Making Fallen Soldiers: Part 2

Here’s the second installment 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.







After some deliberation, we had secured our tiny budget, committed ourselves to making a feature, and by analysing our capabilities and limitations we had homed in on precisely what type of film we would be able to make – a flashback based, low budget Napoleonic zombie film with a small cast, in limited locations, mostly outdoors, with action, gore and explosion. What we needed next was a script.



So, armed with our list of criteria, Ian and I met in a pub for an evening and covered a couple of tables in post it notes with all the possible events, characters and locations and shuffled them around repeatedly until a plot began to emerge. Ian then collated them into a coherent sequence of events and we had our outline synopsis.


At this point my day job started to get busy and we started 2 months of working six days a week. I spent nearly every  tea break and lunchtime for 5 weeks sitting in my car scribbling things into notes books or typing on a laptop and then going home most nights to type them up and gradually a script appeared. I produced a 56 page draft which i sent to Ian who fleshed it out, corrected the myriad spelling mistakes, made sense of the plot holes and found reasonable excuses for the mandatory explosions. We kicked it back and forth with Jason, and 4 drafts later we had a 90 page script ready to go.


One of the handy things for me throughout the preproduction was that I was working at the time with Lindsay Harris and Stuart Leach, two friends of mine who are also filmmakers (check out Dalang Films), so I was able to bounce ideas off them at work and they helped encourage me along. In the end, Stu and Lindsay directed a second unit for us on the shoot and also did some of the visual effects work.



While this was going on, because we knew what our plot thread was going to be we knew we would need certain things. At the weekends, Kiera and I started building sets in our back garden and in a friends workshop. We enlisted the help of Richard “Badger” Touch, an old friend and production designer. He had a bunch of flattage and some second hand polystyrene kicking around so we cobbled that together along with some old plaster brick sheets and created Captain Sears prison cell. I also spent a very busy 48 hours non stop one weekend building the prison wagon from scratch out of timber in the workshops of Dick George Creatives, one of my employers, and then it was back to work on the Monday morning. That was a long week .


Andy Ainscow, a prop maker friend knocked up the wheels that we used for the prison wagon, and for the carriage and also for the exploding cart in the French camp, and also on the wooden canon that I built for John Cross’s battle flashback scene. We got a lot of mileage out of one set of wheels. In the scene where the boys first find the prison camp, we put the wagon wheels near the camera with the main body of the wagon further back to try and give the impression that there was more than one. Likewise in the battlefield we moved the wagon around several times to try and give the same impression. Becky Timons, an engineer friend, made us a welded steel frame for the base of the carriage to mount Andy’s wheels on. It weighed a tonne and took the weight of several people comfortably. It was great and would have been perfect had it not been for the fact that we stored it outside our house until the shoot, and on the Friday night, the evening before principal photography began, I got home to discover that someone had stolen it, presumably for the scrap value of the steel. In a panic, my old friend Mick Parkin and I raced off to a friends workshop, hacked up a load of steel and welded up a new frame, finishing at 1am. A great way to start the shoot!


We enlisted make up designer Ruth Pease, a friend we’d worked with on lots of shows to look after our hair, makeup and gore and she worked miracles for us in a hurry on set. Our Old Guard zombie, the guy in the coffin was sculpted by Seb Von Biers, a young prop maker I had worked with, with a particular enthusiasm for creature effects. In the end, because of our tight schedule the makeup didn’t come out on set quite as well as he’d hoped, but that’s just the way it goes when you’re attempting to do what we did. Kiera and I visited Norwich to life cast Chris Puttock for Seb’s makeup.



Costume designer Julie Elgar, another close friend, took on the task of costuming our tiny cast. She had around £1000 for the whole film which is very little (given a Napoleonic uniform comes in at around £200/ week to hire) so we started by pulling favours from various friends and were able to get the majority of what we needed and for the rest she managed to get a great deal from a costume hire company in Devon.


Another useful decision we made was that our French soldiers would all wear iron masks. This meant that we could use the same people repeatedly as bad guys and that they were very quick and easy to get changed and ready to go as they didn’t need make up. Their long coats also meant that having the correct shirts, trousers and boots was less important. Over a couple of evenings, I knocked up three masks and three gorget collars in fibreglass and made their hats out of foam and latex. Our plot excuse for them wearing the iron masks and collars is that they are a special troop specifically assigned to dealing with the zombies so they need to wear protective gear.


We got lucky that Badger, the production designer, had just done an American Civil war shoot so had some costumes, water canteens and pouches left over, so if you know your history a fair bit of what people are wearing is about 50 years too late. We made the decision early on not to get caught up with trying to be historically accurate, purely because our budget would never allow it. My mantra became “Fuck it, it’s got fucking zombies in it!”. Woe betide anyone who complained that a character was wearing the wrong style belt buckle, we were making a straight up fantasy film.


At the last minute, Mick Parkin also made us the man catchers that the French soldiers use to grab Piper and Cross with in the basement of the mill. It really was right to the wire as Mick’s work had got unexpectedly busy, so a very flustered Mick arrived on set with them built but untested, 5 minutes before we moved onto shooting the scene they were in. Luckily they worked perfectly.


Badger designed and built the carriage set so that we could shoot the exterior by mounting it on the wheeled carriage base, but also so we could shoot the interior in a small studio space. We mounted the set onto four inflated rubber car inner tubes so we could rock the set as if the carriage was traveling along. I’ve come across the gag on films before, the theory being that that the tyres flex and move without making any noise so it doesn’t interfere with the sound recording. As it was, the timber of our set had a bit too much movement in it so the rocking caused a small amount of creaking, but nothing too disastrous.


We borrowed the rifles, pistols and knives from Stuart Chambers, an art director friend of ours who collects weapons and armour. One brilliant thing he supplied us with was a set of replica muskets cast in durable soft foam so our soldiers were able to hit the actors or fall on their weapons without fear of injury.


In the plot planning stages, the sets partly dictated the story. We knew we would be running around in the woods so we looked at what possible places they could come across in their adventure that would be cheap and cheerful but add production value. The french checkpoint is pretty much made out of the same old tarpaulins rope and barrells as the bivouac camp where the boys stop for water, and also the same stuff that the prison wagon camp and battlefields are made from. More or less the same props were rejigged and used to dress the basement of the mill too.


We hired a luton van for the duration of the shoot to shift all the props, sets, lighting and camera gear. It was invaluable but we badly needed more space as everyday we’d arrive on set and the departments would have to dig through piles of stuff to find their gear and get organised. Not ideal but once again, needs must.



When we cast our actors we made one important decision which I firmly believe got us through the shoot. We cast actors we already knew and liked. We could have looked for new people and held casting sessions but we decided that we’d rather have friends around us, friends who knew exactly how stupid the schedule was going to be and precisely what we were trying to achieve and why. The shorthand that exists between people who know each other well is invaluable on set when the pressure is on.


We knew Eve Pearson, Matt Neal and Zack Street from castings we’d done for previous short films which they’d shot with us. Baby John, Harry Harrold and Al Bevan were old friends from live roleplaying days, Julian Farrance, Jason Marchant and Roland Bearne were friends of mine from Alien War, a tourist attraction I’d worked for as a runner/ floor sweeper/ minion 20 years ago (they’d all been my old managers – it’s interesting in hindsight that they all ended up playing bad guys), Jon Boylan the French scout was also our Gaffer for the film and is a director in his own right, Kiera Gould (as was) was also our 1st AD, but enjoys stage combat so was roped in as a zombie, likewise Chris Puttock who always enjoys getting blown up and is also another director, and JP Berry was dragged in at the last minute by Matt Neal to play Guise as a sudden schedule change meant, very disappointly, that Spencer Cummins couldn’t join in.


Chris Courtenay another actor friend also wasn’t able to join in because of schedules, but everyone else along with the HOD’s came along to an introductory meeting in a bar very early on in the process because not everyone had met, during which i described the story to them and they all agreed, possibly because we all accidentally got massively drunk in a very short space of time. Not a very productive meeting but good for crew bonding! In the end the story i told them was quite a bit different from the finished script but no one seemed to mind.


We held four or five rehearsals in the evening after work and on one weekend just before the shoot. The actors learned their parts as if they were performing a play. They were able to do each dialogue scene all the way through without stopping as we knew we’d have really limited shooting time on set. We roughed out the interior sets with sofas and chairs so we worked out their physical blocking and approximate camera angles in advance, which in turn affected the set builds. We did the same in my back garden with the larger exterior sets too. Robin Gould worked out the fight scenes for us so the actors were able to rehearse those too, in particular the fight where the three boys are chained together, which was great fun working out.


Matt Neal, our lead, learned the script but also developed a 50 minute monologue version of the story himself so he was able to recite the events of the entire story which we later shot in the carriage set in a single take. Very impressive.

Our plan was originally to shoot this monologue and the carriage interior on the first weekend to ensure that we had our story in the bag. Anything we shot in the next several days would be a bonus that we could “colour in” our film with. In the end because of scheduling we weren’t able to and we shot the carriage stuff last, which was a little nerve wracking for us but Matt ultimately found it better for his performance as when he eventually came to do his monologue he was telling the story based on things that he had actually experienced rather than purely using his imagination.


Once again, at the script writing stage, we based the story on locations we knew we had access to. There was a small private wood near Amersham that belonged to friends of one of the crew, where we had shot a short a couple of years before. We knew we needed natural daylight so a wood was essential and it was ideal as we were very familiar with the layout. On the down side, we had to get in a small generator for power and hire a portaloo (one portaloo isn’t really enough for 20 people).

There was also a farm not too far away where we had filmed before, and more importantly where they were happy for us to let off explosions, so that became our battlefield and prison wagon camp (camp number two as because of scheduling we shot the boys discovering the camp and sneaking in, in the woods, and then the artillery assault a week later at the farm – notice the lack of trees during the artillery attack?).

 Although we wanted to keep the lighting budget down we knew we’d have to shoot something indoors, as much as anything just to stop the film from just looking the same all the way through. We’d filmed at an old stately home a few times before and knew the owner reasonably well so we approached him. Most of the location was too modern for us but it has a great set of old dilapidated cellars so that’s where the ruined mill came from.




We were pretty low tech in our approach, most of our ideas were for real, practical effects, things that we could guarantee we could get in the can on the day, mostly so we didn’t have to do lots of extra stuff in post.

Nick Lewis and his partner Sophie provided us with the pyrotechnic effects on the shoot, in particular for the battle field and the artillery strike, while the art department provided interior and exterior smoke machines and small fire effects, and threw hand fulls of fullers earth and woodchip at actors in close up shots to give the impression of flying debris from explosions.


We made the decision that there would be a small amount of CG but mainly that was due to considerations about costumes etc, for example when Hardy gets shot we knew we would only have one costume for him so we couldn’t risk doing a practical blood hit on him on the day in case we didn’t get it on the first take because that would be his costume ruined, plus it saved us the set up and reset times, and it also meant the actors could run the scene in full without having to stop halfway through to allow for the effect.


We also made the call that the zombies eyes would be done in post, partly for cost – lenses are fairly expensive – partly because it would make the actors lives much pleasanter and partly, once again, to save time on set. We figured that there wouldn’t be very many shots and that they would generally be quite brief as they often occurred during fast cut fight scenes. We knew that we would be shooting handheld and that that would mean additional tracking work but we figured that the benefits outweighed the risks.

Unfortunately when it came to the post work, the man in the frame to do the eye effects dropped out quite late in the game and we suddenly found ourselves with a fairly big pile of effects that needed to be done in a very short space of time. I got a copy of after effects, learned how to do it in a morning and bashed them all out in about five days, never having done it before and being something of a luddite. To be quite honest they’re pretty poor but that’s just the way it goes.

 In post, Dan Gray and Neill Price took stills from the film and did a really cool stop frame animation using transparencies on a light box which they burned holes in and melted in stages, which they then blended to make the little transition moments for some of the flashbacks.

Stuart Leach and Lindsay Harris did a collection of After Effects CG for us adding flames, smoke blood and bullet hits to various scenes in addition to composting the model shots together for us.



I approached Franz Pagot (AIS) a friend who is Director of Photography that we’ve worked with before to ask him if he could recommend a young upcoming DOP who might want to get a feature under their belt. To my amazement and despite the huge budget constraints, he offered to do it himself, which was very generous of him given he had no need to stick a tiny little independent on his CV. When we discussed the shooting style we settled on shooting the majority of the film hand held, partly because I’m a fan of hand held, but largely because we couldn’t afford a decent track and not having to set up a track would save us time on set. There are cheap track options but because we would be shooting the majority of the film in the woods, it felt like it would be more trouble than it was worth trying to get a track level and smooth with our schedule. Likewise any thoughts of cranes or jibs went out of the window very quickly although we did use a slider on a tripod here and there.

We had based our budget on using a friends EX3 camera purely because it was free. Franz made us raise the bar as far as we could so in the end we hired an F3 as our main camera with a 5D as second camera, and hired prime lenses. We did use the EX3 as well for second unit and pickups etc. and also a gopro here and there. It was obvious that we’d have trouble matching up the camera looks and qualities in the grade, but our ever increasing budget gave us very little room to move. Our plan was pretty standard, to shoot every scene with two cameras, starting with the wides then pushing in for successive takes to give us as much coverage as possible.


Then disaster struck. About two weeks before we started shooting, Franz became quite badly ill (he’s ok now). Suddenly we had no DOP and we still had to sort out our lighting gear. Franz saved us at the last minute though by suggesting a friend of his Faye Watts, who had assisted him before and who i vaguely knew from a job we’d done in Malta a couple of years before.


With a week to go Faye came over and Kiera and I grilled her and she grilled us pretty hard back. Fallen Soldiers would be her first feature too and the fit seemed pretty good so she jumped on board.

We raced her through a collection of recces, working out camera angles and lighting and she placed her final order for camera gear etc. and we were ready.


Four short months after our first inspiration, we were off into the woods to make our first feature film…


In the next installment, Bill covers the trials and tribulations (and the great fun) of each day of principal photography.

(thanks to Ceri Williams for her proof reading skills)