Ever wonder what would happen if you were able to read someone’s mind?

In Khalil Sullins’ directorial debut, Listening, two college scientists discover a breakthrough in mental telepathy, allowing human thoughts to be transmitted via a computer. The results are dangerous as the battle over human free will is exposed and the technology ends up in the wrong hands. To create this unique vision for telepathy on-screen, Sullins invented a new technology he refers to as Flicker 3D. Here, he describes the process for developing, honing, and filming the technique.

“How did you come up with that idea?” It might be the most common question asked of filmmakers. The secret to making a movie isn’t just about having a good idea. Sure, you have to start with a good idea, but then, through the course of writing, pre-production, filming, and post, you have to add a few hundred thousand additional ideas before you have a movie. If all of those ideas act in unity, all enhancing one another, then the original good idea suddenly feels like a great idea. That initial inspiration might strike like lightning, but when you’re directing a film, you need a constant flow of inspiration, so you strap a metal rod to your head and pray for rain.


Flicker 3D in effect with Amber Marie Bollinger.

The original seed of the idea for Listening was absolutely fantastic. Or, at least, adequate. What if someone invented telepathy? From there I started developing. I knew I wanted a “hard” sci-fi film, meaning all of the science had to be either established fact or theoretically possible. If the inside-the-mind sequences devolved into fantasy visualizations of thought (unicorns galloping over rainbows as they run from blood-thirsty T-Rex clones from outer space or whatever normal people think about), the film could lose all believability.

What I needed was an aesthetic – a look that would make the audience feel like they were entering the mind without sacrificing the hard sci-fi tone.

Flicker 3D

At the time, a filmmaker friend was staying on our couch. He showed me a Blue Roses music video shot with a 3D camera shift technique. Then, we found all these stereoscopic still photography GIFs online. People were capturing two images of the same subject from cameras roughly eye-distance apart and then switching back and forth between the images rapidly to create a false sense of depth perception. The images tricked your brain into seeing 3D without glasses. In still photography, it’s nothing new. There’s even an app for it. But not many people were doing it with video. We watched every single feature film mankind has ever made (or at least all the cool ones), and couldn’t find a single one that had used the effect on the big screen. Online they were calling it “wiggle 3D,” but we thought that sounded too childish, so we named it “flicker 3D” and declared ourselves trailblazing pioneers of the medium.

Listening_David CIA 01
Thomas Stroppel (David Thorogood) in Listening


Theoretically, we could have just rented a fancy dual-camera 3D rig with finely tuned mirrors and whatnot from a big camera house, but we didn’t exactly have the budget for that. So, we had to figure something else out. First, we tried GoPro’s 3D rig, which is basically just a doublewide plastic camera housing. We shot a bunch of footage and threw it into Final Cut. We aligned the footage in the timeline; then, painstakingly cut every couple frames between the left eye and right eye cameras. We found that the effect seemed to work best when the subject moved but the camera didn’t. But, as great as GoPros are, the problem was that we couldn’t control focus or exposure. Even the slightest difference in focus or exposure between the two cameras destroyed any sense of depth perception.

Our cinematographer, the immensely talented, ASC-award-winning, all-around nice guy Blake McClure, happened to own a Canon 5D. We borrowed another 5D from a friend, and miraculously, they both owned the exact same lens, which was key. On Amazon, we found a dual camera bracket mount for about 10 bucks, which allowed us to mount both cameras side-by-side on top of one tripod. We pointed both cameras at one subject, and activated the grid on the viewfinders to make sure the parallax, or intersection of where the cameras were pointed, was exactly where we wanted it. We shot some footage, cut together the left eye and right eye cameras so that they flickered back and forth every couple frames, and voila! 3D without glasses!


My wife, who was also the main producer on Listening, took a certain popular filmmaking seminar when she first moved to L.A. She took some offense to the instructor’s bold claim that if a producer wanted to guarantee financial success, all they needed to do was shoot a 3D movie featuring two hours of women’s boobs. We both laughed at the ridiculousness of the claim. Oh, what disgusting pigs men are. Especially producers.

We, on the other hand, were striving to create something profound. A particular plot point in our film revolved around one character telepathically projecting sexual fantasies to the men who plugged into her brain, in order to mask her real thoughts. So now, here we were, finally on the set of our first feature film, bravely pioneering flicker 3D technology, and we’ve got two cameras setup for a close-up, pointed squarely at our lead actress’ breasts. How profound indeed.

Listening_Khalil Sullins Blake McClure

Director Khalil Sullins

To further indicate we were entering a psychological space, we setup lighting cues for each flicker 3D sequence. The background would dim down, and a spotlight would highlight the actor in the foreground. Originally, I also wanted a slow push-in through each sequence, but our first AC was quick to point out how insanely difficult it would be to pull focus on two cameras with the required precision.

He probably could have pulled it off, but then there was also the issue of counter-correcting the parallax of where the cameras were pointed as we pushed-in. It was just beyond the limits of our 10-dollar rig. So, we did what any self-respecting filmmakers would do, and decided to fix it in post. A couple artificial push-ins never hurt anyone, right?


The first issue we faced in post was determining what the best flicker-rate between the left-eye and right-eye cameras would be. We tested everything from one-frame cuts to six-frame cuts between the two cameras. We even tried rapid dissolves back and forth between the two perspectives, which created a pretty trippy effect, but wasn’t quite what we wanted. We showed all the tests to various audiences of family, friends, and filmmakers. Not everyone experienced depth perception. Some of the footage made people extremely nauseous. We had no clue what this might do to people seeing it on a huge screen in theaters. Maybe our big accomplishment was going to be making 300 people vomit simultaneously. Eventually, we found some consensus that the best flicker rate was to cut back and forth between the two camera perspectives every three frames.

The next issue was finding the proper parallax for each shot. We found that regardless of how the shots were composed on set, we still had a lot of leeway in choosing a center parallax focal point in the editing room. So we experimented with shifting the parallax to objects in the foreground or background. We even tried manually motion-tracking the parallax to follow a hand or arm as it moved through the frame. One thing was certain: The viewer’s eye was immediately drawn to wherever we placed the parallax, as it became the only thing that wasn’t moving while everything else shifted around it.

Every shot was a little different. Sometimes the most interesting place to center the parallax was actually just behind the desired focal point. If we wanted an actor’s face to stand out in a wider shot, we might place the parallax on their neck, and this made the face feel like it was protruding further forward in space. For other shots, because the actors were moving, we had to motion track frame-by-frame to keep the parallax perfectly aligned, on their eyes, for instance.


End Results

We are on the festival circuit now and no one has vomited yet. Most people don’t quite know how to describe what they’ve seen. Some shots consistently draw “oohs” and “aahs” from the crowd. Paired with music and some pretty cool sound design of distorted voices in 5.1 surround, the telepathy sequences definitely feel like entering the mind, without sacrificing the hard sci-fi tone I wanted. The effect also adds a cubist dynamic to the sequences, because audiences see the same thing from multiple angles at once, which enhances a few story points about the multiplicity of thought.

Ultimately, flicker 3D is just one of a hundred thousand ideas that hopefully work in harmony to elevate Listening from an adequately mediocre movie idea into a film that’s a little more than the sum of its parts. Next up, lightning rod thinking cap prototypes. MM

Listening opens in theaters and on demand on September 11, 2015, courtesy of Amplify.