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'Last Passenger' Making-Of Videos Provide a Crash Course in Independent Filmmaking

last-passenger_1The internet is rife with “making-of” videos for just about every major feature film that gets released these days. Unfortunately, a good portion of these videos don’t really show us anything in regards to the filmmaking process. More often than not they’re just behind the scenes interviews with the actors cut together with some poorly shot b-roll. On occasion, however, a video (or series of videos) comes along that shows us the nitty-gritty of the filmmaking process and provides a realistic sense of how films are really made these days. The making-of videos for the UK thriller Last Passenger provide such an experience.

First things first, have a look at the international trailer for the UK independent thriller, Last Passenger:

Last Passenger is essentially an independent character-driven runaway train thriller (which makes my title for this article quite witty.) What’s more impressive is that this film was made by a first-time feature filmmaker (Omid Nooshin) for roughly $2.5 million, which is absolutely absurd considering the amount of action and effects (both practical and digital) that were required for this script to come to life.

Funding the Film

Finding the money for a film like Last Passenger proved not to be an easy task for the producers of the film. Despite the fact that they had an excellent script, studios and independent investors just weren’t convinced of the film’s profitability. Here’s the first video, in which the producers talk about how they got the green light:

Essentially, when all of the investors said no to funding the film outright (despite expressing interest in the concept,) the filmmakers took a minuscule budget of around $600 dollars and made a promotional trailer. Here’s the trailer that they made, which helped them to secure the funding for the film:


Due to the fact that the film’s actual budget was significantly lower than what was originally called for, the filmmakers had to come up with cheaper alternatives for things like building train sets with removable walls. As an alternative to the traditional method, they opted to bring an actual train into the sound stage on which they were shooting and use it as a set. Although this provides a sense of cramped authenticity, those small spaces can be hell for a production crew.

Additionally, instead of attempting to use a blue screen all the way around the train, the filmmakers decided to use rear projection (much like on the set of Oblivion) in order to keep the budget lean. An added benefit of the rear projection, however, is that it creates a much more realistic environment for the actors and, when done well, can be more convincing than even the best blue screen work. Here’s the making of video for the film’s cinematography:


The editing of this film was relatively straight-forward, with the exception of the fact that there was already a polished cut of the film by the time they brought an editor on-board. This allowed the editorial team to focus heavily on creating suspense and tension through the edit.

Post-production sound also played a tremendous roll in how the film would be perceived by an audience. Here are some of the tricks they used to create the sonic landscape of this runaway train thriller.

Obviously the post production of such an action heavy film called for extensive visual effects. Here’s a look at how the production incorporated digital effects with the practical footage.

What I especially love about the way the effects were incorporated into the film is that they chose to use practical lighting for the digital effects that would give off light (such as fire.) More often than not, one of the things that gives away digital effects is the fact that they don’t create a realistic sense of light in the physical space in which they exist. Chivo talked about this extensively for Gravity.


It’s rare to see such a comprehensive look at all of the stages of the filmmaking process, especially on a movie that is fairly “low-budget” (relative to Michael Bay movies.) Here’s one more clip that’s just various pieces of BTS footage. Hopefully all of the previous videos will provide the proper context for this one, because this video is really awesome.

What do you guys think of the process behind making this film? Have you seen Last Passenger, and if so, what did you think of it? Let us know your thoughts on this film and its making of videos down in the comments!



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  • I wish there were more good b-roll BTS sequences that weren’t 5 second snippets edited together with music. I want to HEAR what the crap they’re talking about. I would be fascinated by a 1-2 hour BTS with all the dialog between crew etc, nice long shots watching them setup… ah, that’d be amazing.

  • Alot of great stuff in this post. Does anyone know the budget of the actual film(not the pitch video)?

  • Love the rear projection system, it works incredibly well ! (the effect is perfect). I would be curious to learn more about the rig using several 5D they used to film the plates, and how the placed the cameras and composed the footages.

    • the rig was very cheap and cheerful and the process relatively uncomplicated, although probably a touch more complicated than i make out here – especially when you dont have much money!

      A photographic tripod with a manfroto repro arm fixed to it that had 3x 5D’s 16-35 zooms attached – everything was adjustable. All 3 cameras had to shoot out of a very narrow open train window in the drivers compartment . one camera pointed approx 45º forward in the direction of travel, one 45 backward and one straight out to the side. We had two of these rigs, one for each side of the train. the cameras were just levelled and aligned by eye (and spirit level) with the zooms set between 18mm and 22mm and edges of the frames roughly lining up and the horizon in the centre of frame. Due to the way we were going to use the rear projection and the subject matter (i.e. fast moving exterior night) and the fact that we had tested the process and new what we could get away with we could afford to be a little slapdash in our approach.

      The resulting footage from the six camera angles were cut down and synced together to form a number of “train trip” sequences, each with different qualities (stations, urban, suburban, twinkly, city, etc), that could provide all the views we needed out of the train windows. these clips were loaded onto a d3 digital media server that had the ability to play back all the synced “views” simultaneously through different projectors – we had 4x 8k Christie Projectors and 4x rear projection screens. The screens and projectors would be moved to suit each shot so the screens would fill the view outside the train windows and allow us to track down the lengh of a rain carrige without seeing off the screens. We would sometimes have to angle projectors to get the perspective correct especially on the rear and forward facing screens but generally it worked very well. It’s amazing what you can get away with!

  • I really dig the look of this film! They mentioned using vintage lenses, do anybody know what specific lenses they used?

    • madmonkfish on 11.23.13 @ 10:55PM

      Well – the DP mentions rehoused Anamorphics from the 30′s…, which is incorrect, as they were not really in use until the 50′s – so I think he’s a bit mixed up there :)

      Just checked on IMDB – they used Cooke Xtal Express Lenses. These are lenses from the 1960′s. They were also used recently on the British remake of Brighton Rock and that had a similar vintage feel.

      The lenses can be rented from Panavision in the UK.

      • The lenses were indeed Cooke Xtal Express anamorphic’s. They were made in the UK by Joe Dunton, throughout the 1980′s from old 1930′s Cooke Speed Panchro’s which were modified and rehoused with anamorphic elements added to the front. The Xtal Express’s are unruly mishmash of lenses that do not match from one lens to another in terms of physical size, sharpness, colour or contrast. They breath wildly and distort when pulling focus They are prone to flair and on the whole are gloriously and wonderfully characterful lenses, unlike many of the modern anamorphic’s that you see around today. Panavison has the majority of these lenses.

        • madmonkfish on 11.24.13 @ 2:38PM

          Ahh – I didn’t realize the rear lens was such a vintage! I’ve used them once (a while ago) and can agree they have a wonderful look, but are a PITA to use. I haven’t seen any of these around apart from the ones Panavision had. Anyway, nice job – the finished result look great.

          Any news on a cinema release?

          • it had a limited theatrical release in the UK on 18 October ’13 for a couple of weeks and i believe there are some screenings in central London in the next few weeks. It has distribution in 75 countries including the US in the spring of 2014 although i don’t know how many if any are theatrical. The DVD is released in the UK in January and i think i saw the film is available on iTunes Australia now-ish.

      • Thank you very much!

  • this film looks awesome! these types of effects are the type i love to see in films… i like gritty action that makes it feel realistic and not just a bit piece of cgi

  • Amazing post. In return of these video’s they made I shall go see the movie! I wish more of these video’s existed + even more in detail.

  • That was amazing, this gives hope that more companies will push the envelop and cut the chains of large studios so that more independent features can be done. Bravo!

  • Peter Bishai on 11.24.13 @ 12:59PM

    Very impressed with the cinematography and the use of rear projection.

    How they were able to sync the camera to the projectors, especially considering the rolling shutter of the Alexa?

    • lots of playing around with camera speeds & shutter angles (ultimately 23.978fps with a 172.8% shutter) and projector frame rates and Hz settings and media server settings combined with the footage we projected being generally fairly dark and fast moving resulted in avoiding any noticeable projector flicker or bar lines.

      • The film looks great, it’s not just the lenses, it’s just really nicely captured and has its own signature. What’s also great is the intimacy, the chemistry between Dougray and Kara was completely unexpected and those performances really anchor you which is clearly what Omid was going for. Enjoyed it

  • I love the nostalgic style score from the trailer! Sounds amazing :)

  • This is frickin awesome. I doubt it’s going to be the most useful for everybody but our second feature is in development now, in this genre, very much this kind of movie and this just gives you hope that a solid strategy from start to finish will be well received.

    Nice work guys.

    • Man this is so awesome! I’m a filmmaker working on my first cop drama now and I cannot wait to do something as beautiful as this. So well executed all the way around and the sound design was amazing. I spent more time on this post than I ever have on this site. We need more posts like these. I never knew about rear projection and now I’m gonna be up all night researching it. We filmmakers love to be expired. Thanks for this inspiration. I’ve learned so much from this project. I’m in the US so where can I buy this film? Great work!!!!!