon that is going to be going out, you know, the, uh, yeah. Fluorescent tube tubing is going to be sputtering 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'll know it when you see it. That was, it took a few versions and, and we all got there.

[Paul DeNigris]: 37:45

Yeah, we took a few versions because we were we were trying to assist in telling 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 how little business they have. Yeah. And so it's part of the story that, yeah, yeah. But the shop is a little threadbare. The sign is a little worn. They haven't cleaned it lately, you know? Um, and, and part of my job as the post VFX supervisor is working with the artists and, and, and getting Him to buy into. Okay. This is this is our part of telling the story, right? These are our minds quote unquote in the story, right? It's it's all this cumulative effect of these tiny little details and it really helps sell it. This movie has one of my favorite weird invisible shots that I've ever done and that's the the, the tire blowout. When Angel shoots the tire, uh, and it was so, I, I, we, you guys had such 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 that it 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 detective conversation right now because I'm curious myself to get to the bottom of this because 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 shoots It's a very simple thing Shoots shoots the tire out of a van and the tire sort of explodes and deflates. Uh, all within a sort of medium sized or slightly medium wide shot that shows three quarters of a van, kind of a raking shot down the side of the van. Um, and when editorial, it wasn't very clear 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? They shot two plates of it. They shot at one with the van in the A position. Right.

[Richard Kilroy]: 39:52

Just, I said, well, we'll have it fully inflated. Then we'll have it deflated. And we'll have to do some sort of blend between the two.

[Keith Clark]: 40:00

And were you thinking that that was going to just be reference sort of material? No, I really thought it was going to be a way to blend it. Maybe

[Richard Kilroy]: 40:07

my, maybe my ignorance about the post, uh, process on that particular effect wasn't when we

[Keith Clark]: 40:14

had our first meeting with you, Paul, and we've kind of. Went through and did sort of a VFX spotting where we went through and talked about each of the shots that we, we needed to work when we landed on that one, that was the one that I think you guys were the most sort of concerned about because it was going to be complicated. It was going to be tricky and was going to frankly, maybe the, I won't say the right way to do it, but the way a lot of people would choose to have done it. Was, would be to, uh, say, yeah, it's going to be a big 3d shot and it's going to, you're going to have to create 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 just gone from the wide where it's inflated and then do that with the 3d model.

[Keith Clark]: 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 going to give you guys either for reference or for you to use to do something like a morph, but it was, it came out of our conversation about how do we do this and I think at some point you said, maybe we don't do it 3D. Maybe it's a 2D thing and we can use part of the van from this and part of the van from that.

[Richard Kilroy]: 41:28

That's what I was thinking, but you 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 you and do a really good version of that.

[Richard Kilroy]: 41:41

Yes, it's flawless.

[Paul DeNigris]: 41:43

Richard, your instincts were 100 percent correct. It is, uh, and again, this is what I'm talking about, this... This sort of lo fi analog feel to it. Yeah. Yeah. Cause that might have been the one and only CGI shot. Actually there's another CGI shot we can talk about, but, um, the, you know, sort of the one and only CGI effect, uh, in the movie, right. And do a, do a CG tire and have it blow 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 geometry and 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 the simplest thing first, right? Let's see if that actually works. Let's see if we can get something that, that the director and the producers are happy with from the photographic material, rather than starting to reinvent the wheel and, you know, literally, pun intended. Um, so, yeah, it, it wasn't as simple as just morphing between two frames. It was, um, you know, cutting pieces, the cutting the van body out of the second shot, separating the tires morphing from one tire to the other, doing some additional warping to create kind of like that, that bowing out, um, of the tire so that as it deflated quickly, 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. A visible spray of air. It's a whole bunch of little, uh, photographic things really, and, and pixel manipulation and no, no CGI as we, as we know it. Um, and so it, it, it worked. And this is a great example of, um, you didn't need a VFX supervisor, Richard, because you, you are who you are, right? You understand how to do it. Another filmmaker might need a VFX supervisor on set for something like this to go here's how we shoot it. Here's how we shoot it so that we have the materials to be able to pull this off. Otherwise, it's going to be a big thick post fix. It becomes a thing that you're really going. Yeah. It becomes a whole thing. Right. So, yeah, it, it was one of those things at first glance, I went. How do we do this? But then breaking it down to its component parts 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 is doing and how it, we have to keyframe it to react to the tire and all of that. And then doing those little, little bursts just to draw the viewer's eye. They hear the gunshot, which we also did the digital muzzle flash in the previous shot to hear the gunshot. They see this little, you know, spark hit as it, as the, like, a fragment ricochets off the running board, right? It's a whole bunch of smoke and mirrors to kind of, like, tell the viewer, look here, now look here, now look here. Right. Gun goes off, hits the tire, now the tire's flat. You get the, you sort of guide the viewer's eye to make the story. Right. So there is one shot where we did some CGI and it's, uh, there's, um, the apartment. That Angel has been in the apartment and he's cracked the window earlier in the day and he's going to come back and sneak in through the bathroom window. He's got a shimmy up the drain, the drain pipe. Um, and I think you guys had put like a PVC pipe partway up and then decided you needed to move it and we needed to put a window. Like we had to essentially rework the whole shot to make it, to make the story point. Um, how did, how did that come about? Um, and, and, and kind of what went into planning that

[Richard Kilroy]: 45:23

we had a location set for that apartment building and then we lost the location. So suddenly my story point didn't make as much sense. In this new location, as it did in the older one, because the older one matched some of the geography of her apartment upstairs. And now suddenly we had a building with the window at the edge of the building where it couldn't be. So it's an impossible room. So I had to split the difference and say, as long as there's some sort of architecture on the left side of frame that says the building goes on a little bit, the audience probably won't start doing, you know, schematics and say, Oh, that could never be, unless they you know, uh, get bored and do that. I don't know, but, uh, that that's, that's what the need was. And I guess one good thing to remember when you're directing a movie, that's going to end up having visual effects, give as many assets as you can to post production. So that's why, even if we weren't going to use the deflated tire. It's like, well, now you have reference for what the deflated tire will end up looking like on this particular van. So it's just giving you something more to work with. So it's like, if we had the pipe, I wanted it to go higher than we needed it for the live action. So at least you get to see the trajectory of it. And, you know, it was something just to try to massage that a little bit. So you're not just stuck with, you know, inventing everything from scratch.

[Keith Clark]: 46:47

And they were smart when they shot it too. They, they even had a fallback for their fallback of, they, they did a three POV tilt up to where the window would be. And as a safety, they also just did a lock off POV shot. And I think we talked about that with you of, it's like, if we, if we're asking too much, if we're not able to pull off the 3D effectively, we could always, you know, make this a 2D shot 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 as far as like dropping that stuff in? You say that was really the one shot that kind of had a substantial 3D component to it.

[Paul DeNigris]: 47:23

Yeah, I would say that's, that's really technically the only CG shot in the, in the film. And if I am not mistaken, it was also day for night, was it not?

[Keith Clark]: 47:33

Yeah[Richard Kilroy]: It was, it was, yeah. Right? Yeah. And we had to do, some sky replacement And 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 enough It was a lot of light.

[Paul DeNigris]: 47:42

Yeah. It was dusk for night.

[Keith Clark]: 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 Clark]: 47:54

Change the address. add the window, move the 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, the rule was make it look, make it fit. Make it fit everything. Yeah. And, and make it feel like it belongs in the scene. And we had your, we had nighttime photography of the, the other location that this was supposed to be. Right. We had that as a reference for color and for, for, for lighting and all of that stuff. And you're right. Reference really is everything. Um, yeah. The more reference, the more real world reference a filmmaker can provide to a VFX artist, the better the VFX will be. The trap, it becomes very, very easy 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. 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, you know, can actually change over time. And so it's always good to go back and you know, what, what does the tire look like when it's flat? What does this kind of gun look like when it fires? You know, all those sorts of things. Yeah.

[Richard Kilroy]: 49:28

We did, we did try to do interactive flashes of light whenever we said, you know, bang for the, because I didn'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 of different approaches for the gun stuff. A lot, several times it was simply pantomiming. Sometimes they had the light, a light gag tied to the gun. And then at least one time it was like a gas powered, like a, something that brought the slide back or it did have a little,

[Richard Kilroy]: 50:04

yeah, action to it, but there was none of the, they're all plugged, you know, and we did this whole thing with the first AD telling everybody a safety meeting and the armorer and saying, you know, these do not fire, but we want to show you the mechanisms and everything because, you know, that one disaster, sure, happened on Rust, you know, we're all very aware of that. Yeah,

[Keith Clark]: 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 is we get away with it in this film but the timing is, really, I think hard to get accurate to where it is the guns being fired you if you put your sound effect in the right spot and everything Often the light flash is coming. Yeah, a little three frames later It's very hard to get a human being to, two human beings to sync up

[Richard Kilroy]: 51:02

It’s like dominoes and you know all the dominoes don't fall at the same precise second You got to wait for the the lag and that's what happens when you go bang and the actor goes 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.

[Paul DeNigris]: 51:19

Right, and I, and I seem to recall one of, one of the shots, it might even be the one where Angel fires the, the little revolver at the tire. I seem to recall the, the light gag may have been off by a few frames and we, we... Um, added light when we added the muzzle flash, nice added light, but again, we had the reference of what does it look like when this practical light gag goes off on frame. Let's make our digital light look like that. And then we tend to mitigate the, the effect of the practical light a couple of frames late. Yeah. Right. Um, yeah, it's, it's little things like that. Again, it's the, you know, the cumulative effect of all these details that, uh, right. that make a movie, a movie, right? Um, one of, one of my other favorite things, um, I mentioned my, my noir that I made, uh, called The Falls. There is a waterfall photograph in, uh, in Proof Sheet. This is getting strange now. That I immediately, immediately identified as Niagara Falls. As it And there was, uh, there were a couple of shots where the exposure on the photograph wasn'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 think I have that exact photo taken. You did right around, right around the time that Proof Sheet is set. Not that anybody's gonna notice, but yes, I snuck in some stock photography that we had taken of Niagara Falls.

[Richard Kilroy]: 52:50

I remember you saving.... saving us. Well you, there is one time where the effect. Absolutely saved the scene because the scene did not happen as I needed to happen. And it was a misunderstanding between a department and they didn't know that I didn't want a photo of the waterfalls in a close up when he throws his photos in this trash can. He's giving up on the, you know, his investigation. He goes, I'm giving up, but then he notices a little detail in a medium shot on in this photo. He sees it. And so if it's the whole photo is the clue, then that doesn't make him smart. He made the blow up. So why wouldn't he just see it when he made the blow up? So it has to be something inside the picture. And we didn't have that. And that kept me up staring at my ceiling fan at, you know, 6 a.m. you know, not sleeping. And so it's a perfect solve that the story point is now in the movie where it wasn't before

[Keith Clark]: 53:45

and it required a couple of tricky composites to deal with. It wasn't just that scene where he throws the photo in the trash. And then we actually do like a full on Spielberg push in, we go through push into this thing in the trash. But then there's the flash through the flashback. Yeah, in the, in the flashback, we need to see that photo hanging on the wall in a hallway amongst 1 or 2 other photos. So you had to do that shot. That became an effect shot as well. It was, it was something that came out of a story problem that purely was something didn't go right with shooting. No matter what we tried to do in editorial, we could never make it sort of...make sense

[Richard Kilroy]: 54:20

No, I knew that that was never going to work because it would make our main character look stupid. And if you've done that, you lose the audience and we can't have this. And there was no way to reshoot it. We had that location for exactly the time we had it and that was it.

[Keith Clark]: 54:36

It was definitely solved.

[Paul DeNigris]: 54:38

Yeah. Yeah. Right. So yeah, it was just a, it was a happy coincidence that like I could identify. I'm like, I know exactly where 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 egg from, from me and like the two other people that would actually care, uh, you know, from my, my crew that worked on that film with me. So yeah, it's, uh, I'm very happy that 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 went into it eyes wide open. You knew what you were, what you were asking for. You knew what you were planning for. I, I would assume there weren't too 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 so hard to get this volume of quality shots for our budget and that they 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.

[Keith Clark]: 55:50

It was always, how can we, anytime you heard from us about adding a shot or sometimes going beyond like a version three or whatever, we would have to have a conversation first. And there were times that I think I probably said I talked Rich. I think there was at least one time I told Richard stop obsessing. No, we can't. Yeah, we've exhausted our goodwill, I think. And it probably wouldn't be a good idea 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 Kilroy]: 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 Clark]: 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, if you wanted to fixate on a movie like this, you could very easily go from our 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. Get rid of these things, change that, but you don't need it. The truth is you don't, that's back to what I was saying earlier. You have to really be smart and judicious about what's required to tell the story.

[Richard Kilroy]: 56:56

Well, prioritize and know that if your story, like you said earlier, if the characters are involving enough and the plot is unfolding in a way that you're wrapped up in it. Then some of these other fringy things can just fall to the wayside and you go, well, okay, that's all right.

[Keith Clark]: 57:10

We were going to originally recall, uh, do a callback to sort of the transition of the photos coming to life sort of at the climax of the movie. And at that point in editorial, this was before we were even working with you. It, because it was, that was one that wasn't really figured out on the page. We couldn't really figure it out so much in editorial and I knew that we weren't going to have the money. To really do a classy sort of interesting VFX approach for what would amount to maybe four or five more shots there and it became just a simple thing of, yeah, he's looking at this proof sheet and then you just on use of photo, uh, shutter and a black, a black frame with a sound effect and boom, and now we're inside the photo and it's a freeze frame. And then it comes to life and you're literally just doing a freeze frame footage rolls. It freezes on the, on the clicks and you're eliminating any need for VFX.

[Richard Kilroy]: 58:05

I wrote this whole thing where we're. Traveling in and animates and travel back out and, you know, all this stuff, which, you know, it's easy to write this stuff, but yeah,

[Paul DeNigris]: 58:15

right. And we had done that, that we'd done it already times. And then when he, he papers, his walls with the photographs and sort of recreates the apartment in 3d space. And then she comes to life in the, in the photos, which is another one of my favorite shots. I love the way that one turned out.

[Richard Kilroy]: 58:32

Yeah. That came out well

[Paul DeNigris]: 58:34

Yeah, but by then we've we've sort of set up the visual language of this is how Angel interacts with these photos. This is how his imagination is connecting the dots and then you could shorthand it as the film comes to its climax. You could shorthand it and some of it just is It's black and white, right? Like the film, like the proof sheet. And so it's understood. We're seeing kind of how he's extrapolating the action, right? No, it's what he's seeing on the proof sheet. And it doesn’t need to be a gimmick at that point.

[Richard Kilroy]: 59:03

Yeah, no, in fact, it was the best choice really, because I had written the ending as very operatic, you know, very drawn out. All the pieces are falling into place. Oh, you know, so I was really kind of milking that idea of moving in and out. But when you came up with that solve, I said, well, there you are. Because at this point, let's, let's get the story finished.

[Keith Clark]: 59:24

Yeah, you want to move in a straight line toward sort of climactic moments.

[Richard Kilroy]: 59:28

Yeah.

[Paul DeNigris]: 59:29

Everything we do in post ultimately has to serve the story. Right. And sometimes that is throwing away a good idea that's on the page that looks like it's a good idea that seems like it should be a good idea, but it's throwing it away just to again, like you said, take that straight line, get there quickly, make it an elegant solve. I mean, the story dictate, you know, 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 in italics or everything in bold face. You want to break it up. And so you go at that point, it needs to be fast.

[Keith Clark]: 1:00:05

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 illusion that they've seen something that they haven't seen, and maybe that's just through sound design and a particular type of cut or whatever, but yeah, as far as the, um, what you were saying about what, what we learned or what I can say, I learned, uh, about, uh, Maybe a good way to look at how to deal with the VFX going forward is one, I mean, you know always have to be organized It helps so you make sure you know what you're doing when you're shooting the stuff so that you're shooting the plates that you need and the textures that you need in the reference that you need and in editorial it's also kind of important to have either an editor and assistant editor that's done some VFX work on other projects, bigger projects, whatever, and that they know what the pipeline is and they know what the workflow is. Because what is important with VFX is you have to really be organized from the editorial side. It's a whole other layer of complexity because now you're, it's not just editing the film. Now you're dealing with a shot that might have one, two, three, four different elements, different plates that are gonna get combined. You have to be able to do, even if it's terrible, 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 there with a thing that says, tire deflates. You got to do something that helps you 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. It's specific spots in the frame. But for us, you know, the, other than organization, 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, or try to avoid getting stuck in post where you've, you've run into trouble the first eight steps of the way and the last two steps, you don't have any money 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 that we found we didn't, we weren't able to get what we had maybe initially thought we were going to a year before when before shooting had started and what we would have for post, but we got really lucky that when it came down to it and we had to really get creative and scrappy and start asking around that we 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. And obviously sound design 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, other than Oppenheimer, this movie might have uh, the most amount of music under it, but it's, uh, and she, and she, and she nailed it.

[Richard Kilroy]: 1:02:58

And yeah, it's a, it's a very good score.

[Paul DeNigris]: 1:03:00

The score is beautiful.[Keith Clark]: We kept the emotion and worked with a temp that was very important to the images. And she was able to translate that in a way that, um, you know kept, kept everybody happy.

[Richard Kilroy]: 1:03:13

luckily I set up a tip jar so I can pay everybody.

[Keith Clark]: 1:03:17

They'll get their profit points. I'm sure.

[Paul DeNigris]: 1:03:21

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 one of my, one of my favorite in the world. And, um, I thought the audience response was tremendous. It was wonderful to see the film on a big screen. What else is happening as far as festivals and, and, or distribution for Proof Sheet?

[Keith Clark]: 1:03:47

I think we're on the hunt is I think the only way you can describe it like anybody else.

[Richard Kilroy]: 1:03:52

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 the tail end of our festival run. We have another screening coming 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 theater was a great experience with the sound and the picture being so amazing. And this movie was meant to be on a big screen. We shot it and it scope and we were really hoping to get a, a nice theatrical, but you know, we don't know 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. So we're, we're still going weighing our options. I guess

[Keith Clark]: 1:04:38

It’s a tough game for indie filmmakers. As I'm sure anybody watching that's finished a film and went down that path of what do we do with it and how do we get it out there, you're taking it to film festivals, you're taking it to sales agents, you're trying to basically get some interest and you're trying to get offered a type of deal that makes it justifiable that you can accept it. And that's not so easy these days. It's a very, very different industry right now than it was. Even five or 10 years ago for distribution. Um, there's on the one hand, there's a lot more, uh, outlets with all the streaming and everything. There's a lot more places that your movie can end up, but sort of the value of movies has been decreased. So anybody that is looking to take your film. As far as, uh, not to get too deep into 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 similar movie 10 years ago or 5 years ago. So they have to be really judicious. And I think they're probably doing, they're doing the right thing, which is they're they're playing a longer game and not taking the first sort of thing that comes their way and let's you know you enter it into as many film festivals as frankly you can afford to enter it into and you hope that at some point It makes some connections. Somebody sees it that likes it that mentions it to somebody else and the right sort of avenue will eventually show up.

[Richard Kilroy]: 1:06:04

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 and Alejandro Delgado, he's the producer. He's been fielding all of this and keeping track of, okay, this person wants to see the film. This person has seen the film now wants a phone call with us. You know, he's been very busy through this whole process. So it's,

[Keith Clark]: 1:06:28

it's, it's somebody else's problem at this point. Right. Figure it out.

[Richard Kilroy]: 1:06:34

I just want it to get seen. I don't want it to be, you know, the city's best kept secret.

[Keith Clark]: 1:06:39

Yeah. And it will, it will find its path.

[Paul DeNigris]: 1:06:42

It's a, it's such a good movie. It will find its audience. It just may take time. And, uh, and your producer Alejandro is a go getter. Yes. I have no doubt that he's going to find, 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.com Correct.

[Richard Kilroy]: 1:07:04

Proofsheetthemovie.com think that's right.

[Keith Clark]: 1:07:08

Yeah, we should know that. Shouldn't we? I will make sure that it goes into the show notes correctly. All right. Good idea. And we have a face dial up your 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 the film is through social media. I'll make sure all of those links are in the show notes for this episode. Yeah. And, um, where is, do either of you have a social media presence? Or a website that you'd like to plug here that, uh, people can check up on what you're doing next. Uh, I'm on Instagram.@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 about whatever and maybe whatever particular project I'm working on as far as maybe the behind the scenes documentaries. And, uh, whatever the next budget, you know, as, as it is with NDAs, you're not allowed to really post on anything that you're actually working on until a year or two later. Anyway. But, uh, so it's not a lot of real time action. And Richard, you have an OnlyFans now, right?

[Richard Kilroy]: 1:08:29

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, but that's and I'm on Instagram, but I don't remember what the address is So I'm not my own best agent at the moment.

[Keith Clark]: 1:08:46

They'll find you if they want to.

[Richard Kilroy]: 1:08:48

Well, I'm Richard Kilroy and look up, yeah, director, you'll find me. Well, thank you so much gentlemen for being part of this episode. I really enjoyed talking to you as always about Proof Sheet and about film in general. And, uh, I hope, I hope, I know that my audience will have gotten, uh, some valuable insight. From this conversation.

[Keith Clark]: 1:09:08

thank you. Thank you. Thanks. We love the podcast. It's a service. It's great.

[Paul DeNigris]: 1:09:13

Thank you. Uh, for my audience. If you're watching this on YouTube, please like, subscribe, leave us a comment. Let us know what you liked about this episode. If you have comments or questions for these gentlemen or for me. Or something that you want to see in a future episode, please share it with me on YouTube. If you're listening to the show on iTunes or Spotify, or one of the multitude of podcasts aggregators out there following us, 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 before they make VFX mistakes. For the VFX For Indies show and also for myself and everyone at Foxtrot X-Ray. Thanks so much for tuning in and we'll see you next time.