Making Fallen Soldiers: Part 1

Here’s the first instalment of Bill’s blog about how and why we made Fallen Soldiers, what we learned, who we met, mistakes we made and the good times we had making our first independent feature film.





To start off with, who are “We”?

We’re three friends, Jason, Kiera and Bill. Jason and I have known each other for 15 years and Kiera for 8. Kiera and I recently got married.

Jason did a degree in film studies, with a particular enthusiasm for Film Noir. He currently works as a freelance project manager in telecommunications (I have no idea what that is). Kiera works in the film and TV industry in various roles in AD departments. I didn’t do uni but was/am a geek who likes making things and who ended up working in the film industry as a prop maker and occasional art director.


Jason and I were both in our mid-30’s having our mid life crises and this is what happened…



Several years ago (about 8) I decided that my career wasn’t fulfilling my creative needs. I fancied a go at directing something so I went to some networking things and helped out on a couple of student films, where I quickly learned that lots of people want the help of an experienced prop person on their crew, but the last thing anyone needs is another wannabe director. I realised very quickly that on-set experience in other departments is useful and enlightening but if I wanted to be a director, I’d have to actually direct.


I bought a load of books and did a couple of short directing courses which were really useful and inspiring, and bought a reasonably good entry-level camera and set about learning how to use it. I made a bunch of short films with a collection of like-minded friends and over a few years built up a little crew of enthusiastic regulars who were up for the adventure.

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After I’d got a few decent projects under my belt I approached Jason as I knew he had an interest in filmmaking and after a few discussions we decided to start up our own little production company. We made a couple of shorts together but ultimately we wanted to make feature films.


The crunch came for us after a project went wrong. We ploughed a few thousand pounds of our own money into a fairly ambitious short film, an action adventure that was going to be something special, a calling card to really show what we could do. In short, it was a disaster. We overstretched ourselves, tried to do too much in too little time, shot ourselves in the foot with some pretty poor casting decisions and worst of all our crew morale was low because we’d chosen a story subject that they had little interest in.


The raw footage was a mess and there was too little of it to complete the film. After six months of sulking, Jason, Kiera and I spent a year working out ways to fix it and eventually did some reshoots with a new cast member and cobbled the film together into something passable. It was a real kick in the pants and killed our enthusiasm for the whole thing, but it made us really focus on what we were doing, what we wanted and where we wanted to go. More importantly, the repair job taught us just how much could be achieved with a tiny crew (just the three of us), a tiny budget and a lot of imagination.


The following year I had a long run of work on a big movie and I was earning reasonably well. I worked out that if I saved like mad I’d have about £4000 spare at the end of the job – not a lot, but enough to give me options. I’d got over the failure of the previous film and was hungry to do something new. The chances of me having spare money again that year were pretty slim so I started to think about what I could and should do with it.


If I was going to make a film I had to make it count. Whatever it was would have to be of a high enough standard to get me noticed, to kickstart my directing career, to get me paid directing work.

I had no interest in making music videos or commercials, my goal was still features, so decided I had one of three options. I could use the money to:


– Make a really high-quality short film and enter festivals and competitions. Winning prizes would get me noticed and could lead to better things.

– Make a really high-quality trailer that showed off all of the skills and filmmaking resources I had available, to show to potential investors so that they’d fund a feature for me.

– Make a feature film for a stupidly small amount of money. Because of the budget, It could only ever be terrible, but I would have achieved that thing that so many people only dream of.


After a lot of deliberation and conversations with Kiera and my brother Ian, I discarded an idea for a short (set in a steampunk submarine, small cast, single location, high production values) as I knew that at that time in my life I didn’t really have the stamina for the festival circuit. It takes a very tenacious, confident person to do that stuff and I just wanted to make films, not drag them around for months afterwards.

I also considered the trailer but ultimately it lost out to the stupid idea of doing a feature. I kept coming back to the same thought – I could make a trailer for a feature and hope that someone would like it, or I could just get on with it and hope for a better budget next time.

Just to be clear, I was entirely aware that the idea of doing a feature for £4000 was fucking ludicrous. The thing that made me realise it was possible was this train of thought…


“What is a feature?  What criteria actually defines the thing we call a feature film?”


For a start it doesn’t need to be film. There are plenty of big Hollywood movies now shot on digital and hundreds of low-budget ones. A few years ago, a low budget British film – The Last Horror Movie – was even shot on Mini DV and got a limited cinema release, so the medium is fairly irrelevant.

Oddly, length is almost irrelevant too. There are lots of big films that are 3 hours long and far more that are around 80 minutes and I’ve come across some that are as short as 65. There doesn’t seem to be any minimum requirement that defines “feature-length”. Some festivals treat it as anything over 40 minutes, but not all of them.

Some features happen on an epic scale with thousands of extras; others have two people chatting in a room for an hour and a half, or a man on his own stuck in a box buried in the ground. Alan Bennett produced two multi-award-winning series of hugely engaging TV shows – Talking Heads – each one of which were simply one person monologuing to camera (admittedly they were TV shows, not films, but the principle still applies).

There is no requirement for the inclusion of VFX, SFX, make up FX or anything else with an x in it.

There is no requirement regarding subject matter – you can choose whatever you like (although whether people will want to watch it is a different matter).

 A feature can happen in a single environment or lots of locations, in real places or in sets.

For that matter, a feature doesn’t even need to be good. There are plenty of examples of massive amounts of money being spent on films that are terrible.


In a nutshell,anything goes. With the right script, a well-rehearsed actor and a couple of cameras I could, in theory, shoot a 90-minute feature in a weekend, just by letting the actor run his lines repeatedly and shooting it from different angles. Hell, if I got three or four cameras, a couple of scripts and a couple of actors, I could almost shoot a feature a day if I wanted to.

So at the start of April I called Jason and asked him what he thought. He instantly said yes and in the same breath offered to match my figure. Now I had a producer, £8000, no script, three months left to go on my contract, with a four-week window after that before the next job started. We were shooting in July 2011 whether we were ready or not.



First off we needed a script. The trouble with filmmaking is that you have so many possible options, where the hell do you start, so we looked at our limitations and used them to help steer us towards an idea.


Our budget dictated that our film would probably have to be restricted to:

 – a small cast

– limited locations to keep the shoot efficient/avoid losing time moving around/keep costs down for transport and location rental

– a short shoot because of transport and catering costs

– a short shoot because of people’s work commitments (we could have opted to make the film over a number of weekends and had more people for the whole thing, but we were aware that it’s often difficult to pin people down over a number of months so we wanted to do it all in one hit)

– natural daylight as much as possible to avoid lighting costs

– although we had the capability to build sets we didn’t have our own studio space so they would need to be small, again partly because of the cost of lighting them but also to make transport easy.


But as we were trying to make the film as an example of what we could do, there were also things that we wanted to try and include and that we knew we would have access to:

 – not modern day – so many low budget films are modern day because it’s cheap. For the sake of a few costumes and some well-chosen locations, doing a period piece was pretty inexpensive, especially as we had friends who had access to some generic costume items.

– action scenes – we had several crew members with various stage combat and martial arts skills and we’d shot a fair bit of action before.

– pyrotechnics – a couple of our friends work for a pyrotechnics company and were up for joining in.

– sets – several of us had worked in art departments so we had a lot of experience in set building.

– interesting props and dressing – likewise, we knew a fair bit about prop making and dressing so it seemed obvious to make use of that.

– makeup effects – we had a couple of friends who were really into makeup effects and volunteered to help us out.


We chucked around various film ideas that would work for limited environments – inside a submarine, a wrecked spaceship, a prison, an abandoned oil rig, inside an isolated lighthouse, the dungeons of a castle, 1st and 2nd World War – either in woods or in a trench set. In the end a combination of lighting and costume led us to a one-word, stupid idea that I’d come across a few months before, the ridiculous film title “Slaughterloo”. I think it may have been the name of an old wargame but it had stuck in my head as a half-formed idea about a squad of soldiers being besieged by hordes of zombies lead by an undead Napoleon Bonaparte.


It became apparent very quickly that we couldn’t afford a horde of anything, so we had to downscale, but that initial concept led us to considering the Napoleonic era. It occurred to us that the problem with that period, or in fact most of the periods that included gunpowder (which we wanted to do as that would allow us to use pyrotechnics – one of our Wants) was that soldiers tended to wear uniforms and they might be expensive to get hold of. We looked into the idea of our soldiers having some reason to be out of uniform.

Napoleonic soldiers in mufti behind enemy lines was an ideal setting for us because that meant – a) blokes in cheap costumes walking around in the woods so we could use natural daylight – and b) British weather conditions would be more or less appropriate for Waterloo if/when it pissed with rain.


I briefly went off on a train of thought about the period equivalent of the Dirty Dozen, all chained together and cut off behind enemy lines. In the end because of one thing or another, the Dirty Dozen went out of the window, but the guys chained together stayed in, mostly because we thought it’d be a laugh to shoot.

 The idea of zombies as bad guys worked well for us too because zombies are pretty much just people in the same kind of appropriate costumes with wound makeups, covered in blood – easy to achieve on a low budget.

We settled on a 10-day shooting period, basing it on the idea that we could shoot our big scenes at the weekends when lots of our friends would be able to have the free time to join in, and then shoot the smaller intimate scenes during the week.



The other major criteria for us, having had our last short fall apart on us, was that we needed to guarantee that the project worked. We would be spending a fair bit of money and pulling a load of favours so we didn’t want to take any risks.


We realised that if the story had a narrator character, we could shoot him telling the whole story and intercut his narration with flashbacks that showed the action and adventure. If things went wrong on the shoot – rain stopped play, a camera broke or someone got stuck in traffic – and a scene was incomplete then in the edit we could just cut back to the narrator. Sure it would make for a boring film, but this way we could guarantee that we’d come home with the whole story.

 So we looked at possible options for that. I worked on the idea that the narrator might be our lead character who had survived an ordeal behind enemy lines and had escaped to the sanctuary of a church where he was helped by a priest who may or may not have eventually turned out to be a bad guy who was double crossing him, or something. During that process the priest turned into a nun, who continued to evolve and ultimately became the character of Celine who is in the final film.

Discussing it with Ian, Kiera and Jason, the church became a carriage, which made things easier for us because finding ways for adventure to occur at the church was limited, whereas with a carriage, various events could happen to it on its journey, and that helped add a “ticking timebomb” element to the story that was missing. There was a brief period when the carriage was going to be riddled with bullets, but once again that had to go as the plot began to emerge and place more important demands on us.


So, that was that. We would be shooting a flashback-based, low-budget Napoleonic zombie film with a small cast, in limited locations, mostly outdoors, with action, gore and explosions thrown in. What we needed now was a script…


In our next blog instalment, Bill explains how the script came together and the very busy post-production period that followed.