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In our first-ever Bonus Feature Film School, we review a horror DVD not for the movie, but for it's bonus features and their usefulness to the low-budget film-maker...

Shallow Ground is a 2004 supernatural horror film written and directed by Sheldon Wilson. The film is likeable enough with solid performances, some beautiful cinematography, and an interesting premise. What makes Shallow Ground stand out from the rest is it's budget.

The project started as a DV direct-to-video feature but as things progressed and more friends lent their support, it grew into a 35mm theatrical release but its budget stayed small, a mere $72,000. Compare this to a typical Hollywood "micro-buget" of $7.2 million.

The DVD of Shallow Ground has two fantastic bonus features. First off is a commentary track by writer/director Sheldon Wilson and director of photography John Tarver. Both men were producers on the film as well.

What emerges in their commentary is a very practical overview of the shooting of a high-quality, low-cost film. They go into a fair amount of detail as they explain the techniques that helped them make their movie on such a shallow budget. There is much to learn here:

Shoot only what matters
Throughout prinicipal photography they shot only what had to be shot then. Typically wide and medium shots of locations and any shots where the actors were recognizable. Everything else was left for months later during post production.

This included every insert shot in the movie; a hand holding a printed report, a finger being pierced with a needle for sampling blood, cutaway shots of newspaper clippings, you name it.

To make this work Wilson and Tarver had to recreate small portions of sets, relying on the fact that background drop out of focus quickly in 35mm. Traver also had to carefully match lighting from months before.

Mit out Schprecken
This concept carried over to the sound recording on set. They quickly abandoned sound recording for any scene without dialog. A shot of their hero walking through the woods with leaves and branches crunching under foot? Shot totally silent the day of production allowing the production to move much faster. This of course leads us to the next point.

We'll hear that in post
The film benefited by an extremely professional mix by sound editor XXX. The producers believe (and I tend to agree) that

The commentary describes how a typical Hollywood film would use up to 200 tracks of audio. This happens because every sound you see on screen that isn't spoken by an actor has to be removed from the dialog track and replaced in post. Why you ask? Becuase movies are localized into other languages. Professional movies are delivered with 2 different mixes. One has all the sound; dialog, music, and effects. The other has just the music and effects portions with no dialog (know as M&E).

steadicam let them move quickly
The production also kept moving thanks to SteadiCam operator XXX. For many shots it was so much easier to leave the camera flying rather than lay dolly track, etc especially on the uneven ground outdoors. The SteadiCam also lends a creepy, floating feel to much of the footage. Check out the shot early in inspired by Jodie Foster's introduction in Silence of the Lambs.

An interesting exception to the use of SteadiCam are several shots deliberately done hand-held, to add an unsteadying feel to key moments.

Don't fix that in post!
While audio in post was great for Shallow Ground almost all the visual effects were done in-camera. The commentary describes a number of these shots, including a bus hitting a naked bloody boy (that old chestnut...) and ultra-creepy intelligent blood that changes directions as it flows. Throughout the film the use of clever practical effects helped keep costs down and realism up. The one CG shot that's pointed out in the film just doesn't sell itself very well on screen.

Poor, poor man
In the vein of in-camera effects, the film makes use of tons of driving shots done with the "poor man's process." This typically boils down to shooting actors in a stationary car as you pass lights past it and off-camera crew bounce the bumper up and down.

Look elsewhere for a detailed behind-the-scenes of how this is done (see our review of Frailty for instance) but the version done in Shallow Ground is worth noting. In the later part of the film the town has lost power and is mostly deserted. As such, there are no lights to drive past and no other cars on the road.

Tarver makes clever use of moving flags that block his keylight (as opposed to moving lights that would add to it temporarily). The effect of these quick moving shadows suggests tree branches blocking moonlight. in the shot of the two women driving you can also see reflections of branches passing overhead in the front windshield of the car. These are actually a single branch on a light stand behing "spun like a helicopter" but the effect works well. Having seen so many versions of this gag done with lights it was refreshing to see how the movie dealt with a lack of lights.

Sheldon Wilson, writer, director, editor
John Tarber, director of photographer and co-producer

topanga canyon - grove of old trees

shots in small office after prinicpal photography - cloeup shot inserts

made for well under $100,00 next to no money

worked for no money or deferred pay

small piece of property - close enough for travel

sound stage in van nuys

used every inch of property for something

building set as they shot, clockwise. hammers start after they yell cut

SAG experimental - use union actors but defer wage

neighboors weird truck.owner lives in Korea. rented truck to them 1 week before shooting started.

steadicam - b.j. macdonald - no pay
human tripod. so much faster to use it for statics.

handheld for shots of boy. unstettling feeling.

post processed to make everything colder. even exteriors.

lucked out with overcast califonria days

ran out of time and left kill off-screen - see stocker out of focus behind before she does

make scenes work in well-designed master instead of lots of shots. had to for time. creative probelm solving

trick to lighting - foreboding at start. then power goes out during day. then all power out at night. how do you light a scene when there’s not supposed to be any light

mood and emotion trumps lighting logic

initially a $40,000 movie. was gonna shot on DV. got anothe 30-40 thousand. shoot on film

effects. patrick macgee. everyone said no way to do it.

rooster on property - cut around rooster in soundtrack.

sound - steve london and richie nietto. sounds like a feature, not a cheesy film. score and mix brought it to a whole other level.
richie did all soudn in exchange for a protools system - usually have 200 tracks of audio. footsteps, everything other than dialaog replaced. did entire move with 32 sound tracks.

were goign to do soudn in computer - wrote for trailer. but sounded cheesy. somehow steve went to budapescht with 72 piece orchestra.

little stunts in movie. hanging from tree. car crashes. stunt people quoted entire budget for stunts. cut out of film? richard and scott. did all stunts needed safely and without wire rigs, poor mans way. shoestring budget. richard unsderstood how things look on camera. got most of what they wanted but cheap and safe.

Norm Carland - owned property in topanga.

no dialog, didn’t record souond. - all richie with sound design and steve with music.

blood on leaf - rack focus to actor

on ladder with eye dropper of blood

after effects for flash-back sections

small studio in north hollywood. - not gonna pay for AC. get there. doors open during build. when shooting with doors closed, 110 degrees. 1 take, people melting. dig in and pay for AC for a few days.

reverse photography of blood

living blood- platform. recrreating part of set. locked camera and lights to platform and moved it. blood seems to flow.

silence of the lambs shot. runnign to meet actor coming the other way they reversing.

used audio for lots of unseen things. didn’t have to shoot, show it in post.

handheld for unsettled scene after cop shoots cop.

had to reschedule first 2 days of shooting cuase one actor got a paying job. had to juggle it around to shoot all his parts

steve easton - det russel. has acting school in burbank. extras were often from his class

inserts shots a couple of months after shooting. hand holding printouts. left for later anythng not with lead actors in shot. fake a corner of set months later.

used so much blood. fake floor paneling. soaked through and stained floor of sound stage. won’t ever be white again. used gallons of blood.

sound design in flashbacks. part of look very low-tech. stained glass rippled window glass. stuck in front of lens. then digital on top.

never had a rubber knife. leap of faith for actors.

backyard - crawl space. dug hole to get camera low. hit gas line but didn’t damage it. several holes in his yard. orsen wells did that too.

inside VW van - smallest interior set.
finger cut-in - martins hands. trying to prick finger to get blood. couldn’t ask actors to do it.

camper-trailer with another vehicle. rougth rouad to it. switched to bus

framed shot with window behind. payoff with stalker later.

created interior where they put the body. cobbled together from junk. wall on right is shed, rest is junk. shed he had was so full on junk, no way to shoot it. AC wrapped in blanket fo rbody.

1 forrest path. shot the hell out of it. shot every tree in norms property.

1 of few times on different property. damn in asuza. needed to own a bridge. 5-8 cops, moved bus anytime car came, etc.

bus hits rocky. shot in reverse. right up next to him, in reverse. backed slowly away. camera backwords and slow speed. fast toward him.

tons of blod on road. next day trying to clean it up. big mess.

engine shots. auto junk yard. exposed engines. start one up for us?

jump back stunt in bus. - did it under his own power. no cables, wire removal, etc.

hanging scenes. holding onto material. box to stand on. not actually tied. old circus trick.

writen as 3 shots, got in one. like it when you can get in a oner.

moving POV goes to actor over horizon. - silence of the lambs

stan winstons pumpkin head on this property

john - oiled up - looks greasy, sticky.

sun behind people or in shade - keep exteriors from being too bright

locations tuff. - antonio prod sound. musician. - challenge in the beginning. good sound from worst circumstances.

scene shot for whole movie. little to ocompicated. poor mans process. car crash. blood puddle, arm over hood, crash

got set up and medic got lost. had to wait for medic.

shot birthday footage in backyard day before principal photography

scene with dad watching at dusk while everyone else was eating dinner. - no dialog scene.

great texture of hoome video palyed back on TV and filmed. hard to do. shutter to match screen. shot hard to do. had to pause tape at right part. didn’t have zoom lens. had to dolly in and rack focus.

had to blow out lantern in studio shot to match set shot of unlite interior. no actual wind, just SFX and lamp going out. couldnt’ have light inside cause it wasn’t the right set inside

night exterior is one of the biggest shots. noramlly full crew. here doign it with a couple of guys gaffer curt myles. a lot right out of film shcool.

shallwo ground was one big film school - pros mentor new guys.

would much rather work with someone who is smart and eager to learn than someone who knows their stuff but has a bad attitude.

hard to find a place in california that will let you crash a car into a tree. desert area infested with ants. rockys legs covered in corn syrup and ants.

had to be careful. only so much film and time. dailies 2 or 3 days later. locations gone by then. carefule to make sure getting everything before moving on.

smoke in outdoor scene. looked good, but neighbors might have called fire department. couldn’t use after that. no smoking area. against the law. script supervisor quit cause she couldn’t smoke. did whole movie with no scrip supervisor.

smoke highlights light sources. interior ok for smoke. gun on his shoulder to hide missing badge.

shot completely out of order as most movies are shot. no supervisor. everyone helped out. jennifer - wardrobe - bloody shirt. only had 4 shirts. each had a certain amount of blood.

body room - set decoration with fly strips. normally a 3 day shoot for that room. they did in 1/2 day. everyone doign everything at once. set, bodies, lighting all at once. hard to move around because of hooks form ceiling.

scene shot 2 nights on damn. no dialog usable. re-recorded dialog in 200 sq foot office in purbank. no one knows it’s been replaced.actors nailed ADR. richie did amazing job making it work.

adr - in a room 6 months later. get your head back in there. match performance, lip movement

cop beating up guy - no permit. police car and 2 cops. in area of la that’s quiet. got by with no permit. shot really quickily.

to save money - bought generic soda. “simply soda” - I just want a coke.

built little set for pickups long after shoot. killer lady with articles on walls. had to create set theirselves (pd on another show). made all the newspaper articles. have nothign to do with headlines. scanned out of newspapers. wood in set is wood from walls of sheriff’s station.

office in mini mall next to remax and dentists office. empty office nearby was their studio.

poor mans process of “death truck” - in bakc of production designers warehouse in path of burbank airport. ritchie cleaned up audio. no one knows they’re not moving. lights, bounce bumper, etc. great low budget cheat.

close-ups of dead heads a month and a half later. sheriff with bodies on set.

note: poor mans process with no other cars or lights on road. they had a blue “moon light” and passed flags for branches blocking light (instead of moving lights to add it).

after finishing location, crew went home, then producers do cleanup - pick up cables, etc. give damage deposit - to get back have to clean up.

”small” 5-ton 1972 ford grip truck -

poor mans - tree tranches reflecting in windshield. - 1 branch on light stand spinning like a helicopter blade. real shots - tow car, light road, police, safety.

as director, easy to talk to actors between takes.

car crash into tree - small stunt but done fo real. car wouldn’t start after crash. tow companies wouldn’t go get the car. owner mad about car. took 2 weeks to get it towed.

always racing the sunrise in the morning.

lighting with kino-flos - natural quality - moved really fast - kinoflo helepd them out on this ifilm. lots of good will. cashed in every favor. couldn’t make this movie a second time.

in camera - head shake - 3 frames a second. had to do it for 2 minutes. made her sick.

close-up shots - back at studio. cut down branches from yard. all indoors after the fact. 2 hours per makeup change - shoot for 10 seconds. more makeup. took forever. producers hand in her neck. martins - his feet on platform as well.

last shot reveral. 2 months after principal. - cheat on fist through torso.

thanks investors

one thing to make a move. another hting to get it sold

music for independent movies is usually a guy with an acoustic guitar. rock song. great way to walk out of a theater.

important points:

very low budget
shot only what they needed during prinicipal. recreated closeups later on months later with stand-ins
steadicam let them move quickly
no audio unless there was dialog
sound and music was majorly important to finished quality
in-camera effects - blood, engine, speed reveral, etc.
poor mans process (unique night-time with no othe rlgihts)
shot on 2 locations - one stop shop, lots of value
pulled in all their favors

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behind the scenes

$40,000 shoot on DV - got bigger and bigger. $72,000. speilberg spends their budget in 3 days on craft services.

monoey on locations

no matter the budget, enver enough. most or what we have. on shallow ground so incredibly tiny resources

process of developing younger talent. differed pay - eventually pay off

their 12 - 18 hours. soggy doritos - jumping over rattlesnakes - back in 5 hours - everyone so on board.

didn’t know each day who was going to show up the next day.

shoot location, give crew a day off, producers come back to clean up, move, and prep for next day.

director drove grip truck - trashcan on location could only ask so much.

throwback to old horror movies. al lot of blood - lots of bood - smell gross

always mixing blood - 5 gallon buckets.

insert shots of motor rig. - shows rig - wooden pallete for grill to break up flow - fender on c-stand not attached to anything for backround - camera wrapped in plastic -

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blood flowing effect. change directions, intelligence. - rebuilt parts of set on platform. - 2x6 platform floor - lifting with 2x4s. camera, set, and lights on platform. poor mans gimbal. - grips lifting platform.

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rocky - prosthetics on face - on foot at one point - tubes in hair - blood in eye
har to deal with - can control it - blink and it runs - sticky good - applying with eye-dropper.

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shots of macgees lab - shelves with molds - sculpts in process - white plastic eyes in heads under process. - was gonna be entry level guys. - sent script and they signed on to do it.

shot of front of face positive with clay on angled easile - 2 legs in back.

budget nill for special makeup (effects).

tooth brush applying color - appliance on old woman around her throat.

punch through boy -

ws to sell motion
insert punch though - torso with hole - on 2 piples with cartellini clamps and c-stands.
ws with fake fist
inset of arm buried in chest.
(insert shots pans with fist as it comes through - bigger hole with latex skin that streatches outward.

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music - was gonna be on computer - got bigger and bigger - orchestra in hungary -

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everyone was doing it for the right reasons - everyone invested in story and the artistly behind it. everyone pitching in to make the best movie they could

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shot of steadi-cam wth bounce card and boom for a distance.

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names list:

the making of Shallow Ground

Tara Killian - “Amy Underhill” - blond murder vicitm cop didn’t save
Sheldon Wilson - Director, Writer, Producer
John Tarver - Director of Photography, Producer
Lindsey Stoddart - “Laura Russell”
Saul Gallegos - Special Make-up Effects Artist
Patrick Magee - Special Make-up Effects Supervisor
Steve London - Music Composer

final notes:

use close setups to shoot certain shots long after actors are done - sfx, hands, inserts of objects, etc. - get good at recreating parts of sets out of focus and matching lighting

use practical effects wherever possible.

simple story with few locations

set up the day before, breakdown the day after. shoot day is for shooting.