If I told you every detail about how we got our first two features in the can, there might be some lawsuits filed and there would definitely be at least one criminal charge. So I'll tell É almost everything.

It started on a freezing night in 1996 in New York, where we were staying while I did a little freelance writing to earn some dough. We'd just come from the Sundance premiere of two shorts by my partner, Tamara Hernandez, and I recently had some success with my own short at Toronto, so we thought now was the time to step up. Our not so uncommon problem, however, was that we didn't have enough money to make a feature. Several drinks later it was decided we would make two! This way, we figured, there'd be twice as good a chance of getting the money back. We set about preparing our scripts and then one of Tamara's shorts got into Cannes. Perfect! We would get our money there, have a few laughs on the Croisette and be in pre-production by June.

Jeri Ryan and Director Harry Ralston on the set of The Last Man

Once in France, we hit every hotel suite in town. (In Cannes everyone is willing to talk to you because they figure if you managed to afford the plane ticket over, you can't be a complete loser.) The results from our meetings: zero! We simply couldn't understand why no one wanted to fund our two low-budget indies with no stars attached, to be directed by unknowns. Still, the festival was very nice to us and the trip had some highlights including a failed attempt to crash the big Miramax party by cleverly coming up from the water (they had guards posted in the surf), and a pretty bad fight between Tamara and myself at a party in a castle (a knife was drawn; later we patched things up).

Back in LA, it was decided: fully financed or not, we were going forward anyway. We set a shoot date and continued our search for money. We went down many roads in pursuit of it, armed with our scripts, special presentations, business plans, and reels of our work. We wrote countless letters, taking all the meetings we could get. It was exhausting and depressing, especially when people who really seemed like they'd come through pulled out at the last second, or else turned out to be frauds or complete lunatics.

By shoot day we had somehow piled up enough cash to get both films shot and edited, but nothing more. We figured it wouldn't be a problem, though, because we were Sundance alumni, after all, and we'd just made two highly original films. We thought we'd have only to send in our Avid cuts and once news of our acceptances hit Variety, finishing funds would start flooding through the door. It would prove to be slightly more complicatedÉ

In the meantime, casting was handled through Breakdown Services and done out of my living room. Tamara's film, Men Cry Bullets, a darkly twisted story of abusive love, had 23 speaking parts and required nudity. Further, it was set in a nightclub that featured freak acts, so we had to find drag queens, men who would wear diapers and/or lift watermelons with their nipples, women who would eat worms live on stage, two little people magicians, a scantily-clad contortionist and a trained pig. All I can say is, thank God for the Dragon Talent Agency, who rounded up freak acts wholesale and sent 'em over. My neighbor was positive we were running a crackhouse.

My film, The Last Man, is a comedy about the last three people on earth and their terrible relationship problems. Casting proved to be a challenge. These three people had to carry the film for an hour and a half with no one else around but a bunch of carcasses. After 70 auditions, I was so desperate I thought I'd play the last man myself and grew out a bushy beard. Fortunately, David Arnott walked into my house chewing a cigar. He read some scenes and I knew at last someone could do it. But the part required nudity, being covered in mud and being generally humiliated. Would he do it? "I'm your monkey boy," he said, and I had my guy. The other leads for both films were tough to fill as well (I guess all are). The last woman needed to be crazy, vulnerable, funny and beautiful. The other guy needed to be dumb, charming, underhanded and funny. I found what I needed with Dan Montgomery as the guy and Jeri Ryan as the woman. This was before Jeri's Star Trek: Voyager days, when she was still available. She proved so good in the auditions we asked her if she'd take one of the leads in Men Cry Bullets as Lydia, the crazy debutante. She agreed to both. Tamara finished out her lead cast with Honey Lauren as the violent, psychotic, Betty Page-esque writer and Steven Nelson as the innocent young heterosexual drag queen.

After several attempts to find a producer willing to take on this low-budget double project, we reluctantly decided to produce it ourselves, with the help of line producer Jessica Rains. So we plunged into pre-production and hired the crew. I cannot emphasize enough how instrumental the director of photography, Michael Grady, was. He effectively determined the shoot schedule, brought us his entire crew at reduced rates (one of the benefits of offering two films worth of work), and gave us his camera package at rates which made it possible to go forward. At the end of the day, the DP is the one who best knows how long things will take, the needs of the director, and the lighting requirements. An expert was just what the doctor ordered, because time was obviously critical each movie would get only 16 shooting days.

For all our battles, it was only nine months from that night in New York until we were ready to go. Tamara won the toss and Men Cry Bullets would shoot first. With storyboards being planned and massive rehearsals of the big cast, I eventually had to move out of my house and into the Magic Hotel on Sunset to finish rewrites on The Last Man. The first week would take place in the young drag queen's apartment. Upon arrival we discovered that our carefully acquired permit didn't apply to condominiums, so we needed the permission of the condo association and everyone living within a quarter-mile radius. We had already unloaded our crew, so it was too late to find another location. Translation: extortion, thick and heavy. We coughed it up and the condo got new laundry machines.

The apartment was 105 degrees, small and intense, but with the exception of threats to call the cops since it was rumored we were shooting porno (we had painted the walls purple and it was being shot in the Valley), we finished without trouble. We kept up our crazy pace during the next two weeks in the nightclub, at the pier and at my house for some pickups. Tamara was limited to two to three takes on very complex emotional scenes, but all in all, the actors and crew delivered beautifully. I kept my bushy beard and played a homeless guy, only to magically reappear in the film later as Freddy Fishnets, the nightclub owner. I didn't mind the double duty as producer/actor, but getting the crew to listen to you when you're wearing frosty pink lipstick isn't always easy.

On to The Last Man. I thought a film about the last three people on Earth would be cheap and simple. It turns out getting rid of people is much more costly and time-consuming than keeping them around. Despite the great locations our location manager found, we couldn't escape noise. The shoot wound up taking an extra four days while we waited for planes and cars. Shooting alone can be trouble in the desert. By day, bees and tourists invade, and by night, gangs and mountain lions take over. We had to arm the art director, who slept alone on the set to protect it, armed with a rifle and liquor for courage. Our crafts services woman was touchy and at one point, taking offense at a crack about her soup, she drove off with all the utensils. Everyone had to eat chunks of meatloaf with their hands. Fortunately, the regular catering was terrific and everyone was patient. There were some encounters, though the desert brings out tempers. At one point, one of our drivers got hillbilly drunk and poisoned the water supply. We never heard from him again.

But we also had some miracles. A swimming hole critical to the script had dried up since we scouted it. Also, gangs had covered the rocks with graffiti. Fortunately, an old gentleman living on a hill near our set had been a Hollywood scenic painter as a young man and one night came down and touched up all the rocks, returning them to their pristine state. As for the dried-up water, he said not to worry, he had a friend at the dam. Mysteriously, at the exact time we needed it, the entire county was flooded, eventually filling our pond. We shot, and a few hours later the flow magically stopped and the water went back down.

Once we wrapped, we discovered that being festival alumni didn't guarantee entrance to Sundance. We did everything we could think of, but we didn't make it in. Eventually, however, Men Cry Bullets got into South by Southwest. At that point, we were six weeks away from our screening, with no money for a blow-up or mix.

We called everyone in the Creative Directory and the IFP industry guide. Nothing. It was too horrible for words. Then Bob Sturm, a producer from Colorado, came to the rescue and we made it by the skin of our teeth. Men Cry Bullets went on to win SXSW, and five more festivals after that, which was all possible because Bob stepped up. Still, because the movie is somewhat hardcore, it took almost a year to get a distributor. The film was finally picked up by Phaedra Cinema and released last fall.

But The Last Man was still in limbo. For story reasons, I had included homemade-looking video in the opening of the movie and it was hurting us when we sent out screeners to the festivals. The movie looked half done; it needed to be finished the way it was intended. Along came another miracle: moviemaker, saint, half-mad visionary Roger Avary watched the film for a festival and was the first person to accept it with deep enthusiasm. I sadly had to decline the fest because I lacked funds to make a print. He called me up, outraged, and I explained. He thought about it for a moment and said: "Well then, let's go get the money." He called on his colleague, Ash Shah at Silver Nitrate Films, secured the funds, and became executive producer of the movie. Associate Procucer Edward Stencel also came aboard and contributed greatly toward getting the film finished. We premiered at the Hamptons International Film Festival and have gone on to play at five other festivals so far, with distribution being negotiated as of this writing.

In all, The Last Man was way harder than we could ever have imagined. But with both movies, the interesting lesson was that the process is more malleable than we thought. If you stick with it you'll make progress that is sometimes hard to measure. Take heart, because failures along the way will not wipe out your movie's chances. And never forget that there are as many great people willing to rescue you as there are evil people out to crush you. MM