The biggest trick we had to pull off in making All Nighter was telling a story that takes place as two men travel across almost the entire city of Los Angeles–shooting it in a lot of locations, on a tiny indie-sized budget in 22 days.

The film follows Mr. Gallo, (J. K. Simmons) a globe-hopping entrepreneur, and Martin (played by Emile Hirsch, who describes the character as a “tofu-gorging hipster”), as they search for a missing woman—Ginnie, (Analeigh Tipton) Gallo’s semi-estranged daughter and Martin’s ex-girlfriend—all over the city, from Echo Park to Hollywood to Koreatown, from Los Feliz to Downtown L.A. and back again, over the course of one day and night.

The physical experience of the movie that I wanted to create was the comedic ride these two men go on, which becomes increasingly out of control over the course of the night, and at the same time serves as a tour of the various strata of Los Angeles’ contemporary cultures–from a tattooed-hipster-infested juice bar/art space in Eagle Rock, to an upscale expensive restaurant in Beverly Hills, to a cheesy Hollywood nightclub, to a Koreatown tea parlor.

This required finding and securing many locations that were convincing, aesthetically pleasing and spatially appropriate for our needs (in other words, locations that were not in our budget.) It required cramming roughly 35 locations into a 22-day schedule, which meant a full company move from one place to another in the middle of a shooting day many, many times—something you only want to do a few times, not every other day of your schedule. And it required a lot of scenes in cars, many of them driving, at all hours. And driving is never simple.

Gavin Wiesen (R) directs J.K. Simmons and Emile Hirsch on the set of All Nighter. Photograph courtesy of Good Deed Entertainment

After all the actor availabilities and location nightmares were resolved, a problem remained: We just didn’t have room in the schedule to adequately spend time shooting our actors in the car on the move as much as the script required. I rejiggered scenes to have dialogue happen as they were getting out of the car, or getting into it, and changed one major conversation to take place in the car while it was still parked. But we still had six important driving scenes left that absolutely needed our principle characters to be driving and talking while in a moving car—three during the day, three at night.

My plan was to split those scenes up by neighborhoods we were shooting in so we could maximize the variety of background locations they drive through–one driving scene here, one driving scene there. One scene could be shot on a process trailer, the others could be profiles or overs from the back seat, or on trays. Easy. However, we could only afford a process trailer for one day, we couldn’t just have a rig like that waiting for us when we needed it for a couple of hours. I needed a process trailer for one of the daylight driving conversations because it was an important emotional beat that needed clean, stable close ups and a different feel to it than the other driving scenes. But because we were renting a process trailer for a day, all three daylight driving scenes got grouped together. We’d shoot them all out using the trailer but changing up the set ups from scene to scene. I could live with that.

The nighttime driving scenes were a different story. They required a lot more lighting than the daylight car interiors, and one of the sequences required a couple of stunts—swerving to avoid a car, screeching hard around a turn, slamming the brakes to a stop. Once those car exterior moves got spit off into their own night exterior set ups, using the car more as a prop driven by our stunt coordinator without our actors inside, then the car interior scenes according to the all-important “schedule” had to now be grouped on the same night. The only problem was a huge one—we were out of nights.

Martin (Emile Hirsh) and Mr. Gallo (J.K. Simmons) night-crawl through L.A. in All Nighter

I had always been vehemently against “poor man’s process”—shooting the car interiors in a completely dark space and using lighting rigs to simulate passing streetlights, car headlights in the background, etc. I knew more and more movies and especially TV shows were doing it that way but I felt I always could tell, and we didn’t have the VFX budget carved out for fancy background plates or other CG elements. Ever since I was in my early 20s and first learned about it, I knew in my bones that it was lame, lame, lame.

I wanted the car’s movement to be real, to sense the world passing by, for the actors to actually drive. But, after fighting and winning all the other scheduling battles we had been confronted with–this is where I lost. We were more than halfway through production, the schedule had long since cohered into a substance more unmovable than cement, and we had half a day for three “nighttime” driving scenes. I had to admit defeat.

And so I found myself on a soundstage in the valley with my actors sitting in a stationary car in the dark, christmas lights strung on a revolving rig way in the background and a PA behind the car holding a C stand with some lights on it. But as soon as we were rolling, I realized I could sit as close to the actors as I needed to. I could hear their performances without wind and traffic drowning them out. I found myself loving not having to grumpily direct tired and grumpy actors at 4 in the morning. I loved not sitting on the back of a process trailer trying to squint into a hand held monitor and speak to my actors via walkie talkie. I loved not having to turn a convoy around at a busy intersection and drive for ten minutes just to reset for the next take. I loved being able to choose whatever angles we wanted.

I was very happy with what we got, but I went into editing with real trepidation about whether the driving would feel real enough. While the scenes looked good, knowing that it was poor man’s forever gnawed at me throughout the edit. As it turns out, we did have VFX budget, however miniscule! Knowing it had been set aside strictly for digital clean up and removal, plus one 3-second hallucinogenic mushroom trip effect, I had discounted it being able to counter any issues with our poor man’s process shots. But our great VFX artist was able to adjust some of the practical streetlight effects, add some digital shake to the car “movements,” and even squeeze in a few sweet anamorphic headlight flares behind the actors heads.

So I’m a poor man’s process convert. I think it adds immeasurably to the actors sense of comfort and my own ability to hear and see what they are doing in the moment and make any adjustments. And with the wonders of digital VFX you can make it better for five dollars. I even noticed a very similar setup in one of this year’s Oscar nominated movies that had 20 times our budget—and I think ours looks better! It allowed us to focus on getting the locations we needed all over L.A. and get a sense of the world through our day and night exterior street scenes.

With our limited time and money, we got to add a layer to our movie that was a love letter to L.A., and capture some of the city’s weirdness and beauty. MM

Exclusive: See behind-the-scenes pictures from the set of All Nighter below.

Emile Hirsch and Analeigh Tipton take a selfie while J.K. Simmons declines to participate in between takes of All Nighter

Gavin Wiesen directs cast and crew on the set of All Nighter

Emile Hirsch and J.K. Simmons get ready to chew the scenery of one of All Nighter‘s 35 L.A.-bound locales

Analeigh Tipton and Xosha Roquemore goof off on the set of All Nighter

All love between Analeigh Tipton and Hunter Parrish behind the scenes of All Nighter

All Nighter opens in theaters March 17, 2017 and on VOD March 24, 2017, courtesy of Good Deed Entertainment.