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Frankie Sez: Relax and Just Do It

Frankie Frain is a Boston based independent filmmaker who has produced and directed the Troma feature length classics I Need to Lose Ten Pounds and A-Bo the Humonkey. He is best known for his YouTube popular comedic cartoons, “Lord of the Rings by George Lucas” and “How George Lucas Might F*** Up Indiana Jones 4.” Recently, he was featured at South by Southwest in the documentary The People vs. George Lucas. He is currently directing his third feature, Sexually Frank, due out next summer. Check out making-of video blogs at
Hollywood Hand-off
The following manifesto was written as a resource and love letter to independent filmmakers of similar sensibilities, and was originally posted at

Frankie FrainI began writing my first feature, Tromadance 2006 winner I Need to Lose Ten Pounds, when I was 14 years old. I, like so many out there, was inspired by Troma films and B-horror (well, B-anything really. If it was cheap and shitty, I seemed to like it) and not only felt that I could pull off the same production value easily enough, but could comically embrace the film’s inevitable shortcomings. Between this and being chiefly inspired by Cannibal! The Musical and The Toxic Avenger (neither of which were really horror films – they just sort of fit in well with that crowd. Cannibal was more like a Rogers and Hammerstein picture and Toxic Avenger was ultimately more like a brutal superhero flick), I ended up making a musical comedy adventure film about a fat kid named Miguel who’s being chased by Richard Simmons. Oh, and his brother has leprosy and his best friend is a whore factory owner named Silly Waunka. Retarded enough idea for you? Clearly, the content of the film did not and would not take itself seriously…

…but fuck, the effort did. Imagine if you will: A 14-year-old idiot calls his best friend.

“Will, we should write a movie about like, fat people and put all our fat friends in it.”

For some reason we had a lot of fat friends.

“You think they’d be offended?”

“That’d be gay if they were. So wanna write it?”


“Okay, awesome – we should be able to use my parents’ camera and I think you can edit on computers now, so let’s just do that.”

“Um, okay.”

“But if we say we’re going to do it, we really shouldn’t work on anything until THIS is done. Like, I want to make sure we finish this one, because it’s really funny.”

“We JUST thought it up in like, ten seconds Frankie. It’s not that good of an idea.”

A year passed, but we slowly wrote it. It was sloppy and my co-writer was never much into it anyway, but that strangely made the comedy that much more cheap and innocent and invariably that much more fun. This was also 2000: the technology was younger than I was, almost too young to get an editing system running. But begrudgingly, and understandingly dubious, my group of little friends agreed to help in the effort. And we totally screwed ourselves by just writing anything that came into our cute little heads. Special effects, big locations (and LOTS of them), a large cast, musical numbers, whatever – if you read that original script, you’d think we were wealthy little fuckers. We weren’t. We really weren’t. Why did we do this? The same reason we were making a feature in the first place – we were too stupid to realize it was all impossible.

And like many projects I’m sure you’ve either tried to start or have agreed to be a part of, this “film” was dangerously close to just fading away as that “stupid idea we had when we were freshmen in high school.” But one very important event occurred that took it from naïve idiocy to a potentially real production: a 450 pound computer nerd who lived a few miles down the street that I was introduced to. Jon Hunt was 6 years older than us, and in 2000, Jon already had a computer ready to perform large scale video editing and even possessed some sound and camera equipment (well, more than my parents anyway). And he was willing to build me a computer. And he was a brilliant music writer. And he was gigantic! He’d be a perfect cast member in this film! Plus he had a full time job and could freakin’ drive! I was just lucky that he was at all amused by the comic work of a 14 year old jackass, let alone a piece that ripped on fat people so aggressively. I showed him some of my short works (I think my animation How Hitler Stole Chanukah won him over), and suddenly, we had just multiplied our resources by a few dozen (as well as our sum weight). Plus, Jon made the most buttery, fatty, delicious, can’t-get-enough-of-it macaroni and cheese.

As I got way fatter hanging out with Jon every weekend, we started shooting shorts for a variety of purposes. Sometimes for fun, but often for me or my friends’ high school projects. I think we were just motivated and excited to make anything, because we never really had. And every time we shot a new film, I would say stupid shit like, “So when we’re shooting Ten Pounds, we should shoot at such and such a place, with 12 cameras,” and my friends must have wondered, “Does he still want to make that stupid ass movie?” Indeed I did, and Jon stuck by me, saving for a new Sony PD-150.

Another year passes. Now I’m approaching 16. I’m thinking about colleges and still dreaming of someday making my long, dumb, Troma movie.

And one day, there it was. The Ten Pounds camera. Bought used for a great price. We shot a couple of shorts with it and… it suddenly wouldn’t turn on. We cracked it open and bam. Salt water in the camera. There’s no return policy. We’re boned.

Almost another year passes before Jon finally buys the camera the movie was REALLY waiting for – the DVX100. The messiah of indie feature filmmakers. My friends were shocked when I called them all to meet up on the first day of shooting: March 22nd, 2003. My girlfriend’s family owned a funeral home, and that’s where we were shooting. A Japanese character was in this particular scene, and our high school had some Okinowan exchange students in town. And since we honestly had no Asian people of any shade in our town or school, we asked the only male exchange student, Tamoya, if he’d like to be in the movie. I don’t think he knew what we were asking, but we showed up to his host’s house at 5am, stole him, brought him to a funeral home, gave him a sword, and made him be in a bloody, weird movie.

Fuck. I REALLY hope he thinks that’s how America is for the rest of his life.

The scene came out all right and was ultimately cut. But from that day forth, the shooting of I Need to Lose Ten Pounds had begun. And two years later, shooting sparsely on weekends, getting in trouble with the law and the local school system for the manner of our shoots, and almost losing our main actor half way through shooting (he got bored, decided the effort was pointless, and quit. Who was able to convince him to come back? Jon Hunt. As if the guy wasn’t already useful enough) we finished the film. It was a moment I had fantasized about for nearly five full years, and if I can be just slightly romantic for a moment, it was as relieving and incredible feeling as taking the world’s largest shit. The film’s final quality was almost less important than its mere completion. That crazy script with the locations and special effects had actually gotten shot by a group of teenagers, with few compromises and virtually no cash. How? There’s a big answer and a little answer.

Little answer: Again – we were too stupid to realize it was impossible. So we just did it.

Big answer: Let’s go into some methods and techniques we used and implemented to pull this off.

Know when to be honest and know when to lie.

This is important. I’ll give an example.

“So how long will you be shooting at my all-male bath house and buffet, and how many people will be here?” asks the location owner.

“We should be about 2 to 3 hours, and it will only be a cast and crew of about 7,” you reply truthfully.

“What’s this for?”

“The local high school video yearbook. It’s just a wholesome, fun little scene we’re shooting,” you lie through your fucking teeth. You don’t need to tell him the scene is about group masturbation and seafood.

Obviously you have to be honest about the way you’ll be exploiting their location, because he/she will be there keeping a steady eye on you. But if you start shooting the clean stuff first, or run boring rehearsals, they’ll eventually leave you alone and get back to alphabetizing the lubricants in the stock room. But if you describe any plot or characters or details that are just irrelevant to them, they may realize you’re the depraved ingrate you really are and call the whole thing off. I was once so close to having someone’s personal mansion as a location, but I gave too much of our vulgar plot away and she declined. So be smooth, very polite and articulate, and seem like no hassle to them at all. Remember, they have no incentive to let you do this other than personal kindness (or if your location scout is hot…but I was always the one doing it so that never worked well for me). And with that, never bullshit the owner with “your location will be featured in a real live movie!” because they just don’t give a shit.

Oh, and get your location release signed when you show up for shooting, before you even begin. That’s key.

Location shooting for I Need To Lose Ten Pounds

Carry the burden. It is YOUR movie.

So none of this, “Come on guys, you committed to this! The film belongs to all of us!” because they’re not buying it, especially if it’s your first film. On my second feature, people knew I was going to finish the piece, but on Ten Pounds, for all they knew, I could get bored any day and just have a pile of useless, half-shot footage. For the most part, the only reason anyone would show up to your shoots (crew or cast) would be because it sounds cool or because they’re your friends and just want to be nice. So don’t be a dick to them!

Here was a common film school scenario I saw far too often: aspiring director recruits his/her cast and crew while totally playing hard-ass producer, making them come back for follow-up interviews and what not, and then when shooting time begins, all he/she wants to do is be the director. They don’t want to be the diplomat or the caterer or producer or anything but the guy or gal who plans out the shots. Well guess what douchebag – regardless of what capacity your crew has committed to, you’re making a no-budget independent film, so that means YOU take on EVERYTHING. The more you can allow these volunteers to just focus on that one little thing you need them for (like, gee, I don’t know, portraying your film’s characters, or golly willickers, holding the god damn boom mic), the happier they’ll be to return to each subsequent shoot. Don’t “hire” a “producer.” YOU are the producer.

So the lesson here – don’t throw it in their face that they committed to helping you. You’ll just make them regret it and they’ll never help you again.

But that said…

So how do you get make up designers and proper actors and people who aren’t just heavily bearded horror fans to help out every weekend? It goes against some of my philosophy, but you will have to find an incentive for them. Hopefully they just like your script! That’s the easiest way, and is going to be the most important factor any way you slice it. But the fact is, there’s a shitload of actors and designers who need resumé work, and guess what? They’d love a feature on their resumé. So see if you can find ways to include their work or talent in the movie a little more so their reel is that much larger – it will probably improve the film.

A-Bo The Humonkey

For the guys out there – get a girlfriend.

Because then you won’t give a fuck about making your shitty little movie.

But seriously, every successful project I’ve been a part of (including my own, obviously) has had a really cool, down to Earth, sociable, hard working and sturdy as a rock girlfriend attached to the director and piece, playing every role she can. I wish I could put my finger on exactly what this does for a production, but obviously a project’s success is based on the help and charity of those who love you, and who better than someone like this? Plus, an all-guy party scares location owners and actresses and everyone, especially if your film contains nudity or sexual situations involving females.

So get a chick to at least be there.

Keep shooting days short.

I have good friends who shoot very long days for successive weeks, and they’ve had complete success. But if your script contains the kind of locations, effects, and shot for shot scope that mine stupidly have, it’s the quantity of locations that will dictate your shooting schedule. So I could have, for instance, a very difficult location that’s only featured onscreen for a minute or so – but regardless, that becomes an entire shooting day, unless you can somehow group locations together (i.e., the all-male bath house buffet is coincidentally a block away from the hermaphrodites-only YMCA that appears later in the film, and both feature the same characters). But because my total shooting time tends to be several months (most people can only commit to weekend shoots since, unless you’re a rich bastard with nothing but rich bastard friends, everyone has jobs or class), I don’t like to tax everyone with dreadfully long shooting days. And there’s another upside to this – you don’t have to spend money on that most wasteful and pointless of commodities even the poorest of filmmakers seem to insist on providing: fuckin’ food. Do full stomachs appear on screen? No. Do they make people happier and turn in better performances? Debatable, but even if true, we low-budget fucks could only afford 4-for-3 medium pizza deals anyway, and pizza makes everyone just wanna hang out or go home and take a crap.

Short days – they’re easier to schedule, get people to commit to, and book locations for. It shouldn’t be too tall an order to keep the day short. I mean, you are shooting on DV aren’t you?

Don’t get snobby about aesthetics.

That’s probably pretty obvious, but I just want to remind you that good actors and a good script are the most important parts of your films, and they can and should be 100% free. But obtaining good aesthetics (and I don’t mean good camera work or competent lighting, a good DP should be able to capture these elements for free as well) is the quickest way to spend unnecessary money. Buying complex lighting kits, unnecessarily large-res camera, or god forbid, shooting on fuckin’ film.

Save yourself money. Focus on what really matters.

On the set of Sexually Frank


Don’t get caught up in “professionalism.”

I think this sorta sums up a lot of what I’ve been saying – only concern yourself with what’s actually going to appear on screen. Too many young filmmakers are too concerned about their perception as professional filmmakers. You know what dude? Do whatever it takes to make the movie. Don’t bring unnecessary equipment to look badass (you scoff, but I’ve seen it), don’t have precious, private moments doing bullshit exercises with the cast while alienating your bearded and autistic crew (you scoff, but I’ve seen it), and for the love of Christ, leave the walkie-talkies at home – you all have cell phones. I’ve just seen too much emphasis put on what “looks right” or how the pros do it and it makes me nauseous.

But I’m probably preaching to the choir – I’m talking to people who make movies with titles like Control-Alt-Die and Terror Dactyl. The only thing stopping you from making your movie right now is a couple of phone calls to some friends saying you shoot on Saturday the 19th. You’ve probably heard this advice more than anything else – just make the movie. Don’t worry about if it’s going to suck – it’s your first movie, it probably will anyway. And who knows? Maybe you can fix the suckiness in post by cutting most of it out (that’s what I did). Just get it out of your system.

Be too stupid to know that it’s impossible.

–  Frankie Frain

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