The film was partly inspired by Spielberg's use of old war footage in his childhood films. The film clips we used were from three old WWII films that we legally cleared as being in the public domain. It was really fun tracking that stuff down (thanks, buyoutfootage.com!) and ponying up for the first official HD transfer of Angel In Overalls, the film that provided the amazing P-38 shots.

The film was shot in a single weekend in the Tobacco Root wilderness near Bozeman MT. We camped out all weekend, seven filmmakers in the midst of nature, and had a terrific, immersive experience.

AIRCRAFT

The American flies a P-38 Lightning, aka Angel in Overalls (American), aka Fork Tailed Devil (German). Originally, I'd written in a P-51 Mustang, but then one evening my Dad waxed rhapsodic about his favorite childhood airplane, the Lightning. His dad, my Grandpa McW, worked at Lockheed on the old Constellations, and my dad had been smitten by the P-38. His prized model Lightning was about 3 feet in wingspan and was a challenge to fly, as it had dual engines driven by wound rubber bands, and he tells me the challenge was winding them both up at once, and then somehow launching the thing into the air.

As it happened, when I went hunting for WWII stock footage, I came across an amazing war film called ANGEL IN OVERALLS, produced by the Signal Corps, that contained the most spectacular dogfighting footage I've ever seen. So we went with the P-38.

Aviators will need to suspend their belief a little to buy this story, because most know that if a P38 loses an engine, the other one will normally continue to turn with enough velocity to carry the bird back home. Not in our lil world, though! If you didn't pick up on this little plot issue... well, now you know! : )

The German flies a Messerschmitt 109e, one of the main birds flown by the Luftwaffe. Most of those shots are taken from a German propoganda film captured after the war. Creepy viewing, let me tell ya. The cockpit shots for both planes were different angles of the same T-6, a WWII-era trainer aircraft.

The dogfight footage between the P-38 and the 109e, gleaned from public domain WWII footage, in a nod to Spielberg's childhood films. Apparently, when Sir Steven shot his Super 8 epics, he lived near an Air Force base, and his father arranged for he and his buddies to sit in a cockpit for the close up shots of the pilots scouring the skies for the enemy.

Well, we didn't have the luxury of living near a base -- P-38s are extremely rare birds, and good luck finding a Messerschmitt to film in! I was reluctantly considering sinking a bunch of money into building a cockpit that could double as both planes, when on a whim I called an air service that operates at the small airport about three miles from my home. The receptionist turned me over to the owner of the joint, who gave me some terrific news: there was a vintage T-6 (WWII trainer fighter airplane) kept in a hangar there. He graciously gave me the name of the owner, a guy named Evert, and after a few more phone calls, I tracked him down.

It was true -- Evert had purchased the T-6 a few years back from the South African Air Force (yeah, I didn't know they had one either!) and offered to roll it out on the runway for our close-up shots. Nothing could have prepared me for the emotional jolt I felt when I saw it for the first time. I've seen a few airplanes before, but this sucker was *vintage* WWII and looked, felt, and smelled the part. With a simple variance in camera placement, we were able to have the canopy serve as both P-38 and Messerschmitt, which worked pretty effectively.

We shot that stuff on the same Fuji Eterna color stock we used for the rest of the film, and desaturated it to match the telecined dogfight footage. Some (including my dad) have suggested the effect would have worked better if we'd shaken the camera a little or scratched up the footage a little. That's probably true, but I have to tell you -- after working seven years to complete my last project, a feature film shot on MiniDV, with the miserable resolution and image tonality that comes with that format -- there was no way I was about to purposely degrade the images we'd captured for this film. So forgive me if you feel it looks out of place, but I just wasn't going there!

GUNS

The American is armed with a M1911A1 .45, the trusty weapon of the day. For the German, I was all excited about getting my hands on a Luger for this film and then, wouldn't you know it, a little research informed me that Luftwaffe pilots preferred Walther PPKs, made famous by James Bond and much smaller than the Luger. So our guy sports a PPK.

Both guns are actually cap guns purchased from a re-enactment supplier in (of all places) Tokyo, Japan. Customer service was lacking, but the guns looked pretty good when I put them next to period originals of the day. The funny thing was that the manuals were all in Japanese. I took them to a friend of mine from Japan who kindly translated them into enough English for me to realize they were probably patently dangerous to use.

So the muzzle flashes are FX shots, not because we didn't have the capability to do actual gunpowder, but we didn't have a licensed armorer and I was reluctant to hurt anybody over a 5-minute film. I'm not big on gun movies anyway, but I love the final outcome.

Oh, and both of those guns exploded on impact when thrown -- scores of tiny pieces ricocheted around the boulder field. So much for recouping my investment on eBay!

KNIVES

The German sports an actual period Luftwaffe gravity knife that I purchased from a man in Poland. Thiswas another one of those crucial purchases (like the vintage flight suit) that I made in order to get an authentic feel for the film and earn buy-in from the audience. The knife has a little release mechanism that, when pointed to the earth, causes the blade to extend from 5" to about 8".

The American pocket knife is sort of a gag. The particular mint and model of knife was produced by the thousands during WWII but never saw action. The real grunts used the tiny wood-handled variety you see at the local drug store. Since we were going for humor, we needed that can opener to be fairly big, so we went with the one we did.

GEAR

War Between Angels was shot with an Arri SR-3 in Super 16 with a 10.5-210 Canon lens. The stock was Fuji Eterna 250 and 500. Our only source of artificial light (if you want to call it that) were two 42"x42" reflectors, one gold and one silver.

This was the first movie I'd shot on film since film school, and it was thrilling to dive back into light meter exposures and test rolls. After spending several years cranking out a feature film on DV, I'd forgotten how wonderfully forgiving film stock can be, and it worked out great considering our odd mix of daylight and forest shadows.

SOUND

We recorded NO location sound. Every sound you hear in the film was a sound effect from

sounddogs.com, except for some extremely rare sound effects of actual P38 engines, kindly provided by an avid Lightning buff who travelled far and wide to record them. I'd heard that anyone who has flown a P38 is acquainted with its very unusual engine sound that comes from having two harmonically balanced engines mounted in precision alignment. It was a real treat to locate and gain permission to use those sounds for extra authenticity. The other plane, a Messerschmidt, had its voice supplied by a combination of Mustangs and Thunderbolts.

FX

I did most of the simple shots myself -- the stalled propellors and gun flashes and expended bullets -- either in After Effects or right in the Final Cut compositing tool. The shot of the P-38 soaring in over the ravine was done in Maya by the amazing and multi-faceted Vince Cusomato, who also played the American aviator. The 3D Lightning model itself was created by Anders Lejczak, a talented modeler from Sweden.

The shot of the aviators falling over the cliff was a Poser rendering also done by Vince.

TELECINE

The telecine and *gorgeous* color work was completed by Eric Rosen at Flying Spot Film Transfer (fsft.com). He dumped directly to Uncompressed HD and shipped me the files on a FW800 drive, which we then hooked up to a beefy new Mac Pro tower for post. The Mac Pros can be internally RAID striped and are capable of tremendous throughput, to the point where you no longer need an X-Serve to edit uncompressed HD. (I was truly impressed with this workflow, and recommend it to anyone who hasn't tried it!)

Once finished, I was able to turn around and sell the tower on eBay for only $1000 less than I paid for it. Not bad, if you consider how much some shop's edit bay would have cost me, and I got to edit in my jammies!

MISCELLANEOUS FACTS

The music for this film is taken from two symphonies composed and produced by my dear friend, Eric Funk. He writes this brilliant stuff then hires out symphony orchestras in Eastern Europe to perform and record them. We first met when I worked at Kinko's and he'd some in to copy his scores. A few years later, he acquiesced to letting us use his music in my first feature film, PSYCHO SHEEP OF BUTTE (psychosheep.com).

There is a much longer script for this film which included visitations of ghosts of former wars and a funny scene where both aviators are tied up face-to-face and locked in a barn by a French family, because they aren't sure which side is going to win the war.

I've had a few nice compliments from viewers about how realistic the costumes look. Well, they should! They're actual WWII flight suits. The American flight suit is actually a replica, but the German is wearing an authentic Luftwaffe flight suit we bought from a collector for $800. Sadly, neither suit survived filming intact, but I felt it was extremely important to have authentic looking costumes to have the ultimate buy-in from the audience. The patch worn by the American is for the 9th Army Air Force, the actual division that flew P38s over Europe.

The Luftwaffe pilot was played by Jeff Spicer, a good friend of mine who also played Randal the Psycho Sheepherder in my DV feature, Psycho Sheep of Butte.

A bear showed up at our camp the first morning of filming! It was sitting there watching us from about 50 feet away. I think he wanted a breakfast burrito. Fortunately, there were seven of us, and between us we had lots of shovels and bear spray and even a machete, so he opted not to charge our table. We just had a little staring contest for awhile (although we were ready to dive into the back of the grip truck if needed!)  He was (we believe) a 3-year-old Cinnamon bear. Sadly, we think it was probably shot by hunters about an hour later. Haunted us for the rest of the weekend.  (A few months later, our DP confessed that the reason he didn't film the bear was because he was in the outhouse at the time! Good as place as any, I suppose, under the circumstances!)

Wild creatures were not the only dangerous aspect of filming in the wilderness. After the sun set on our first day of filming, after the campfire had been extinguished by a rainstorm, and everyone had retired to their little tents scattered amongst the dark forest, I was awake in my tent with a flashlight and a No. 2 pencil working on storyboards for the next day's shoot. I was incredibly tired, but the bear encounter had me a little wired still, so I thought I might as well get a jump on the next day and be ready for daylight reveille at 5:30 AM. I guess it was a combination of the gentle rain pattering on the fly coupled with a very satisfying, hard won first day of shooting -- soon it all sent me into a deep, contented slumber, drooling all over my doodles. All I remember after that was waking at about 2 AM, my body gripped suddenly with excruciating pain. Turns out the temperature had dropped to about 30 degrees and I had fallen asleep ON TOP of my sleeping bag, and just about gave myself hypothermia. It was weird -- I couldn't move. My whole body was cramped and contorted, and it took about 5 full minutes to drag myself into my sleeping bag!

If you're the kind of nerd that loves Google Earth (I'm addicted to it) and would like to see (or even get driving directions to) where we shot the film, enter these coordinates:

Latitude: 45°28'35.97"N

Longitude: 112° 4'16.58"W

Range: 830m

Heading: 173.000000°

Tilt: 73.000000°

It's all there -- the forest, the boulder field, the cliff, and the river!

THE LETTER SHOT

WARNING! This is the story behind the "letter scene". It's hard to write about this pivotal moment in our film without divulging a major spoiler, so if you're the type who doesn't like an ending given away, better stop reading for a moment and first watch the movie.

If you've seen the film, you know that the letter scene is sort of the spiritual reconciliation of our film. But in its first draft, the script actually didn't refer to a letter at all -- the German soldier pulled out a photo, instead. We even went so far as to have the American pull one out, too, and have them compare girlfriends. It was a bit of benign, cliched melodrama that clearly needed a fresh take. Vince Cusomato, who played our American aviator and also contributed much of the computer animation, struck up the idea of switching the photo for a love letter. Less cliched, he reasoned, and perhaps more poignant, affecting, and ... well, literary. I bought in immediately. Although I sensed it would be a slight challenge to communicate clearly to the audience, I trusted the emotive abilities of Vince and Jeff Spicer (our German) enough that I thought perhaps the emotional tones we struck would lend just enough color to

pull it off.

And I had a decent prop for it. The letter we used was a Christmas letter from a German relative, written to my mom after a recent visit. It started off saying, in beautiful German script, "I was lovely to hear from you again after so long..." Since I knew we'd be shooting near a river and didn't wish to damage a family keepsake, I made four or five color copies of it, and weathered them up to look like they'd been in the guy's pocket for ages.

When it came time to pull it out on camera, we went in reasonably tight to try to capture the authentic German script. That's when the obvious problem clobbered me over the head -- unless you spoke German, the content of the letter wouldn't be readable. And no one would get it. I could hear people already saying, "What are those, secret plans??" Sure enough, once we had the telecine back from the color lab and played it back in a rough edit, the meaning of the letter (despite solid work from the actors) was utterly lost.

Now less than a week from my deadline, I had to scramble. I reviewed all of our footage, looking for some little cutaway I could use to manufacture a moment. After much hunting, nothing seemed to connect. Finally, in sheer desperation, I remembered how during the post of my last film (Psycho Sheep of Butte) I'd resorted to articulated (rotoscoped) mattes when I was horrified to find that green screen on DV stunk. I spent a few years of my life hand drawing layer upon layer of those little matte shapes in After Effects for what amounted to about 20 minutes of actual screen time, with mixed results. But I realized now that skill set might come in handy here.

I tried several experiments with the German handwriting fading through into English, but then -- oh man, it's upside down! Still unreadable.

Rats.

And I decided right then that I would try to pull the letter out completely, digitally, and replace it with the photo that I'd originally written into the scene. The letter was an inspired idea, but I'd failed to pull it off, so I was going to admit defeat, bite the bullet, and spend a few hours inserting a photograph, frame by frame. I scoured the internet and found a working still of a fraulein to use as a test. I dropped it into my workflow, pulled out the old matte pen, and went to work. A few hours later, I rendered and ran it. It was awful.

There was no registration -- the photo was sliding all over the hand, and the angle of the letter kept changing, so the image I was embedding on its surface kept distorting terribly. It was just not working. But something struck me. I noticed that, for a few frames, here and there, the photo seemed almost like motion footage. It was weird, but the girl seemed to change expressions somehow. I glanced at the sliders and realized that the photo was 85% transparent. Apparently, I'd done that unconsciously whilst trying to blend the photo into the live action footage. The resulting grain, and the changing textures of the letter behind the photo, lent life to the girl's eyes. It was ... ghostly.

A half hour later, I had another -- successful -- test. I'd drawn a simple circle matte around the girl's face, with a nice soft feathered edge, and faded her up on the letter when it came into frame. Then, I slowly faded it out, like a candle flickering and dying. Ghostly. Unnerving. And WOW. Cool!

But I needed a photo that wasn't some ill-gotten copyrighted internet find. So I emailed the photo to my lovely and amazing cousin, Sarah Figoten, a filmmaker and actress from LA. Sarah jumped right to it and the very next day I had three headshots that matched the inspiration shot beautifully. I then simply dropped out the old fraulein and dropped in the new one, and rendered.

And voila -- the final shot you saw in the film! Probably, visually, the *marquee* moment in the film. And delivered just in the nick of time. Truly one of those happy creative endings that can only happen when you strand yourself deep in a creative burning house and make up your mind to ... somehow, some way ... get your ass out of there alive.

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If you’ve read this far, I’m impressed!  Thanks for stopping by, and I hope you enjoyed the film!

Colin