When prepping to direct my recent feature Bernard and Huey (which after an award-winning festival run and theatrical release just hit Amazon Prime this month), one of the biggest challenges was going to be how to shoot our flashback scenes for our "young" Bernard and Huey.  The script was originally written by Oscar/Pulitzer-winner Jules Feiffer in 1986, based on characters from his comic strips that went back to 1957.

In the original screenplay, the contemporary scenes of middle-aged old friends Bernard and Huey happen in the mid-80s, with flashbacks to their college years in 1960.  When I first started working with Jules I told him that on my indie film budgets it's hard enough to do "one-period" movie, much less two. So we agreed to move everything up about 30 years: The contemporary scenes were now, and the flashbacks were set in the late 1980s.

Feiffer had written a great scene of young Bernard and Huey on a crowded, moving New York subway, noticing a particular woman, and discussing ways to attract "the urban chick" (yes, this is a satire of toxic masculinity). But where would we find a working 1980s era New York subway to shoot on?  

Even though almost the whole film is set in New York, we were planning on doing most of principal photography in Los Angeles. (Hey, Hollywood's been shooting LA for New York for over a century… what makes me so special?) Besides, I live in Culver City, so I could stay close to home. We were going to shoot all the interiors and a number of exteriors in LA, and then go to New York for two days of exterior shooting.  But we could only afford to bring three of our leads with us to New York: Jim Rash (Bernard), David Koechner (Huey) and Mae Whitman (Huey's daughter, Zelda).

For the flashback scenes, we'd cast LA-local actors Jay Renshaw as a young Bernard and Jake O'Connor as a young Huey. Prior to shooting, we'd done four days of rehearsals in my kitchen including both sets of Bernards and Hueys. We knew the flashback scenes would take two full days of our 14 days in LA. Even if we had shot the flashbacks in New York, it's illegal to shoot on the NYC subway and besides, it doesn't look much like it did in 1988.

We started to research to see if any of the Hollywood studios had any vintage subway cars on their lots. The studios have been known to throw an indie film a bone once in a while, but we were still looking at a $10,000 location fee at best. And that's if we'd been able to find one.

Panic in Culver City

Thankfully, my then-high school aged daughter Rebecca was working on the Culver City High School production of On the Town. When I saw the play, I was struck by their approach to a similar subway conundrum. The musical is set in 1944 New York and had scenes set in the subway. The production had three vertical poles (speed rail), the actors moved like they were on a subway and the audience went along for the ride.

Aha, I thought!  Maybe that's all we need – just some poles?

Meanwhile, my cinematographer, Todd Antonio Somodevilla, and I had been researching a lot of films from the early 1970s as shared references. Even though we were shooting most of the film contemporaneously, we wanted to pay some homage to the era of Mike Nichol's Carnal Knowledge and Alan Arkin's Little Murders, two 1971 scripts that Feiffer wrote.

Among the other films we researched was Panic in Needle Park, also made in 1971, directed by Jerry Schatzberg, written by Joan Didion and John Gregory Dunne, and shot by Adam Holender. The film is noted largely for the breakout performance by a young Al Pacino as the male lead. But the opening shot is a tight close-up of costar Kitty Winn, standing alone on a crowded, authentic New York subway, clutching a pole. The shot pulls back to a medium shot, showing more people on the train, and when the train stops, most of the people get off of the car.

How to Turn a Culver City Garage into a 1988 NYC Subway Scene Needle Park

That was it! All we needed to do was shoot a tight shot of our young Bernard and Huey at a pole, and then just fill the frame with other passengers. Forget three poles (like that extravagant high school play), we'd just really need one. We'd complete the illusion with a few passing lights and sound effects. It would be really poor man's process for a subway. The scene was just a page-and-a-half in the script, so we decided to shoot it in a "oner" from just one angle and with no coverage. This was consistent with the rest of the movie, in which many scenes are shot in oners – some as long as four minutes.

At first, I thought we'd need to build some sort of a simple platform gimbal for the actors to all stand on. I envisioned buying one or two large 4'x8' 3/4-inch thick piece of plywood at Home Depot, then putting them on rollers or marbles. Dutiful grips would kneel down and gently shake the platform. While a plausible solution, to be sure, it also seemed a little dangerous, and ultimately unnecessary. When we looked carefully at the footage from Panic in Needle Park and other subway footage, we noticed that for the most part, people do not all move at the same time and in the same way. Instead, they all have their own "light bouncing" that they do.  Everybody adjusts their balance in their own small ways. No old-school style Star Trek group lunges necessary either. So we did away with the gimbal idea and decided to just rely on the actors doing their own little bounces. Likewise, Todd would give the camera some subtle shaking, too.

Since we were shooting such a tight shot, we figured we could film the subway scene anywhere. We'd already planned to film two scenes of young Huey's late 80s Morningside Heights apartment in my Culver City garage. We were spending the better part of the day in the garage anyway, so we reckoned we'd just need to redress the garage for the subway.

This is not the first time I'd filmed in my garage. Part of my last film, Between Us, was shot there, and it's also been my preproduction office and editing "suite" over the years. It's even appeared in The New York Times! My wife, kids, and neighbors are used to having a production team invade the garage. Of course, it's not just the garage that gets used. The backyard is catering, the living room is wardrobe, the guest room was for film loading, the kitchen was the production office and my kids' bedrooms became changing rooms for the cast.

The trick to filming in my own neighborhood is offering craft service to all my neighbors, enlisting all the Culver City High School film club students as interns and my own kids as production assistants. As for my wife?

I promised I'd take her to any exotic film festivals we got invited to when the film was done (yes, we went to a festival in Barbados!).

The Shoot Itself

After a fairly smooth morning and early afternoon of shooting the "apartment" scenes, we got to work setting up the subway shot. First, we roughly blocked the scene with the actors, who mimed where the pole would go. Then we positioned the camera to the optimal position given the anamorphic prime lenses we had.

How to Turn a Culver City Garage into a 1988 NYC Subway Scene Camera

The trick was to get enough of our background talent (mostly our crew, who'd all dressed in 80s attire for the day) squeezed into the shot to block the wall in the background. We also needed to place people in the foreground to sell the crowded train. Given everyone's different heights, we had a range of different sized apple boxes for people to stand on. Our small team of grips and camera assistants carefully marked everyone's position with multicolored tape. They also placed and mounted the speed-rail pole with a simple base plate on the floor and mounted the top to one of the exposed garage rafters.

How to Turn a Culver City Garage into a 1988 NYC Subway Scene Bernard and Huey

The actors and background talent all did final touchups with our dutiful costume designer and makeup team. Our sound mixer taped lavalier mics onto Jay and Jake. And camera assistant Colin Kelly loaded up the camera magazine with our precious film. Meanwhile, Todd and gaffer Ama Macdonald set the lights. Ama worked with a couple of our grips to coordinate the whooshing lights (old-school fresnel "babies" on stands) that would give the illusion of movement.

Since we wanted a narrow depth of field, we needed a fairly long lens and had to open the garage door and place the camera outside, shooting in. By the time we started filming, it was dark outside, so that worked well for lighting. Of course, it also meant we could hear crickets – not normally heard on a New York subway. We were using a boom in addition to the lav mics, but thankfully we didn't hear the crickets too much.

Working with Genuine, Real Life Film

We had decided to shoot the bulk of the movie (the contemporary scenes) with an Alexa XT, using Panavision Primo Anamorphic lenses. (Speaking of Star Trek, these were the same lenses J.J. Abrams used to shoot his Trek reboot. Yes, they have flares if you want them!) For the flashback scenes we decided to shoot on Super16 film and used similar lenses stuck on a Panavision-supplied Arri SR3.  We got the film stock from Kodak and we would do our processing at FotoKem in Burbank.

Why Super16? Among the other cues to indicate that these were flashbacks, we wanted to have real grain baked into the image. I've tried digital grain before and haven't been happy with it. Since it was only two days of shooting, my producer partner Bernie Stern and I felt we could afford it (and our investors were cool with it). To accentuate the grain, Todd intentionally underexposed by one stop, FotoKem processed normally and scanned the negative to Prores files, and then in post, our colorist, Jon Fordham pushed by a stop.

After spending close to two weeks shooting digitally on the Arri Alexa, the crew got into certain rhythms and patterns. If the boom is in the shot, there's time for the DP to tell the sound mixer to move it. If the slate isn't in the right position, or you need second sticks or a tail slate, no problems!  Actors flub a line or want to improv at the end of a scene? You betcha!

But when shooting film... it's a whole different set culture.

For our flashback scenes, the actors were all relatively young and hadn't ever shot on actual film before. But they were theater-trained, and knew their lines cold. No flubs; no improv. Among the crew, it had been 8 years since Todd had shot film, 5 years since Colin had loaded a magazine and 20 years since I'd shot my first film, Omaha (the movie), on 35mm short ends. And no one on the rest of the crew had ever been on a real film set before. When you literally can hear the money running through the camera, you've got to be more disciplined.

So after the usual block, light, rehearse pattern, we'd then shoot a full take on a Canon DSLR. We'd use this take to figure out where to put the boom, nail the slate position and timing, and get a usable sound take from the actors. In theory, it was also a digital backup in case anything didn't work with the film camera. I vowed to Todd I'd never use the footage.

I lied.

Of course, we would have used it in a pinch! Thankfully, we never had to. But those DSLR "live" rehearsals were a good reminder to the cast and crew to nail each and every take. So by the time we shot the film takes, we were as fast and efficient as we could be.

Roll sound! Roll camera! Slate it! Action! Cut! We never had to do more than three takes, and usually just two.

After the last take of each setup, I bellowed out, "Check the gate!" which meant I was happy with the scene and it was time to move on, assuming the take was good for camera. Even on the digital part of production, I said this, and hardly anyone on set knew what that meant. (Todd told me to say, "check the chip," but that just doesn't sound decisive enough.)

For the Super16 shoots in the garage, "check the gate" literally meant that 1st AC Colin would remove the lens, get out his trusty flashlight and look carefully to see if there were any hairs stuck in the camera gate that would have ruined the take.

When people say on a film set, "one more for safety," that's still probably a good idea. Over two days of film shooting, there was only one take on one shot that came back from the lab with the first half of the shot missing, and the second half scratched up a little. Thankfully, it was take 3 on one setup in one of the apartment scenes, and I actually did use some of the scratched up half in the final cut. (Nothing says, "yes, we shot on real film" like a few negative scratches!)

Here's another secret to shooting on film – even if it's only part of the movie. Film festivals and critics will take your film more seriously.  Sure, it's cinephile snobbery, but if it helps the movie, then why not?

Kingdom of the Crystal Sync

To sell the illusion of the subway scene, we relied tremendously on sound design. Working with my sound post house (Studio Unknown, in Baltimore), we added period-era subway announcements, train sounds, crowd walla, and even composer Luis Guerra added some slight period-appropriate source music (as if someone had a boombox farther down the car). We added "whooshes" timed to the light effects from our set. With all of our film scenes, there's also a very subtle film projector sound, and some scratch and pop sounds at the end of takes.

On the picture side, the footage came back from FotoKem looking beautiful. Beyond pushing that one stop to bring out the grain, we didn't tweak the color itself at all. The one thing we did was add a slight digital zoom, moving in about 15%. Since we were shooting with primes, we did a lot of digital zooms throughout the film. Our friends at Raleigh Studios let us do some tests on the big screen in the historic Chaplin screening room. We found that with the Alexa footage, we were able to zoom in almost double the original 2k footage and it maintained resolution. Honestly, that was stunning, and we used it to good effect in several scenes.

For our Super16 film scenes, we were pretty happy with the original framing anyway; we hadn't assumed we could or would be able to zoom in at all. While at Raleigh, though, we tested zooming in on the Super16 footage and found we could still zoom in about 15-20% before the nice analog grain started to look digitally pixelated. (For future reference, maybe if we'd done a higher-res scan, we could have zoomed in more.)

So in the subway scene, there is a slight, slow zoom that matched nicely with a focus rack that Todd and Colin did in-camera. Of course, with any post zoom (digital or film), it also increases the size of the grain. It's a very subtle effect that most people try to avoid, but it does match the look of optical zooms (that used to be accomplished on Acme-Dunn optical printers). For our homage to the 70s film canon, this was a good thing.

We were all very happy with the flashback scenes. We'd finished the mix and were in the final screening after color correction when our colorist Jon noticed that some of the Super16 scenes seemed out of sync by two frames. Yikes! I went back to our original takes in Adobe Premiere and sure enough, they were all sunk up correctly on the slates. But by the end of the takes, some of the longer scenes had drifted up to 2 frames out of sync.

What was this mysterious sorcery bedeviling us?

My producing partner Dana Altman reminded me that it probably had to do with crystal sync: Back in the day when film shooting was a regular thing, the production sound mixer and the camera assistants would make sure there was "crystal sync" between the reel-to-reel tape Nagra and the camera so the sync wouldn't drift.


So, some panicked calls back to Baltimore and we were able to adjust the sound subtly enough to fix the problem before the final output to DCP. And to the extent the sync in those scenes still isn't perfect, we rationalized that it helps sell the "period" feel of film. But for anyone else who's thinking of shooting all or part of your movie on film, do your research on crystal sync…before you start shooting.

When all was said and done, Bernard and Huey screened at 30 festivals on five continents, winning multiple awards. Freestyle Releasing picked up the film for a US theatrical release in 20 cities and it got great reviews. Internationally, the film has already sold to 39 territories. Twenty years ago, a few film scratches might not have passed rigorous foreign-sales quality control (QC). But now, it's a director's "artistic choice," so we passed QC with flying colors. And after all those screenings we've had, almost everyone in the audience assumes we shot the subway scene in New York, and on a real subway. And some have even wondered if it was found footage from 1988. If you try hard enough, and collaborate with a dedicated crew and cast, you really can make movie magic!

To see the full subway scene from Bernard and Huey, the movie is available in the US streaming on Amazon Prime or on DVD. For more tips from filmmaker and Slamdance Film Festival co-founder Dan Mirvish, buy his critically-acclaimed book, The Cheerful Subversive's Guide to Independent Filmmaking (Focal Press/Routledge). For more on Dan, go to https://www.DanMirvish.com.