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So you want to be a filmmaker? Forget the lecture halls, the high tuition fees, the trudging off to classes. To find out what it's like in the trenches, where directors juggle ornery casts and pesky producers while overseeing script rewrites and rebuilding flooded sets, you can't beat the audio commentary tracks of DVDs. A director sits in front of a screen, watches his (or her) handiwork of months or years ago and relives the heaven or hell of shooting this masterpiece or turkey.

If you're lucky, he will warn you against using certain camera angles and give you a tip that will save days of expensive shooting on location. If you're unlucky, he will spend the hour and a half indulging in looky-itis: telling you precisely what's happening on the screen, like a simultaneous translator from English to English. Ernest Lehman, though an excellent screenwriter, was particularly guilty of this in his commentary on Alfred Hitchcock's North by Northwest.

One of the best instructors at DVD University is Sidney Lumet, director of Network and 12 Angry Men and author of an excellent book of practical filmmaking advice, Making Movies. On the DVD commentary for the cops-and-courts drama Night Falls on Manhattan, he gets right to work with the title sequence, a moody piece of animation in which midnight-blue bars descend into a black rectangle to create the skyline of New York.

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"The most important thing about titles is to try to prepare the audience for what they're about to see -- the mood of it, the feel of it. Obviously, in a comedy you want to give them permission to laugh; in a drama, [you want to tell them]the kind of drama. Is it a melodrama? Is it something that's going to take time to develop, which by the way is one of the reasons why musically and visually the tempo of this is very slow, because this story does take its time developing."

The Martin Scorsese commentary for Taxi Driver appeared on the laser disc, but hasn't yet made it to DVD. It should. Remember the scene of Robert De Niro confronting his reflection and repeating the line, "You talking to me?" Scorsese: "I was saying to him, 'I really think we need for you to speak to yourself in the mirror,' and so he came up with this dialogue. I remember I was sitting at his feet, on the ground, and I had earphones on and all I heard was the city sounds, and they were too strong. I asked him to keep repeating himself, and then he sort of got into a roll. . . . It took about three hours to do."

Lesson: Not every memorable moment in filmmaking is planned. George Tillman Jr. encouraged Vivica A. Fox, Vanessa L. Williams and Mia Long to improvise a wedding-party scene in his family drama Soul Food because he "wasn't really happy with what I wrote on paper with this particular scene." At one point, Long, the new bride, sees a woman bumping and grinding with Long's husband on the dance floor and enlists her friends' aid. "The last line Vivica Fox says is, 'Let's go out there and beat the ho down.' Actually, in the script she said, 'Let's go out and beat the bitch down,' and we kind of agreed it was a little too harsh, let's try to loosen this thing up, this is a family movie."

On his track for Basic Instinct, Paul Verhoeven discusses camera placement with director of photography Jan De Bont, who later directed the bomb-on-a-bus thriller Speed. Verhoeven: "Our camera is really low all the time." De Bont: "I like to show the ceiling, I like to show the audience this is a real location, it's not a set, there are real people living in this house." Cautionary note: It's a lot more expensive to do it that way, with ceilings.

Spike Lee, when he isn't offering thought-provoking reflections on the racial politics of his film Bamboozled and of society in general ("in my opinion, this gangsta rap is a 21st-century version of minstrel shows"), offers good value as a directing coach.

Of a scene in television writer Damon Wayans's apartment, in which Wayans seems to be standing still as his apartment revolves past him in the background, Lee says, "This is my signature shot right here. Damon Wayans is riding on a dolly with the camera and we're going all around his apartment. The fact that it was shot on video [makes it look as if]it was keyed in, like it's blue screen, but it's really not."

Want nitty-gritty details? Bamboozled was shot on digital tape with a Sony VX-1000, a camera cheap enough that Lee could afford to use 15 of them for some scenes. Harold Ramis, in his amusing commentary for Groundhog Day,recalls creating a blizzard ("we covered the hillsides with white blankets") and dubbing the voice of a policeman in postproduction ("sometimes you hire an extra who doesn't really act very well, their voice doesn't sound good"). Food note: Actors eating a lot of food in scenes usually have a spit bucket. Ah, the glamour of show business.

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Then there's the matter of sex scenes. De Bont, commenting on Sharon Stone and Michael Douglas intertwining in Basic Instinct: "You have to be careful not to show them too much, not to show them too little. 'The breasts are a little too high, too low, can you tape it up a little bit. Move this back a little bit, move your feet up a little higher.' It's like, you have to give them pretty direct instructions, which is really weird."

This being a film class, prepare to have illusions stripped away. Robert Altman says the running motif of loudspeaker announcements in M*A*S*H was dreamed up in the editing room, after the film had been shot. When Bill Murray consults a doctor (played by Ramis himself) in Groundhog Day, Ramis notes, "It's actually just a two-wall set, and it's actually 2:30 in the morning when we're shooting this scene." No low ceiling shots there.

Goldfinger director Guy Hamilton blows the gaff on the opening credit shot in which Sean Connery, as James Bond, steps into the iris of a gun sight and turns to shoot at it. "This always amuses me, because it's not Sean. It's Bob Simmons, who's about five inches shorter than Sean."

In one continuous take in Basic Instinct, several characters enter an elevator, travel up a floor and step out into the new hallway -- or so it seems. In fact, it's the same hallway, with a few plants rushed in while the elevator doors are closed and new people shoved into the scene. De Bont: "We do that several times in the movie, because of course we couldn't afford to build two sets on top of each other in the studio."

Ah yes, money. Tillmansays he couldn't afford to shoot a home movie of the characters to run under the opening credits, so he used a montage of old family photos supplied by the actors. Lumet says his rule of thumb in deciding whether to shoot away from the studio is whether it will take more than two days. "If I'm going to have to spend more than two days, it really becomes financially more sensible to build it, unless of course you're building a Louis XV ballroom. . . . Even though you get the set for nothing on location, you're carrying an awful lot of extra stuff. You're carrying generators, extra crew members, extra dressers, extra grips and electricians . . ."

One of the more entertaining commentaries accompanies Atlantis: The Lost Empire, a visually stunning animated feature. Co-directors Gary Trousdale and Kirk Wise and producer Don Hahn note the advantages of not having to build sets when deciding to throw out one opening and substitute a new one. Imagine a live-action director casually saying, "We thought the movie would open stronger if we started it with the sinking of Atlantis."

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Lesson here: Don't get stuck in the rut of the tried-and-true. Originally, Atlantis was going to include a rat sidekick for the hero Milo, "somebody to talk to in kind of a Disney convention. . . . It didn't quite make it to the final cut, though, because it . . . felt we were getting Milo an animal sidekick kind of out of habit." Since the film had already done away with many of the conventions of other Disney cartoons -- songs, for instance -- "we just decided, why not let Milo tell his own story rather than always having to cut back to a little animal to make a sad or happy face to tell the audience how they're supposed to feel for Milo."

Do the directors sense that people may be taking notes as they listen to their DVDs? Yes, they do. Cue Sidney Lumet: "For those of you who are film students, when you want black, don't put any light on it. It's as simple as that. I know of 20 different cameraman who have said, 'Oh, Sidney, please, we need a little fill [light]here.' "

Rob Reiner spends most of When Harry Met Sally recalling who suggested which bit of business for the characters played by Billy Crystal and Meg Ryan. Fortunately, he breaks away to explain his philosophy of not letting the camera get in the way of telling the story: "You know, in most of my films you don't really notice the photography. It's not flashy, there's not a lot of wacky camera angles." And anyone who thinks this sort of thing is easy should note the sequence in which Crystal, Ryan, Carrie Fisher and Bruno Kirby are talking on four phones to each other from three different locations, all on screen, and the camera never cuts away.

"We wound up doing this 60 times. . . . We had three different sets, we wired the phones together so that everybody could hear everybody else talk. . . . It looks unbelievably simple, but it was the most complicated thing I've ever shot."

Some tips are unexpected. In M*A*S*H, the officers rig a tent so the flap will rise, exposing Sally Kellerman in the shower. Kellerman was nervous about the nude scene, more (says Altman) from vanity than modesty. On the first take, Kellerman "hit the ground so fast we couldn't tell what she was doing." So before the second take Altman and Gary Burghoff (playing Radar, as on TV) "stood on either side of the camera with our pants down. So when that tent came up and she looked out, what she saw was the two of us standing there naked, and that's why she stopped and kind of froze, and we got the shot that we wanted."

With instruction like that, you should have no trouble qualifying for an educational tax credit for the full cost of the DVD.

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