In Our Opinion


By • Dec 13th, 2009 •

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Here’s a little overview about our making of H.G.WELLS’ THE FIRST MEN IN THE MOON in 3-D. This is not to be confused with the very recently announced BBC 4 version of Wells’ tale in standard 2-D reportedly still being filmed and coming out as quickly as late spring or summer of 2010. Our H.G.WELLS’ THE FIRST MEN IN THE MOON in 3D is just completed after more than two years from inception to finish. Why would I tell the following tale before distribution even commences? Because this magazine’s owner and editor, Roy Frumkes, asked me to, quite frankly, and as he’s one of my former teachers from long ago at the School of Visual Arts, a now long-time friend and quite plainly one of the nicest and most talented guys in the motion picture business, I simply cannot refuse. Who could?

My own tasks on FIRST MEN were screenplay adaptation, co-producing, direction and handling both the art direction and visual effects. One person doing so much is nothing new even for larger-budgeted pictures, but it requires a true love of both the medium and genre to get through it on a somewhat modest budget considering the very elaborate material presented in Wells’ Victorian novel.

FIRST MEN got off the ground when the executive producer, who I knew from another film, called me entirely out of the blue and said, right out of the box, “I wanna make a movie with you,” in exactly those words. Once I realized that this lightning-bolt offer was legit, we quickly and painlessly agreed on terms, including the idea that the film – whatever it would be – should be made based on pre-existing family-friendly material. A couple of weeks later we agreed on the story, and then we got cracking in earnest.
THE FIRST MEN IN THE MOON has always been in my mind the best narrative in the Wells’ cannon.

Fascinating stories like “The Time Machine” are staggering in their mental imagery, but are somewhat the literary equivalent of “special effects movies on paper”, in which the concept and mental images take precedence over a solid story structure. Not so with FIRST MEN. The story concerns the recollections of an aging Mr. Bedford who recounts his adventure with an archetypical eccentric scientist, Mr. Cavor, in 1895, who, thanks to his anti-gravity paint, allows the two men to embark in a glass and metal sphere on the first sojourn to our nearest neighbor in space which is filled in the book with a society of ant-men-like creatures called Selenites, giant slug-like mooncalves, and a plethora of fantastic scenes and moments, all built around a solid adventure structure with good character arcs. It should be noted that the characters’ first names are never mentioned in the book. While, “Hey, Cavor” is considered potentially rude in the US, it’s been a common way of speaking in the UK, especially in Wells’ day, and so therefore we stuck to the book even in that, and it does lend an authenticity that helps to balance the more fanciful elements.

A Mooncalf: a gigantic invention from Wells' gigantic imagination.

The one story problem for the adaptation was that some of the science contained in the novel, especially the notion of there being a thin atmosphere on the moon, was so at variance with current science that suspending audience disbelief seemed almost insurmountable. Until, that is, we hit on an idea for a story wrap-around: in 1945, the aging Bedford, reading of the atomic explosion of Hiroshima, recounts his secret tale on paper at last, for he fears that just as the Selenites had destroyed the moon through war (in the novel) leading to a barren, airless world (*as we know it today), so, too, could mankind do the same to earth. At that point, with a little of the disbelief shaved away, we could then stick unerringly to the Wells book, outdated science and all, if we played our cards right. That hurdle being done, it was simply a matter of producing the film itself on a TV movie budget – at best.


The casting was straightforward except for the problematic role of eccentric scientist, Mr. Cavor. Veteran character actor Bob Cummins was both known to me and ultimately fit the part well. Indeed, he looks like he could even be related to Wells himself, which I took “as a sign” once that fact was discovered after shooting started. We were lucky to have him; he gives a nuanced and credible performance full of gentle humor, sympathy and occasional pathos in what otherwise could have easily been a cartoon character as written in the book.


As was true throughout the film, some good fortune was had in the location department, as well. The reality of doing a period piece is that you can’t just gather up some antiques in an old house, do some mattes, and expect people to really feel an 18th century environment, even a rural one. Such productions almost all look like what they are: pretty collections of antiques shot a year or two prior. On a suggestion, we scoped out a place in Western New Jersey called Waterloo Village (the scenes shot there are not to be confused with the wrap-around “old Bedford” mansion scenes which open and close the film, that were shot on the stunning (President) Lincoln family home estate “Hildene” in southwestern Vermont).

Waterloo Village is a maintained – not simply “restored” – English-style town from the1850’s with everything kept as it was back then, in immaculate condition. Generally, the exteriors at Waterloo were open to negotiation for filmmakers but interiors were essentially off limits because of the very delicate nature of the furniture and original rugs and tapestries. Amazingly, however, the gentleman who ran the operation turned out to be a science fiction and fantasy film buff, and flipped when he found out that we were doing THE FIRST MEN IN THE MOON, and so FIRST MEN’s first 20 minutes, through delicate tip-toeing through the interiors on the part of the crew, is filled with both exteriors and interiors which are almost a celebration of the simple, elegant authenticity of the time. No art director could hope to match it with conventional means.

Travelling Weightless


Very simple: an absolutely gigantic disused limestone quarry which seemed to reach in every direction forever – one of the largest anywhere, we were told – with white and yellow-white rock serving very nicely for an otherworldly place when combined with stronger fantasy landscape elements added in post production. Be forewarned about using limestone quarries, however: in the bright sunlight limestone quarries are both blindingly bright and impossibly hot, leaving everyone continually dry and exhausted, and the dust will follow you around for years. It does, however, look terrific.


Naturally, this environment in which most of the story takes place (The First Men In The Moon) was the biggest concern. Phony cave sets with rock outcrops emerging from smooth floors is simply unacceptable. We investigated several actual large cave locations but none would do the trick because they simply looked like earth caves, not moon caves. Natural earth caves with interesting formations invariably look smooth, and sometimes wet, and always dark, while for us the moon caves needed to seem crusty and chalk-dry and much lighter in tone so the film would have a spatial sense the audience could understand for some of the complex action. Ultimately, we chose the route we really knew we were originally headed anyway: a very large warehouse with large sets and green-screen combinations, and very careful advance planning (a conventional studio would be much too delicate for the very rough and gritty environment we intended to create, as well as in all likelihood nowhere near large enough).

At this point I suppose it needs to be said what my background is to justify all this. As the now-clichéd story so often goes with genre filmmakers, I was enamored of the science fiction and fantasy films of Harryhausen and Pal since childhood, and the genre films from Universal from the 30’s through the 50’s many of us grew up watching on TV (one would be hard-pressed to argue, for example, that TARANTULA is not the GONE WITH THE WIND of giant spider movies.) Eventually this led professionally to design, special effects, and stop motion. Between animation and FX assignments I found myself doing quite a lot of design, illustration and ultimately a very great deal of storyboard work including much for some of Madison Avenue’s largest Ad Agencies and animated TV programs – you get the picture.

My feeling was – and is – that this particular film needed to be visually straightforward and the storyboards loose. Straightforward because animated/special effects creature scenes and overtly artsy camera work can prove to be an aesthetic jumble, though we still wound up with crane, trucking and high and low angles aplenty just to be able to tell the story coherently and in an interesting way. Loose storyboards because when composition, perspective and physical reality converge, what feels right drawn lovingly on paper sometimes misses the mark in terms of visual flavor when put before the camera, and that can be everything. And it’s a good thing the storyboards were loose, too, because improvisation often proved imperative, such as when rigs for weightless scenes proved obvious on the screen and we wound up filming the actors occasionally sideways with mechanical rigs which changed the composition requirements drastically (weightless green-screening of actors in close confines would simply have felt phony, as it always does, no matter how good the technology).


This is a good time to mention one of the unsung heroes of the film, Associate Producer Gregg Jacobis, who simply would not take no from fate as an answer. For instance, one time when a necessary prop broke and couldn’t be repaired and we were planning on having to change direction, costing us a day’s shooting, Gregg said, “Give me one hour” and took some raw Styrofoam from a corner and an assistant and in an hour re-emerged with a near-perfect copy, painted and ready to go. You cannot tell the difference on-screen. You simply can’t hope to hire someone like that by design – it’s just dumb luck.

Not all the luck was with us, however. A development had occurred between the time we procured the warehouse to when we started filming and was truly impossible to predict: along the eaves, very far up away from everyone, where the warehouse opened to allow venting (this place was very big), with the advent of warm weather, untold numbers of birds had built nests and very noisy families by the score. On the first day of warehouse shooting we realized that the endless echoing noise of the birds was going to make it impossible to record any dialogue, and we all agreed that post-syncing delicate performances on that scale would make no sense. We hired animal-friendly pest control people, but they may have been too friendly, because their efforts did nothing to eliminate the birds. So we simply did the only thing we could: we shot at night, arriving at around 7 pm and prepping and so forth until the birds went to sleep around 8:30 pm, and shot until they awoke between 4:30 and 5:00 AM. Bear in mind the sets were built and everything arranged; to change locations at that point would have been a disaster to the budget. And while shooting overnights is nothing new, it was new to me and I have to say that the sense of concentration knowing that nothing else was going on in the world outside really did help the production. If nothing else, not a single cell phone rang on-set, ever: a miracle by any standard.

There was good luck in the warehouse, too, however, on a par of unlikelihood similar to that which we had had with Waterloo: The warehouse was utilized for long-term storage by three other businesses in smaller, lesser areas, and with their eager enthusiasm the production wound up with – for free – a plethora of antiques (used for the observatory set); enormous, 2-story scaffoldings on wheels with stairwells that, once we began to use them, became invaluable for anything requiring getting to awkward heights quickly with light or camera; and, amazingly, an outfit that used an off-section to store hundreds of garden steppingstones of endless size and shape that they manufactured. These latter people volunteered the use of as many of the hundreds of stones as we needed to vary and make more credible and craggy some areas of our cave flooring, an otherwise prohibitively costly option for just about anyone, and the additional cave flooring worked beautifully. One has to wonder: what are the chances that all three outfits would be storing such equipment and material under our same roof at the same time as we had scheduled use of the majority of the place? You decide.

Amazingly, the film came in very slightly under its original budget, the biggest miracle of all.


A good hour and fifteen minutes of H.G.WELLS’ THE FIRST MEN IN THE MOON in 3-D consists of special effects. We were determined to tell Wells’ story more or less as written, something never done before, including the weightless state, always, while traveling in space in the sphere. Wells was not writing with a budget in mind, so the scope and complexity of the tale to be told was an interesting challenge.

The concept of shooting on cave sets presented an interesting problem dynamically. The good news is that such sets are always re-used (or risk bursting any budget, particularly ours.) The bad news is that sets that can be re-used with modification tend to have a sameness by their design nature that not only makes for dull extended viewing for the audience, but additionally for this production particularly some of the complex blocking of the action needed to be crystal clear for the viewers – not always what one can expect from the sameness of generic cave sets. There were three solutions, eventually, usually used all at once: the endless interplay of shadows (making it a little “arty” after all); bold areas, often miniature or CGI, as visual anchor points; and most importantly, very precise and linear colored lighting schemes which stretched seamlessly from live action to CGI and/or miniature. This last part was the most important, so on things like the scene in which the Selenites descend on Bedford and a hectic swordfight ensues, or Cavor and Bedford weave their way through the caves being chased, we could cut loose with the camera a bit and the broad color areas and directions would keep the audience orientation firmly anchored so that annoying visual confusion didn’t erupt.

Cavor and Bedford watch the impossible - again.

The Grand Lunar

Naturally, films like this require a great deal of rehearsal on the part of the actors so the creatures can be put in seamlessly after the fact. The mention of a swordfight is certain to raise comparisons with Harryhausen’s films, but the narrative forced us to take a very different approach: Harryhausen’s films are piled with swashbuckling heroes, but our Mr. Bedford, while physically fit, is no hero, so “swashbuckling moments” were sparse and we kept more to hectic, point-of-view shots. On retrospect, I have to admit a possible weakness there, because the swashbuckling shots came out quite well, and Bedford still does not play like a hero. We might have been able to sneak in a couple more after all. Live and learn.

Actors often remark about the difficulty of “playing to nothing”, as the FX are added later. Determined to give the actors a hook on which to hang their performances to the creatures, Styrofoam cut-outs with carefully illustrated features were placed in their sight-lines and occasionally within frame, and matted out later. It also helps to sell the CGI creatures as being in the scene when the actor’s sight-lines match up perfectly. Additionally, actors off-screen performed the creature voice parts for the actors instead of us just arranging for them to be “read” by a script person, to further sharpen the performances on-screen (having actors on-screen react to a reading off-screen and not a full performance, which is common in production, has never made sense if one values the effect of good performances).

Rest assured just about every trick in the book was needed and used, some old, some new, including CGI creatures, practical effects such as steam and fog and smoke, green-screen, miniatures, forced perspective, and a few tricks we’re keeping up our sleeves for now; suffice to say that a few shots should hopefully raise eyebrows among FX aficionados when they least expect it (some of the integration of the creatures with the live action is very integrated, indeed, even in the current CGI age).


Choosing to go this route was essentially a no-brainer, but on this aspect I don’t know what to add that isn’t already known. 2 cameras in reality, 2 virtual cameras in the computer. Care did need to be taken during many of the human-Selenite interactions (with the animated Selenites added later), because while to the 2-D eye of the normal camera distance is not an issue (indeed, forced perspective capitalizes on this fact), it is very much an issue in 3-D, so if you have animated Selenites sword fighting with Bedford for example, it’s critical that Bedford and the creatures appear not only in close interaction in all other respects, but existent in the same physical plane along the z axis (in line with the camera) in 3-D, as well. Likewise, scale of environments needs to be carefully considered, because 3-D just gives it all away when it isn’t right.

3-D EXAMPLE (selenites) - Click to enlarge photo

As a director, I found very few instances where I did anything different directorially in 3-D than I would have done in 2-D. A good image composition is a good image composition, and invariably this means foreground and background. As far as POV shots of Selenites swinging swords at the camera or the mooncalf snapping at the audience and the like, these are shots that simply would have been done anyway regardless of being in 2-D or 3-D. Is there a lesson, here? I don’t know, except that a good 3-D film is almost certainly simply a good 2-D film, only in 3-D.

Personally, it’s difficult for me to not want to do everything in 3-D now. It’s more than a novelty for me, after this experience, it’s a natural extension of the cinematic narrative process, and easy to love for that reason.


No discussion of THE FIRST MEN IN THE MOON IN 3-D would be complete without enthusiastic kudos to our composer Daniel Godsil, whose love of the greats – Herrmann, Goldsmith, Williams and Copland – speaks for itself in his work. He is capable of wildly exciting orchestrations of the strange and beautifully composed and orchestrated sensitive melodies when the scenes demand it. Chosen from an open call in every venue we could find for an orchestral composer who could actually deliver what a film of this type, with it’s lofty aesthetic aims demanded, he was chosen immediately after already culling through over 300 respondents. Even some of the better-experienced composers whose work you may hear often on TV didn’t cut it. Daniel, trained among other places in Vienna as a composer/conductor, with his own symphonic works performed before large audiences and conducted by him, did, and we’re looking forward to working with him often. (You can hear his work loud and clear on the trailer)


It was always our intention in FIRST MEN to revisit those films of days gone by, but not cheaply. The spirit – the essence – of those films is what we wanted to capture without doing a camp send-up or weak imitation. There was simply a different style of storytelling in those days: it was clear, it was direct, both visually and in story structure… murky did not equal ambiguous and ambiguous did not equal sophisticated. Suspense was sought, crafted and maintained through a combination of character development, carefully explained circumstances and adroit camera handling, not attempted as it seems to be as of late through a series of expectations for the next moment that “pushes the envelope”.

This isn’t just my view; I find it said by film fans of all ages. As this magazine’s editor, who immerses himself a couple of days a week in the classroom as a teacher can attest, more excitement is generated among his students by the older than the new. Chalk it up to retro-novelty if you will, but there is no question in my mind that it goes deeper than that. The immutable fact is that back in the day they just made better films on average, and that can be attributed to any number of things, some formulated, some instinctive. For FIRST MEN this director simply chose to go instinctive in that direction. It’s up to you as to whether we succeeded. I will relate this though: One person not directly associated with the film saw a rough cut of the landing scene and, much to our amazement, she seemed to instinctively confirm what we sought for the film and gave the scene the best compliment we could hope for from someone not in the film business: “It reminds me of the great movies we grew up watching on television as kids, only with modern special effects.”

From this director’s perspective, if most people agree with her, then we’ve succeeded as much as we could have ever dared hope.

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10 Responses »

  1. Great, but you forgot one thing…

    When will it be out? Is this going to be a Theatrical release or on TV?
    Broadcast or Satellite/Cable?

    Looking forward to it:)

    P. Edward Murray
    Discoverer of The Basketball Player in The Moon

  2. This looks terrific, actually. I like the behind the scenes stories, too. The website and Face book page for the film seem to suggest that it’s made for tv and dvd, but it would be better to know for sure. As an H.G. Wells fan I’m thankful that the film makers seem to have done one of his novels faithfully. I’ll probably stick to the 2d version, but the special effects and animation don’t have the usual computery look. It has an unusual style that that’s very cool. I would also like to know the release date. Except for that, this looks great.

  3. This new version of “First Men” looks like a lot of fun. I would definitely give this one a spin in my DVD player, and I would even don the goofy red and blue glasses.

    I always liked the H.G. Wells book. And I’m tired of self-consciously “edgy” and “dark” movies that “reimagine” the classics to make them as off-putting as possible. Sticking close to the original story and style seems like the right way to go.

    I hope to be able to add this one to my Netflix queue soon.

  4. […] arm of the oldest film journal in the US, and look up “H.G. Wells Gets the 3-D Treatment” [link]. And thank you for your […]

  5. Form follows function. The book is Victorian, the film is retro and classical in the style.



  6. Why is there a reluctance to let people know in the UK when it will be released over here,
    probably to do with marketing, but even the year would be nice.

  7. In an era when quality family entertainment is in increasing demand, and Hollywood fails us repeatedly, it is refreshing to see an FX film that families will enjoy. From what I can see of the quality and proficiency demonstrated in the trailer, I expect more than only SF fans to be pleased and surprised by not only the special effects, but the style and power of the storytelling as well.

    Also, as an amateur musician, I have to say… wow! How often in independent films do you hear action/adventure orchestration like this? The master of such venues, Jerry Goldsmith – bless his spirit – would be pleased!

    Well-written analysis, and thanks for the behind-the-scenes details!

  8. I’m with Saurapod on this one-staying close to the period details and intent with Wells is the right way to go.

  9. Hello’

    I would like to know when this version of the first men in the moon 3D will be released on dvd and will it also be released here in the U.S because I didnt get a chance to see this film looks good from the trailers that I have seen .Also there’s also a great many H.G .Wells fans here in the U.S. as well.

  10. Hi to all you h g wells in the moon fans..I have been looking at this site mainly.. For my sudden intrest in a ..what I believe to be a rare book of mattes and the original scipt with mattes alongside of the 1964 film ..first man in the moon.. These would I guess used on the set when making the film..I think these are a one off and maybe rare,,if you are interested in viewing some of the images .i am happy to amail them to you email address Tel ..07790172822′. Please get in touch nobby Clarke ..u.k.

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