Here's How Two Filmmakers Made a Wildly Independent Western Comedy Shot on 16mm

A 19th century period piece in which the period involves mysterious horses, possessed cats, summoned ghosts,and oh yeah, time travelers from the future, Lev Kalman and Whitney Horn's Two Plains & a Fancy is the latest feature from the team that brought us the equally mystifying and calendar-defying 1990s throwback, L for Leisure. An existential comedy featuring theories that are both mindblowing and head-scratching, Two Plains...doubles down on the filmmakers' eclectic style and confirms a shared voice that's gloriously deadpan and heady.

Set in the valleys of Colorado in 1893, Two Plains...follows three visitors—a mystic (Marianna McClellan), a geologist (Laetitia Dosch), and a watercolorist (Benjamin Crotty)— who have jointly traveled to the Centennial State to indulge in the ethereal pleasures of the state's hot springs. Along their horseback-ridden journey, the trio encounters a series of interesting characters, including a young woman who can only speak French and two cowboys who recommend hitting up a local whorehouse. After a wild evening of paranormal debauchery, their journey continues. 

If Samuel Beckett, Jean-Luc Godard, and the Zucker Brothers collaborated on a feature, perhaps it would be Two Plains..., a film that, if you groove to its delightfully alien tone, offers numerous laugh-out-loud moments of sheer absurdity and a beautiful use of 16mm film stock. The score, by John Atkinson and Tayla Cooper, only deepens the experience. 

As the film had its world premiere at BAMcinemaFest this week, No Film School spoke with Kalman and Horn about the film's old-timey aesthetic, shooting on Super 16, location scouting in the San Luis Valley, and film festival opportunities available for a film such as theirs.

The official festival poster for Lev Kalman and Whitney Horn's 'Two Plains & a Fancy.'

No Film School: When speaking with you on the occasion of the theatrical opening of L for Leisurein 2015, you mentioned Two Plains & a Fancy as being your next project. How did the concept come together and how long did it take to get off the ground?

Lev Kalman: Two Plains & a Fancy has been floating around with Whitney and I for an extremely long time, right around when we finished college or when we were maybe two or three years out. We were like, “Okay, we're going to be filmmakers” and we had a slate of titles ready to go that included Blondes in the Jungle, L for Leisure, and Two Plains and a Fancy. The title, Two Plains and a Fancy, and the idea that it would be a Western has been around with us for, I don't know, 11 or 12 years.

I was up in Maine with some friends one summer, including Talya Cooper (the co-composer of our soundtrack). They went on a kayak ride with just a prompt of the title Two Plains... and that the film would involve American history. They came back to us and said, “Okay, so you will have a watercolorist and a scientist and a mystic” and they gave us a rough outline of the plot. That was only like four or five years ago, and that's when we started turning it into a screenplay. As soon as L for Leisure finished, Two Plains... really took off. We had a lot of time to try out some ideas and see if they fit before we started to shape it.

"I feel like what's great about 16mm is that if you love it, it loves you back."

NFS: The film was shot on Kodak Super 16mm film, a desirable choice that you use to strong effect. I'm curious as to what the experience was like, both working with Kodak's support and using the film stock itself?

Kalman: Kodak was really supportive and I think we were one of the first projects they came to as a result of their collaboration with Kickstarter. It was a piece of cake, which was the best thing it could possibly be, right? We got in touch with them, and instantly, they were like, “Okay, here's the deal: You get X number of dollars of stock,” and we just went ahead and bought it.

We had some questions about which particular stock to use, but we'd obviously worked with 16mm for 15 years now, and so I think we had some pretty strong ideas about how we wanted to shoot the film going into it, but they were really helpful.

Lev Kalman and Whitney Horn's 'L for Leisure.'

NFS: Super 16mm brings its own narrative texture to storytelling and adds a very strong component to your’s, in particular.

Kalman: Yeah, and I have to credit Whitney here, as she’s our camera operator and cinematographer. I feel like what's great about 16mm is that if you love it, it loves you back. We knew the effects we wanted to get, particularly with the kind of available light or harsh sunlight (a West Coast or in this case, Southwest quality of light). We knew what kind of thing we would get out of it, and that it would be really generous in providing a beautiful rendering, whereas via digital it might go to all green or all brown or whatever.

NFS: The film features the dry, often deadpan humor your films are recognized and appreciated for. But while your previous films have been set in the not too distant past, this one takes place in 1893. Did you have a discussion about how that would affect your writing style?

Kalman: In so many ways, all of our projects have a very clear continuity. You see the same actors recur and we shoot in more or less the same way in terms of featuring two or three people. There’s a lot to our projects that has continuity. This film, however, was a real re-imagining of what kind of film we wanted to make. From a writing point-of-view, the thing that comes to mind was our insistence on working with longer monologues and longer dialogues, making the “performance of conversation” become more of a thing. It felt like the right mode for the 1890s, with people expounding more, you know?

Regarding the filming, there was somewhere between a conscious and instinctual effort to come up with a totally different style of shooting, different than L for Leisure. If I could describe it, it would be as our imagining of an old-timey style, a style that’s separate from the history of Westerns. So how do we talk about the 1890s in a way that feels appropriate to the 1890s without just borrowing the language of movie Westerns?

For that, we tried to think about things that felt old-timey to us. I'm thinking of the photographs of Eadweard Muybridge and other 19th century photographers, spirit photography for when we were doing simple special effects, like what special effects feel right to the 19th century? Superimpositions felt right to us, you know?

I also feel like The Oregon Trail video games have an aesthetic that lent itself to this, like there's a feeling when the characters come to town, and they first talk to those three people who are kind of like the "non-playable" characters [in the story].

Lev Kalman and Whitney Horn's 'Two Plains & a Fancy.'

NFS: They’re the people you need to buy supplies from before you get into the actual logistics of the game.

Kalman: Exactly, and we were alternating between scenes of dialogue to where it's like, “Now people are talking back-and-forth,” to like, “Now it's a scene of traveling,” and that's kind of what happens in the film, right?

They go from talking to those three people, and then there are shots of them riding across the screen in a kind of side-scroller style.

"For each of the places we had imagined, we'd ask my friend, and they'd be like, 'Oh yeah, I can find that one for you. That's no problem. It's right over here!'"

NFS: The peculiar Colorado ghost town our leads arrive at appears held together by plywood; it calls to mind a traveling roadshow that sets up shop for a week-long run before moving onto the next city. How did you envision your production design adding to the humor and makeshift qualities of the production?

Kalman: We always try to find a confluence between what we have available to us and what we're trying to talk about. With the example of that town, it was fortuitous to us that the town look brightly-colored and cheaply made while simultaneously trying to look impressive. That’s what we wanted to say about these mining towns that sprung up during the boom.

We’d pictured them as old ruins, and yet they weren't old ruins. They were cheap new things that were supposed to look fancy. The fact that that’s what the actual shooting location looked like allowed us to work within that and talk about that space.

NFS: And while the film has a few locations, much of it takes place (as it is a road trip movie set in the 19th century) via exteriors. Where do you shoot and how did you determine the geography?

Kalman: We were filming out in Southwest Colorado in the San Luis Valley, and of course, we were originally there because we knew somebody around the area. That’s how it started as our base, and yet it was a place that kept fulfilling our fantasies.

We had written the script in large part without seeing the location first. For each of the places we had imagined, we'd ask my friend, and they'd be like, “Oh yeah, I can find that one for you. That's no problem. It's right over here!” And similarly, when we were really in there and getting to work, a friend of a friend, who is a geologist, said, “Oh, let me take you to geologically-interesting places where no one will bother you about filming.” And that kind of filled up our production.

Lev Kalman and Whitney Horn's 'Two Plains & a Fancy.'

NFS: Due to the hot springs-driven narrative, nature, and specifically looming, imposing mountains, play an important role in creating a visual codifier for the film. How did you working on making the natural elements feel alive in their own right?

Kalman: It's definitely a major theme, both in L for Leisure and in this new film. The idea that when you look at a mountain or you look at a hot spring or whatever, they seem like they’re always there, but that actually, just through looking at them, geologists are able to interpret a history to them; they are storytelling objects in and of themselves.

How we draw people's attention to that? Sometimes extremely obviously, like having the character of Alta Mariah say something in the film very similar to what I just said. [laughs] We also try to empty out space for them. We trade off that the characters aren't seen in close-up. They aren't created as hyper-relatable people and you’re not in their mental states the entire time. Because of this, we can literally back up and make sure that you always understand that they're embedded in space, and that that space is teeming with life and other interesting things.  

NFS: The film has some heavy low-lighting in the campfire scenes and then has to be extremely sun-soaked in the travel sequences. Were you always thinking about the contrasting shift between the two?

Kalman: I think one of the fun things about working with film is pushing it to its extremes, and that generally leads to its own set of rewards. We love doing nighttime scenes. I know regarding the ones for this film in particular, we had gone to the Museum of Modern Art and watched Lonesome Cowboys. The opening shot of the film features barely visible people in the night in the old West.

That shot served as an inspiration for us to be like, “Oh yeah, that's a fun way to work,” and then at the same time to basically point the camera at the sun and get all that it gives you. So that is another way that we engaged with what was around us, including the light, you know, not always trying to balance it out, but going toward the edges.

Lev Kalman and Whitney Horn's 'Two Plains & a Fancy.'

NFS: How did you work on capturing sync sound this time around? You had experimented with it on L for Leisure, but it feels even further developed on this new film.

Kalman: Yeah, I think that there's a trade-off. By using new, more naturalistic sound and working with a sound designer and really good sound recorder, Federico González Jordán, we were able to work with way more of a subtle pallet than we have in the past. In our previous films, sound has sort of been off or on, in sync or not, and here we've been able to modulate more and move between naturalistic types of sound over into the music or even over into more abstract noises (like the buzzes that happen when the whores appear).

Rather than having a hard cut between these different effects, like we did for Blondes in the Jungle especially, we can now slip between one and the other, and I think that was the benefit of working with a sync camera and really talented sound people.

"With the infusion of Netflix and Amazon and other streaming platforms, there’s a belief that there are so many buyers at these indie festivals. As a result, this steers the indie festivals toward creating the kinds of products that those buyers would be interested in."

NFS: Along with Talya Cooper, your frequent collaborator John Atkinson returns as one of the composers on this film. What kind of discussions did you have regarding the score? Was it also meant to reflect an old-timey period piece?

Kalman: Well, I knew that there were a lot of things set up by the shape, or rather the roles, of the collaboration, between John and Talya. We knew the kind of music that Talya would bring (and the knowledge of music that she would bring) and how that would play against what John’s impulses might be. We were kind of setting up the game of it.

While L for Leisure’s soundtrack was about John’s reimagining or reinterpreting of 1990s alt-pop, here he was very much talking about the landscape (and about a music that would be appropriate to the scale of the landscape) in the distance of the past from now. That’s how the conversation started, and then it coincided with the fact that John had lately been working with field recording and ambient-type music, and so we said, “Oh, that thing you're doing, we can try steering that toward something that still incorporates Western movie elements,” which is largely what Talya brought in.

NFS: The film is having its world premiere at BAMcinemaFest, a festival where L for Leisure also screened a few years back. In between those two films, have you noticed any kind of difference in getting your work seen, getting your work publicly out there, after a traditional festival run takes place? Has that distribution model changed for you?

Kalman: Well, with this movie in particular, we’re very much discovering what we're doing as we do it. We're working with our producers Chris Wells and Nathan Silver on planning the festival and theatrical run, and those plans are still very much coming into shape.

The pessimistic view would be that it seems like, with the infusion of Netflix and Amazon and other streaming platforms, there’s a belief that there are so many buyers at these indie festivals. As a result, this steers the indie festivals toward creating the kinds of products that those buyers would be interested in. That’s a bummer in the sense that it feels like there's a narrowing of identity within festivals, from being like, “Oh, there’s a wide variety of different kinds of weird festivals,” to almost having it be a struggle for those to survive. It makes many of them feel a bit more similar. That's something we've noticed in the bad sense.

However, in the positive sense, it feels like places are now more willing to understand that there are different kinds of movies that could play in all sorts of locations. That’s what we noticed with L for Leisure, a kind of opening up for it, as the year went on. It went from playing at strictly art film places to beginning to find a place in other kinds of venues.

For more information on 'Two Plains & a Fancy,' click here.