Filmmakers are excellent liars. Our greatest lie is how long we tell ourselves a film will take to make. If we knew we’d need to pick-up and move our lives for years at a time, or clock 3,000 hours in an editing bay, would we still proceed? Maybe.

In January 2014, when I first arrived in West Virginia, a mysterious chemical found its way into the drinking water of 300,000 people. I planned for a one month shoot; get in, get out, have the film on VOD platforms by the end of the year. Sound familiar?

My goal was to solve the mystery of the contamination classic “whodunnit” style. I wanted What Lies Upstream to be a genre piece with a narrative structure and characters—Charleston citizens as informants, investigators and villains. But real life doesn’t always fit conveniently into three acts, and characters rarely fit into definitive “good and bad” archetypes (unless you’re making lazy reality TV).

What Lies Upstream director Cullen Hoback. Image courtesy of Hyrax Films

It didn’t help that West Virginia is traditionally a tough political and cultural nut to crack. When you come in with cameras there’s a perceived threat that the resulting story will take jobs away; cameras mean regulations, regulations mean job loss. But the spill created an opportunity—everyone’s water was effected, not just the poor in the hollers. This helped with access, especially with top ranking government officials who are normally kept on a tight leash.

Not to say that we didn’t get our share of harassment. My cinematographer, Vincent Sweeney, who is from Virginia and has a degree of familiarity with filming in Appalachia, was stopped by police plenty of times. We had a number of run-ins with security guards and Homeland Security (apparently if you’re filming a chemical plant with a large camera, you might be a terrorist). Even the CDC’s police force tried to pull our footage when we filmed their facility in Atlanta. To counteract this we printed up official badges. It’s amazing how much an ID photo, some laminate and a string can change a conversation—a documentarian’s holy water.

After half a year of filming, I took a break to create a loosely written 80-page script based on key lines and moments I could remember from the various shoots. Although beating out the story was helpful, particularly with establishing tone, it was also very premature. I knew that I didn’t have a third act. There was no dark turn and no amount of massaging the footage was going to create more plot. I had the wrong structural concept—I learned it wasn’t a matter of who committed the crime, but why it happened.

I should have known better. On my previous film, Terms and Conditions May Apply, I went through a similar process of contraction. If you’re working on an exposé with loads of complex details you start with three acts. They compress into one or two. You don’t know what you don’t know. By the end of 2014 on What Lies Upstream I hadn’t even begun down the rabbit hole of scientific collusion and regulatory capture; issues that would become central to the story.

Because I didn’t know the end of my film I didn’t know what characters were important, or what dialogue would be critical. How could I realistically edit the film? We interviewed 194 people. In my 2014 script I still had a coal miner’s wife as a main character, the local mayor was involved, and I was focused on the company that spilled the chemical as a red herring. All of this would go once I discovered that my story was really about regulators and political malfeasance.

Dr. Rahul Gupta in What Lies Upstream

During the second year of shooting the dark turn was hard to miss. What was a celebration the previous year (Democrats and Republicans coming together to enact water protections) unraveled at a steady pace. Industry-backed lobbyists played their games. I wanted a front row seat. This meant a kind of confrontational journalism that involves sticking cameras in dicey situations where you’re definitely unwanted—secret backroom meetings, for instance. Whenever tensions were high, I’d try to remind myself that whatever emotion I was experiencing would likely translate to the screen. For a political thriller, anxiety and tension are primary tools; if I’m feeling anxious, the audience will likely feel the same.

However, for this emotion to translate, the audience needed a surrogate. It wasn’t until the second year of shooting that I became a character in the film. Despite my initial reticence, this choice opened up all kinds of possibilities: two-person scenes instead of exclusively talking-head interviews, set meet-up points with characters, and really add genre to the cinematography and overall look. It also meant that we had a problem; we filmed for an entire year and I was barely onscreen at all. So we double-backed to locations and injected me into a few of these locations. Some examples included a press conference and a walk-up to someone’s trailer home. Basically, these were pickup shots that were informed by the ongoing edit—maybe editing along the was is virtuous after all.

At the end of year two, and after clocking about 2,200 hours editing (I have a timer on my desktop), I was once again ready to call it a wrap. But there was an itching suspicion that I still didn’t dig deep enough. Was this just a story about fucked up politics in West Virginia? Why would anyone outside of West Virginia want to watch this?

Then Flint happened.

Key whistleblowers and informants changed my entire perspective. Our regulators were failing us! I didn’t think to ask the question: Why is the system meant to protect drinking water in America broken? I didn’t even realize that it was. These new revelations forced me to reconstruct the film from the ground up.

Dr. Marc Edwards in What Lies Upstream

Fortunately, I followed heads of two key regulatory agencies in West Virginia. Their intimate and revealing stories were a microcosm of what was happening nationally with the Environmental Protection Agency (EPA) and Centers for Disease Control (CDC). Drawing this connection suddenly elevated the story and made it relevant to everyone. Heroes became complicated, messy let downs. Villains redeemed themselves.

Recently, I spoke with Werner Herzog about the frustration that comes with this kind of single-mindedness in filmmaking. He told me, “You do one, finish it, move on the the next.” His statement left me a bit off axis. While I believe his philosophy works on a project with more definitive boundaries, if you’re following an evolving story, I don’t think it’s financially or emotionally plausible. I know plenty of documentary filmmakers who have worked on their projects for eight plus years, but rarely is it their full-time job.

If I had to do it over, I would have stepped away from the project for a few months and let my mind process something else. That’s what I’m doing these days. I have three concurrent documentaries in progress, rather than devoting every waking hour to a single unsolvable edit. This way, if a story requires 10 years, there’s less anguish.

If one could predict the third act, and the darkness that tends to come with it, one would be capable of stopping tragedies from happening. In an exposé, the unfortunate reality is that you’re waiting for something bad to happen something you can’t predict. Even the title hints at the process of making this film; the lies we tell ourselves to find a greater truth. What starts as a naive curiosity escalates into an indictment of an entire system. I think the structure of What Lies Upstream captures this struggle to know more. The uncertainty that drives a thriller. This is why the twists and turns are real, the discoveries are authentic, and the discomfort of confrontation can’t be ignored. MM

What Lies Upstream opened in theaters in New York and Los Angeles (visit here and here for theater info) January 12, 2018, courtesy of Hyrax Films, and on VOD/DVD January 15, 2018, courtesy of Gravitas Ventures. Featured image photograph courtesy of Hyrax Films. For more information, visit the film’s website here.