Making Fallen Soldiers: Part 3

Here’s the third 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.


sam and archie on the slider


In case you’d forgotten, for various reasons – budget, equipment hire, cast and crew availability, foolhardiness etc. – we had settled on an 10 day shoot.  The days blur into one a little but here we go…


DAY 1: In the woods.

After working late into the night to replace our stolen steel carriage frame (see previous blog instalment) we then got up at about 5am and loaded vans. The house was full, with people sleeping on floors as some of the cast had come down from as far as Norwich and Cleethorpes the night before.

We arrived on site in the pouring rain to discover that the dirt track that ran up a steep hill to get to the woods had become a quarter of a mile long mud bath and none of the cars or vans could make the climb. We had steel decks, a flat pack prison wagon, camera gear, tents, costumes, props and generators to get up there and we were in serious danger of blowing our schedule on the first day. Jason, Kiera, and I had gone up the day before and set up a base camp marquee tent with tables etc., so Ruth and Julie set off up the hill with arm loads of makeup and costume gear to get started, followed shortly by everyone else once we’d hastily dragged everything out of the van.


While everyone trawled their way up the hill, Andy Ainscow had arrived in his Landrover. He and Badger came up with the idea of roping a steel deck to the back like a sled and so we piled on the wagon parts and the other heavy gear and hauled it up the slope. Miraculously we still managed to get ourselves sorted out in time and only lost around half an hour from the day.

Luckily, the rain stopped just before we started and held out for most of the day. Faye, our DOP, had enlisted a collection of students that she knew to assist her with focus pulling and operating the second camera. They were thrown in at the deep end but coped really well.


We started shooting in the French bivouac camp where in the story the chained up escapees stop for water. The scenes develops into a fairly involved fight which went surprisingly smoothly.


Meanwhile, Jon Boylan and Mick Parkin were in another part of the woods with anyone who was spare dressed up as French soldiers, firing muskets and running around, to intercut with the scene when the boys are running away from wrecked the prison wagon. (Pretty much all of us, boys and girls, play a French soldier somewhere in the film.)

We finished the day with the following scene of Piper and Cross deciding to look for the mill. The heavens opened about halfway through and we were forced to abandon it in the end, but the day had gone pretty well.

A beautiful day


DAY 2: Back in the woods.

The weather was with us the following day and we started with Cross and Hardy beginning their search for the wagons. Andy Ainscow kindly stepped in and directed that scene with the help of Ian Thomas, our AD for the day, while Jason and I wandered around the woods with mobile phones stuck our ears.

Andy steps in

For reasons I’ve yet to work out, we’d suddenly found ourselves with no lights for the following day. Given we were due to spend the next two days filming in a pitch black basement we were in serious trouble. Finding lights on a Sunday is pretty tricky but we eventually managed to raise the awesome guys at Studio 2000 who agreed to save our bacon. Jason jumped in the Luton and belted across London to pick up the lights and we were back in the game.

I left Andy to it rather than disrupt them halfway through the scene and went and joined Kiera who was running the second unit who were shooting more soldiers and grabbing pick ups from the day before’s scenes.

Robin and Adam as bad guys

Once the scene was finished, I jumped back in and we reshot the abandoned scene from the day before, which went very quickly and smoothly apart from the increased air traffic. It would appear that Amersham is a very popular place to fly light aircraft on a hot, sunny Sunday afternoon (have a look at Bennet Maples Sound Design blog to see how the sound department dealt with this and other challenges –

Over there

Then we went onto the scene where Hardy and Cross find the Prison wagons, which passed without any major hiccups, and we finished the day with a brief bit of the boys fleeing from French soldiers through the woods. With the access road back in action, packing was pretty painless and we were done in the woods for a while.


DAY 3: the basement

It was a pretty straight forward day really. We all pitched up at our stately home location at 7am and got started.

our stately home

In the morning we shot Cross and Piper sneaking into the basement of the mill which went fine, if a little rushed – it was the first day in a new location so there was a lot of unpacking and everyone getting used to where things were. We also shoehorned in a couple of extra shots of Cross beating up French guards after escaping from Captain Sears cell.


Then in the afternoon we shot the boys hiding in the little room and seeing the store room full of coffins. We shot Cross looking through the doorway against green screen to be composited with a model shot later.

setting up

The day finished with the boys getting grabbed by the man catchers and dragged out. There was no door on the little room so we built one and once we’d shot the scene we took it down and moved it to a different room where we would be shooting the continuation of the scene as the boys are dragged out of the door, to give the impression that the two locations were linked, despite actually being in different parts of the building.

the basement


DAY 4: the basement again

Coming back, the next day was a bit more complicated and we struggled for time, which meant we had to keep filming for an extra hour that evening. It was one of the two days we over ran our schedule.

The plan for the day was to shoot the scene where the boys discover the old guard zombie in the wooden coffin. As the makeup was going to take several hours to apply, we shot the scene so you couldn’t see that the box was empty, and shot it again later as a cutaway when the makeup was ready. That all went pretty smoothly and while we shot the zombie, 2nd unit were able to grab a couple of additional shots with the boys sneaking through corridors in lantern light.

the old guards coffin

It was this lunchtime that I suddenly spotted a location that we could use for the exterior of our mill, so we belted out and shot Cross and Piper’s POV quickly, which definitely made life easier in the long run. This turned into quite a complicated composite VFX shot as we combined a miniature and CG effects to sell the image of the mill and the action the scene needed. (More on that in a later installment.)

hanging a zombie

That afternoon, with the zombie ready we shot the fight scene with Cross. We had to race through it and only just got enough coverage because time was against us. It was the scene we had to do the most pickups on later. One of our big problems was that the zombie’s prosthetic jaw was very heavy and the glue holding it on just wasn’t strong enough. We had to shoot around the zombie to cover the hasty repairs and in a couple of the hanging shots, Chris Puttock, our zombie, was pretty much using his scarf to hold the jaw on. In hindsight, make up problems aside, the fight we’d worked out was too complicated for the time we had, so we were only ever going to struggle. This, more than anything, is the scene we only just got away with in the edit.

harry and badger

As everyone else frantically packed up at the end of the day, a skeleton crew of us split off to shoot Jason Marchant, the french priest being caught in the dark by the escaped Captain Sears, Harry Harrold, which worked really well given how quickly it was filmed.


DAY 5: the studio

As we had several scenes set in small locations that we had built small sets for, we needed a controlled environment to shoot them in, with power for lighting etc. so Jason found a great little photography studio – The Pub Studio – in Battersea.

Once more it cost a bit more than we’d hoped, but on the plus side it meant that most of the crew could get tubes direct to the location, which meant in turn that those of us with cars got more sleep for a couple of days as we didn’t have to get up extra early to pick people up. Kiera, Jason and I had been running on about 3 hours sleep a night, so an extra hour in bed was very welcome.



We set up the prison wagon set in the morning and while Faye and Jon lit the set, the art department dressed a hessian wall with leaves which we were able to move around the outside of the set to give the impression of the outside world beyond the wagon, for when the door was opened etc. We used it later for the carriage set too. We shot the scenes with the boys, while Ruth applied Kiera’s diseased zombie girl make up. Jason Marchant, the priest, clambered up on the roof to deliver his lines down at the boys and then we shot kiera spitting mouthfuls of glycerine at her victims.


After that we hastily cleared aside the camera and lights and tipped the prison wagon onto it’s side, for the aftermath of the crash. We added some broken timber and debris and pumped in a lot of smoke to give the impression of settling dust and shot the scene. We were a bit pushed for time as the redress and relight took longer than we’d hoped, but it worked very well.

DIT station

The majority of the cast and crew headed off at the end of shooting while a few of us stayed back to strike the set and build the prison set for the following day. One of the reasons that we’d decided on using that particular studio was that we were able to use it 24 hours a day. We discovered quickly that this was news to the people who lived upstairs, who were very polite but firm about asking us to stop hammering and banging in the evening, as they had young kids. Whoops. We finished off dismantling the wagon set very quietly, tip toeing around, before heading off for the night.



Day 6: more studio

The following morning we came in early and put up the prison cell set for the scenes with Captain Sears, played by Harry Harrold. During pre-production it had transpired that the stately home were only able to accommodate us for two days of shooting because they had so many other bookings, but in the script we had another days worth of the mill basement to fit into our shoot somewhere, so we built a set instead that roughly matched the architecture of the basement.

freshly painted cell

Once lighting and camera were set up we launched into Harry’s very long dialogue scenes, which went very smoothly, only being interrupted by a small amount of noise from a children’s school nearby, during their break times. The studio wasn’t as soundproof as we’d thought.

bill and holly

Again at the end of the day half a dozen of us stayed behind and ripped the set down very quietly, in less than an hour, and put up the carriage set ready for the next morning.


Day 7: Still in the studio.

The next two days comprised the majority of our story as it was all of the carriage interior scenes for the whole film. We got off to a very good start that morning because the set was already built. As our set was small, the options for lighting and camera angles was fairly limited and once the set was lit, we were off. Various people took it in turn to wobble the set on its inflated inner tubes to give the impression of the carriage moving.


We spent the day doing the various scenes between Matt and Eve (Cross and Celine). They had learned their lines well and the rehearsals really paid off as we got through a huge amount of material that day.


This was the day Matt also had to do his monologue, the insurance policy that we would fall back on if we had any issues in the edit. He did it flawlessly and pretty much uninterrupted, except for the occasional school bell and yelling child but all in all it was great. We had a bit of trouble with the noise of planes in the carriage set, because the dialogue in those scenes was often quieter than previously, but we got by ok.

Candle lighting

At the end of the shoot we packed vans with some of the gear and dressing as second unit were going to the farm the following day.

Day 8: The last studio day.

We had an intentional late start on this day as we had various things to arrange with second unit. Once we were set, we continued with the carriage scenes which included the opening scene with Celine’s husband, Albert – Roland Bearne, being shot. We had decided to do the gunshot in post as we didn’t want to spray blood all over the inside of the carriage and risk costumes being ruined as we only had one costume per character, so Roland threw himself around enthusiastically a few times and we pressed on.


At some point during the day we turned over on a long scene. The actors began their dialogue, and then a short while later i woke up. The room was completely silent and the cameras were still rolling. I took a guess and called “Cut?” and when they’d cut I had to admit that I’d fallen asleep halfway through the take. We stopped for a five minute break after that and got some fresh air while everyone took the piss out of me. It had been a long week.


Later on we shot Alex Bevan, as Captain Lefevre’s, scenes which went very well, with Al having fun with his French accent. The actors were great and had learned their scenes perfectly so it was very easy for us to shoot. In some ways though, it was the hardest day for the crew. On every other day we had been doing different scenes in different locations, so we had a lot to keep us occupied, but because we spent two days on a small set, which once it was lit, needed very little doing to it, it was pretty monotonous. It was a late finish and everyone was pretty exhausted by the end.

Lindsay and Stuart

Meanwhile, second unit under Lindsay Harris and Stuart Leach, were in a field on a farm near Chalfont in a torrential down pour, the worst rain we’d seen in weeks. They set up for the exterior shots of the prison wagon scenes (the view that the boys see through the gaps in the planks from inside the wagon). The weather was appalling but because we had no chance of going back they pressed on regardless. In the final edit, the grey raining weather outside the carriage doesn’t match the bright sunny conditions inside, but that’s what you get on a low budget film, you just have to roll with it.

2nd unit brave the rain

Kiera had left main unit to 1st AD for the second unit, as she’s had a lot of experience with shooting action, while Ian Thomas stepped up to 1st for me for the day. Nick Lewis and Sophie Ashley then set up pyrotechnics for the artillery strike. Stuart and Lindsay had everyone who was spare dressed as French soldiers and running around as Nick let off dust and debris explosions. They did have a passing horserider complain as their horse had been startled, but they had a schedule to stick too and knew that legally we were ok to carry on as we had notified the police in advance and had permission from the landowner. We were using pyrotechnics rather than high explosives, so in effect we were just letting off customised fireworks. The weather improved a bit in the afternoon and they shot Jason, our priest, running for cover amid the explosions, and then shot a collection of little moments with individual soldiers falling or diving as if they had been hit. The art department stood by to throw handfulls of wood chip and bentonite (a type of dust used in films)  on them as they hit the ground to imply debris from the explosions.

Stuart preps the debris hurlers


Once they’d finished they came back and joined us at the studio, just as we finished shooting. Apart from the rain, they’d had a great day blowing things up, and it was really good to have an excited bunch of people turn up to help us with packing up the set and gear and getting out that night.


Day 9: On the farm.

The weather was with us again so day two at the farm was much pleasanter. Main unit started with the prison wagon which we had set up near the trees to shoot the reverses of the interior scene that we had shot several days before. Jason, the priest, climbed on top and delivered his Latin lines down to the camera, which was inside the wagon looking up through the barred ceiling. As the carriage was so high up, Freddie our sound man had to stand on top of my car to get the boom up high enough to record Jason’s lines.


After that we shot various parts of the prison wagon crashing scene. We loaded the top of the wagon with dust and debris, which flew around when we pushed it over a few times to imply the crash, and then got the boys to kick out the bars and scramble out as if they were escaping from Kiera’s diseased zombie girl.

We finished with a couple of small flame explosions against the side of the wagon to help tie the wagon crashing to the previous days artillery strike in the edit.

Nick makes fire


Meanwhile, second unit had to contend with the opposite problem from the day before. They were trying to shoot Cross’s battle flashback, but when they fired their cannon, an inquisitive horse in the next field came rushing over to see what was going on. It kept peering over the fence right in the middle of the scene and Kiera had her work cut out to make it go away. It was fascinated by the loud noises and excitement.


They set up a long tracking shot as Matt charged along the hedge side, threw a grenade to kill a couple of soldiers and then ran in, firing his musket and then having a hand to hand fight with a couple of French gunners. Sash the second unit DOP used the camera hand held, shooting from the back of Becky’s van, tracking along with Matt as he ran and then leaping out at the end to come in for close ups of the final fight. They then broke the scene up into various small close up moments of the grenade being lit (a paintball match fuse stuck in a plastic ball), the soldiers jumping away from the grenade explosion (Kiera and Adam hurling themselves on to a crash mat), the gun being fired (small pyrotechnics placed in the front of the replica musket and fired by a switch held in Matt’s hand – if you look carefully you can see him holding it), the French soldier being shot (cups of blood being thrown repeatedly into Gavin’s face) and finally the soldiers being beaten up (played by Robin, the fight arranger, and Chris, the old guard zombie from several days before).


Day 10: Wagons roll

This was supposed to be the last day of our shoot, but something had changed a few days earlier which meant that Eve wasn’t available because of work commitments. We had intended to film our final scene of the film but had to postpone it until the following weekend, which was a little nerve wracking (and added another day of shooting to our budget). We still had more to shoot at the farm so we carried on with a slightly smaller unit. We shot the mill scene, the close ups of Cross and Piper hiding in the hedge when they first find the mill, which we arranged to match the hasty reverse we had already filmed one lunchtime at the stately home location.

Did we get it?

Then we moved on to the thing we’d all been waiting for. For the prison wagon crash I’d come up with the idea of making two 8 foot diameter plywood circles and screwing them to either end of the prison wagon. In effect we’d made a giant cotton reel. I’d cut a big hole in one end so the cameras could see inside. The idea was that we roll the wagon along the field really slowly and carefully with the actors inside it so they get thrown around as if the wagon is crashing, like a giant tumble dryer. It worked brilliantly and was very funny. We rehearsed it incredibly slowly so the actors could get used to it. They rolled in pairs, Kiera with Matt, and Zack with Baby John so that they could watch out for each other. They all wore pads on their backs knees and elbows so they wouldn’t get hurt, and once they were used to it and happy to go for a take, we threw in some handfuls of woodchip so there was debris flying around too. We shot it half a dozen times which went very well. After that several of us climbed in and had a go ourselves because it looked like so much fun.

And that was it, for a week at least. We tidied up, went our separate ways and did a lot of sleeping.


Day 11: Back to the woods.

After a few days off, we returned to the woods on the following Friday to shoot the final scene of the film. Faye our DOP wasn’t available so Jon Muschamp stepped in. He had camera assisted and operated throughout the shoot so the changeover was very smooth. We set the carriage up in a clearing in the woods and played out the scene. The weather was great and it went very well. For the carriage being set on fire we knew we were intending to use visual effects so the only practical effects we used was to fill the carriage with smoke.


So that was that, we had our end scene, which meant we had our whole movie…


Except we decided to carry on…


Day 12: Improvised pick ups in the woods.

We could have stopped there as we’d completed our plan, but we’d really enjoyed it and weren’t working until the following week, so a few of us who were still feeling keen carried on. We couldn’t afford to spend any more money so we just made use of whatever we’d got. We’d left the carriage at the location so we decided to shoot some takes of it traveling through the woods. We didn’t have a horse and the carriage is only complete on two sides so our shots were pretty limited but they really helped. There are some amusing outtakes of us running past the camera dragging the carriage behind us.

Jon and Kiera

Kiera then dressed up as Celine’s husband, Albert, and we got some shots of her falling out of the carriage door as it rolls past, to tie in with Cross throwing Albert’s dead body out.

Alex Bevan, Captain Lefevre, was free and came along to shoot his exterior scenes. We had never intended to shoot them but we had a free afternoon so we made that scene up, with Jon our gaffer camera operating. We cobbled together the french checkpoint that afternoon out of odds and sods that we had left from other sets.

We shot those extras on the EX3 as the other cameras had been sent back, and the drop in quality is quite apparent in the edit but we felt it added to the story and made the world seem bigger, so it was worth doing.

 After everyone else had gone, Kiera and I had one last idea. To help make the prison wagon crash scene more exciting, we attached a Go Pro camera to the underside of the wagon base so it was filming the wheels and the ground rushing by, to show the wagon gathering speed. We fixed a pulling handle onto the front of the wagon and the two of us pulled the wagon along the dirt road several times. It worked well but after reviewing the footage, we decided it wasn’t fast enough. For our final take we set off at a run, dragging the wagon behind us. About halfway down the hill we realised that we were no longer pulling the wagon, it was chasing us! After a few moments of a cartoon style chase, we both dove into the hedgerow and the wagon thundered past us and crashed into a grass verge. Once we’d stopped laughing, we rescued the Go Pro, and the footage looked great. Our shoot was over.