Production Notes

Louisville, Kentucky isn’t the first place that comes to mind when most people think of feature filmmaking. But the city, hometown of the producing team of Matt Niehoff and Brian Cunningham, has more to offer low-budget filmmakers than you’d expect.

“I really don’t think you’d be able to make a movie like this in most other parts of the country,” says Cunningham. “The amount of talent, the generosity of the people and the overall excitement of the town is a real rarity, and we’re so thankful for the experience of making the film.”

The movie is “Overtime,” an action/scifi/horror buddy comedy that follows two hit men fighting their way through a hoard of zombie-aliens (or, as Niehoff refers to them, “zaliens”) to get to a nine-year-old boy’s birthday party.

“It was always an ambitious script,” says director Matt Niehoff, “and as we kept rewriting, it just kept getting bigger, more imaginative, and more difficult to pull off on the budget we had. We reached a point where it felt like we’d bit off more than we could chew.”

Enter veteran make-up effects artist Dusty June. The queen of gore sat down with the creative team and broke down the script, page-by-page, analyzing the production’s needs and suggesting ways to pull off the movie’s ambitious effects on the cheap.

“I was totally shocked when Dusty kept saying ‘yes’ to every challenge we’d throw at her,” says Niehoff. “I really thought she’d tell us we were crazy and we’d have to rewrite, but instead she seemed to have a solution, trick, or contact to help solve every problem.”

“It wasn’t easy,” June laughs. “but Matt had a clear idea of what he wanted, which is really important with this kind of movie. I knew the feel Matt and Brian were going for, and from there it was just a matter of finding creative ways of making it happen. And creative people.”

The “people” were the team of Embodiment FX, a make-up and special effects company that came together half way into Overtime’s grueling nine-month shooting schedule.

“It was kind of amazing how everything came together,” says Kaley Roberts, co-founder of Embodiment. “Dusty kept talking about this movie she was working on and how great everything was turning out. And how much work she was putting in. Soon, she was asking for help, and before we knew it there was this amazing team that had come together. And I found myself managing a new effects company.”

“Every week, more and more makeup artists would show up on set,” says director of photography Brian Cunningham. “Finally I had to ask Dusty where all these ridiculously talented people were coming from. She just smiled and said ‘ Didn’t you hear? I started an effects company’.”

But effects were only one challenge the producers faced in getting the movie made. With an ensemble cast of eight principle actors, over a dozen supporting characters and close to fifteen locations, the producers had their hands full.

“Plus we had to pull off the gun battles,” says Niehoff. “Digital blood and muzzle flashes, finding prop guns, buying wardrobe in different states of goriness…there was a lot to do.”

“The movie really had every element you aren’t supposed to have in a low-budget film,” notes Cunningham. “Long action scenes, effects, prosthetics, a large cast, over a dozen locations, stunts and kids. But it was the collection of all those elements that made the script fun, so we weren’t about to compromise.”

Luckily, the production got a huge shot in the arm through the help of one of Kentucky’s biggest film and video production companies.

“Brian and I have worked at Videobred for years,” says Niehoff. “So we have a great relationship with the owner, Jamie Pence. When I went to Jamie and told him my plans [to make a feature film], though, I wasn’t completely sure of what his reaction would be. He said yes…in a huge way.”

“Jamie seemed just as excited about this movie as we were,” says Cunningham. “And not only was he amazingly supportive throughout the process, but he was a constant source of inspiration, giving us notes, making suggestions and helping us in any way he could as we went.”

That help included granting the filmmakers access to Videobred’s extensive production equipment and resources on weekends and evenings, and allowing the cast and crew to take over Videobred’s building and use it as the main laboratory set.

“At one point one of our zalien extras threw himself into the wall so hard he put a three foot hole in the drywall,” says Niehoff. “I went to Jamie and told him about it. He didn’t even flinch…just asked if we had fixed it. I never heard another word about it. Really, I can’t thank Jamie enough; he made a lifelong dream come true.”

When pressed, though, both Niehoff and Cunningham admit that the biggest challenge wasn’t the effects or the equipment. It was finding the right cast.

“When we finished the first draft of the script, I told Brian that I wasn’t going to make the movie unless we could find the right group of people to bring these characters to life,” admitted Niehoff. “I’ve seen too many low-budget movies fall apart because the acting wasn’t up to par. And, to be honest, I wasn’t really sure Louisville had the acting talent to pull off a movie that mixes together so many genres. But when Al and John sat down to read together in their second audition, I knew we had something special.”

“I don’t think Matt and I were expecting the level of talent we saw in the auditions,” says Cunningham. “And then out of nowhere Matt gets this email from Al Snow, and he starts freaking out.”

“I was a little starstruck,” adds Niehoff. “I grew up watching Al on Monday Night Raw, and now he was interested in being in my movie. I remember going into the audition completely nervous about meeting him but knowing I had to play it cool.”

“I wasn’t a big wrestling fan, so I didn’t know much about Al before he came in to audition,” says Cunningham. “But after I saw what he did with the character, I was definitely an Al Snow fan. He just hit it out of the park. And when John and him started improvising and coming up with new material, it was like this huge weight was lifted off my shoulders.”

With their lead actors in place, the producers began to focus on the supporting cast. What they discovered was surprising.

“We had so many actors audition, and not only were they extremely talented, but they were pitch-perfect for the parts,” says Niehoff. “ I wish I could take credit for the casting, but the truth is, the movie sort of cast itself.

Cunningham has a different take on the casting process. “They say that the job of the director is 50% casting, and I think it’s a great testament to Matt’s skill that he was able to find the right actors for the roles and let them run with their characters.”

By the time cameras were ready to roll, the production had a full cast of veteran actors as well as newcomers. Cristina Mullins and Katie Stewart took on the role of Raph’s wife and boss respectively while Erica Goldsmith, Sebrina Siegel, James Tackett and Avery Apocalypse stepped in as a group of terrified employees caught in the zalien crossfire. Finally Rita Hight signed on to play the movie’s drug-addled villain, Dr. Bolland.

“Of everyone involved, I feel the worst for Rita,” says Niehoff. “She only worked two days on the movie, but they were the longest two days of the shoot. Not to mention that she had to put up with a seven hour makeup session for the final confrontation. I’m not sure she knew what she was signing up for, but she was incredibly professional and did an amazing job.”

Why such a long makeup process? “Tentacles,” Niehoff says with a smile. “I don’t want to ruin it, so that’s all I’ll say.”

Cunningham is quick to point out that all the talent wasn’t in front of the camera, though. “It’s one thing to ask people to give their time to act in a project like this, but it’s something else entirely to find people who will do the down and dirty jobs of setting up lights, working with the camera gear and lugging props and equipment from set to set. But we really lucked out with a first class crew of dedicated and talented professionals.”

While Cunningham points out that the crew was constantly changing based on schedules, there were two stand-out individuals on set day in and day out. “Joe Laughrey and Daniel Reed. They’re the unsung heroes of ‘Overtime,’ and if the movie looks good, they’re the ones to thank.”

Niehoff is quick to add his two cents. “Brian really brought this movie together, visually, in a way I don’t think anyone else could. There were some really complicated shots and lighting setups he pulled off. I asked a lot of him, and he always came back with an idea that made things better.”

Together, Niehoff and Cunningham set about creating a unique look and feel for the movie, a challenge that neither took lightly.

“We were trying to mix a lot of different genres,” says the director. “So the movie had to be light and fun, but it also had to be gritty and kinetic. We finally settled on letting the look of the film move organically between these styles. It really becomes a character unto itself.”

“We begin the movie with a really designed look,” adds Cunningham. “We have a lot of dolly shots, and even when we have action scenes, the shots are smooth and fluid. Everything is light and airy when we go to the family stuff. But then when we get into the lab and the **** hits the fan; we lose the tripod completely and embrace the docu-drama style.”

“I remember the first day of shooting the alien action scenes,” laughs Niehoff. “Brian was running around handholding this little DSLR camera. The cast looked terrified, like ‘What did I get myself into?’ But we took everyone back to the shop and showed them some of the raw footage, and they immediately got it.”

“It was really a production of ‘anything goes,’” says Cunningham. “Sometimes that meant using expensive equipment, and sometimes it meant lying on the floor with a handheld camera. The only thing that mattered was getting the right shot to tell the story.”

The “story first” approach was applied to more than just the camera work, though. In fact, it was a constant theme on set.

“I had some really good conversations with Matt about the kind of story we were trying to tell,” says John Wells. “There were really specific things that were important to make sure the plot was both believable and self-aware. Matt was really good at helping [the actors] walk that fine line between fantasy and realism.”

“What really told me we were making something good was how much emphasis was put on the character motivations and the family,” says Al Snow. “I’m on so many movies where all I do is kill people or try and look scary. Here, I was really able to create a realistic character with realistic problems. Without that, the alien stuff wouldn’t work. Matt understood that. He was always making sure the emphasis was on the right thing.”

“The story always has to come first,” says Cunningham. “Once we switched from writing mode to production mode, I had to focus 100% on the look of the movie…the lighting, shots, tone. Matt, though, was never distracted. No matter how difficult things got or how many elements we were fighting with, he was always asking ‘What’s the best way to tell this story?’ I’m amazed he was able to maintain that kind of focus.”

Maintaining focus was a challenge for everyone involved with the movie.

“Most movies shoot for a month or two and they’re completely wrapped,” says Niehoff. “Because we were working evenings and weekends, and because we were working around everyone’s schedules, we ended up shooting for nearly nine months. That takes its toll.”

“A couple weeks into production, one of our crew members found out she was pregnant,” adds Cunningham. “By the time we wrapped, she’d already brought her baby home from the hospital.”

While the long shoot was challenging, the cast and crew have few complaints.

“I really had mixed emotions when we wrapped,” says John Wells. “On one hand, I was so excited and proud to finish the movie and I couldn’t wait to see the finished version. On the other hand, I had a blast making it, and I really didn’t want the experience to end.”

“It never felt like work,” says Al Snow. “We did some long days and it was exhausting at times, but the set was always fun and relaxed. I wish every movie was like that.”

“I always hear the cast and crew of other movies talk about how you become a family on set, and I always thought that was just some marketing line,” says Niehoff. “But with this movie, it couldn’t have been more true. I made lifelong friends on set, and, to be totally honest, I get a little nostalgic sometimes. I miss it.”

“I remember this big celebration when we wrapped shooting,” remarks Jason Paige, sound designer and recordist. “But there was still a lot of work to do.”

With no break, the production team moved into the postproduction process–editing the film, creating visual effects, scoring, mixing sound, and color correcting.

“In some ways the postproduction process was more grueling than the actual movie,” says Niehoff. “When we were shooting we would do one or two days a week, but postproduction was non-stop. But we really wanted to finish the movie as professionally as possible.”

That approach required Niehoff to execute 130 visual effects shots ranging from gunfire to screen replacements and motion graphics.

“A few weeks of my life were dedicated to animating muzzle flashes and fake blood hits,” he says. “It was fun…but it did get tedious at times. Still, I always had fun stuff to look forward to, like the Y-Box commercial.”

The Y-Box, a fictional video gaming system, is a main source of conflict in the movie.

“The Y-Box stuff is really fun,” says Cunningham “because we got a chance to create this satirical gaming system from the ground up. Joey [Goldsmith] created a logo and box design, and we shot a full commercial with models and costumes. That was a lot of fun.”

Another challenge faced by the production was the sound design led by Jason Paige.

“This isn’t a small indie film,” says Paige. “We needed tons of sound effects, atmospheric elements and wall-to-wall music. It was a huge challenge, but I think the sound really makes the movie more immersive.”

Paige composed and recorded original music cues for key scenes in the movie. His music is augmented by orchestral music and songs from Louisville favorites such as The Villebillies and Two Pump Chump.

“The goal was to get a wide variety of musical styles into the film,” says Niehoff. “The whole thing needed to feel cohesive, but we wanted the music to move us through the different genres the movie touches on. Jason did a great job of keeping everything consistent.”

While the music was being recorded, the producing duo of Cunningham and Niehoff were hard at work finishing the other elements of the movie.

“We basically locked ourselves in Matt’s basement,” says Cunningham. “We had three stations going at once…Matt was doing effects, I was color correcting, pre-mixing audio or adding sound effects, and Jason was composing. After a few hours we’d show each other what we’d done, critique, and sometimes even trade off tasks. It was a really fun and creative way to work.”

“But it was a lot of work,” adds Niehoff. “For two weeks straight, we all just stared at computer monitors and asked ourselves, ‘what can I do to make this movie as good as it can be.’”

The results, though, were worth the hard work.

“I remember we finished color correcting, put in Jason’s music, and pre-mixed the whole movie without any time off,” says Niehoff. “ When we finished, we hadn’t had a chance to watch the movie, start to finish, in over three weeks. But when we finally sat down at two in the morning and pressed play to watch the whole thing, it’s like the movie had just magically come together.”

“For the first time I was able to watch it as a full movie, not just something I was working on,” says Cunningham. “It was really a fulfilling moment.”

Now that the hard work of production and post production is done, Niehoff and Cunningham have switched gears.

“We’re focused on getting the movie out there so as many people as possible can see it,” says Cunningham. “We’ll be hitting up festivals, scheduling screenings and talking to distributors. More than anything, though, I can’t wait to watch it with an audience.”

“I just hope people have as much fun watching it as we did making it,” says Niehoff. “The goal was never to make an ‘indie’ movie or a ‘heavy’ movie. We wanted to make an entertaining movie that would surprise people and give them something familiar, but not quite like anything they’ve seen before.”

Are they happy with the finished product?

“Absolutely,” says Niehoff with no hesitation. “This movie is better than I ever imagined it could be. It was an insanely ambitious project, but somehow we pulled it off.

Brian Cunningham