The Midnighters, my feature film directorial debut, began a long time ago when I spent a sleepless night on a deserted street that was haunted by a hundred ghosts.

I wasn’t sleeping because I was being paid to stay awake and watch a lone packing pallet with four 5K Mole Richardsons wrapped in plastic. The street was New York Street on the back lot of Paramount Pictures in Hollywood, California. I was a security guard. It was August, the dog days of summer, 80 degrees at midnight. I was supposed to be watching the lights but the thing that kept catching my eye was the armada of Hollywood cockroaches that were traversing the dividing line where the concrete curb met the asphalt. Laying in wait and dotting the roach’s path every 12 inches or so was a plump female black widow. Coiled in the cracks of cement and ready to pounce at the moment of truth.

A year before this moment, I had decided to give up on my lifelong quest to become a writer-director. I had spent what I felt was way too long trying to convince third rate market distributors to pre-sell one of my projects so we could green-light a $1M debut feature. Hollywood needed money and I didn’t have any.

So, here I sat in a 12-foot ring of light provided by a solitary work lamp in the middle of the intersection of the Soho Arts District and the East Village Facades, hoping that I didn’t feel a cockroach run up my pant leg—or worse yet, a black widow. I moved my chair and the light into the exact center of the street, as far away from the bugs as I could. As I followed those insects with my eyes as they traversed the curb I realized how many attempts the spider had to make before she caught her prize. The entire night I never saw a spider catch dinner but I’m assuming they must be successful at least some of the time because they sure were thriving. I started to look past the battle for survival on the street before me to the dark facades rising all around.

Leon Russom getting into character on the motel set of The Midnighters. Photograph courtesy of Bread and Circus

Sitting there with my new insect companions, it hit me: Unless I wanted to be sitting on the studio back lot watching black widows chase cockroaches for the rest of my life, I’d better get off my ass and throw everything I have into making the best damn feature film that I could.

Making the Best of a Bad Lot

Searching for resources, I figured that while I was still working at a movie studio, I could talk someone into letting me use some of this stuff that no one else was using. I began to scour the lot while I was doing patrols looking for every available asset.

My first year at Paramount saw the demise of the largest and most used prop house in the world. The Paramount prop room was an entire building filled with tens of thousands of props from the studio’s rich history—more like a museum than a rental house. It was sold piece meal by Viacom and the building was turned into rental office space. The fiber glass set molding shop was outsourced a few years later. Next went the camera house. The camera house! The entire building demolished. Now the land is used for parking spaces. One thing that still existed was the power houses.

Studios once were like walled cities, with the infrastructure of a small metropolis. They even had their own industrial power houses, which channeled the electric current that juiced up the lights needed to get proper exposure on those slower-speed film stocks from the old days. The giant generators looked like set pieces from an unmade film by David Lynch and H.R. Geiger. I was sure I could use them! I immediately wrote a set piece featuring the iron turbines. The same week I wrote the scene, I was walking in to work and I heard the terrible machine gun thwacking of the jack hammer tearing up the foundation of the power house floor. They had stood for over 80 years! I asked a man from facilities what was happening and he told me they were tearing down the powerhouses so they could sell the copper and iron for scrap. I yelled at the guy, “But they’re are beautiful!” He said, “Huh?” After that, I began to count less and less on studio infrastructure.

Director Julian Fort and Gregory Sims (Danny) confer on the bank vault set of The Midnighters

Part of being a low-budget filmmaker is being a detective: Much work goes into tracking down clues and bits of random information gathered from many scattered sources that eventually lead to the solving of a problem. If the opportunity presented itself, I would talk to crew members and crafts people on all productions. Sometimes people wouldn’t give me the time of day but most often artists, technical and crafts people were generous with information, and many went even further and offered to help. Though a lot of these offers and favors fell through the cracks, when the time actually came some of them came through and saved my ass.

On one such occasion, while I was trying to procure a practical bank for the climax of my film, I happened to ask a woman who was leaving through the Lemon Grove Gate if she knew anyone that dealt with shooting locations. It turned out that she was a location manager and she knew the exact bank that I wanted to shoot in. She even knew the cell phone number of the man who owned the building! I was eventually able to book the location based solely on asking this complete stranger for help.

Of all the breaks that came from working at the studio, the biggest was getting a great deal to shoot on the back lot for one weekend. My supervisors in the Paramount Security Department were very supportive of my filmmaking ambitions and introduced me to the back lot bosses so we could make a deal. During a rental doldrum in the back lot schedule I was able to shoot for two days in the spring.

I love sets and locations with lots of texture and one of the areas I found during my foot by foot canvass of the lot was the Paramount paint shop. Talk about texture! This warehouse-like structure was splattered with the paint of ten thousand sets and props. It didn’t take much at all to turn this practical location into a dingy mob downtown warehouse. With Paul McIlvaine’s lighting it ended up looking so beautiful in the final print and it would have cost us a tiny fortune to build the set from scratch. Throw in some distant rail yard sound effects and you are instantly transported to a dingy Mob Warehouse. Next we were able to shoot on top of the Van Ness Employee Parking Structure with its stunning panoramic view of downtown Los Angeles. These two locations added so much production value to the film I shutter to think of what we would have been stuck with if the Paramount Back Lot didn’t come through for us.

I learned more about myself and life making The Midnighters than I have from all my other experiences combined. I’ve heard the analogy that making a film is like climbing a mountain. That’s accurate—except when you climb a mountain, you do it with two or three people who you trust implicitly with your life. When you make a movie, you do it with 10 to 100 people, many of whom you don’t know and some of whom you should never trust. Still, the climbing analogy holds up because in order to climb a mountain you have to approach it step by step, constantly adapting to your changing environment. MM