ABOUT THE PRODUCTION

It was a story within a story as Writer/Director Amanda Gusack tried to sleep midway through the 20-day shoot of her
psychological horror film, "In Memorium." After almost two weeks of filming with a full crew in her own house, the
movie was beginning to get to her. At 3:00 A.M., alone in her equipment-filled bedroom, she was terrified.

"There was one night I could've sworn something was in the house with me. Usually, horror movies don't scare me.
That night, I was losing it. We were making a documentary-style film about a filmmaker who was dying. It made
perfect sense that the real filmmaker would bite it during the shoot."

Six months earlier, Gusack was restless. She had been writing screenplays for ten years, and was experiencing a
heavy case of burnout. With 11 scripts under her belt, (ten features and a one-hour pilot), and repeated interest from
several industry execs, none of the scripts had been optioned or sold.

"It's such a hard business. No one believes that when they're starting out. Everyone thinks, 'Statistics don't matter. I'll
beat the odds.' But the truth is, so many talented people will never make it in the industry. And they'll never stop trying.
It's a sobering thought."

Frustrated with the thought of pouring her heart out into another unsold script, Gusack had an idea: Write a
screenplay to take place in her newly purchased house. Write it room for room, exactly as the house was laid out. And
film it.

The result is "In Memorium," a 73-minute psychological horror feature, shot on mini-DV. The movie centers on a
filmmaker diagnosed with terminal cancer who decides to document his illness with motion-triggered security
cameras. But after a few days, the cameras record inexplicable "disturbances" in the house. Almost immediately, he
begins to deteriorate.

The film has already gotten rave reviews from the small handful of people who have seen it.

"We were kind of blown away by the responses we were getting," Gusack says. "We'd shown the film to a few brutally
honest friends while we were editing. They gave us notes about the pacing and characters, all of which we
addressed very seriously.

"Even with the incredible variations on the notes we were getting, everyone who saw it said the same thing:

'It's really scary.'"

When writing the script, Gusack had budget considerations. She was bankrolling the project and, as a result, had to
follow some constraints: First and foremost, the cameras had to stay in the house.

"I wanted to avoid the costs of dealing with multiple locations; Permits, moving the crew and equipment, breaking
down a set, paying for each space…If we stayed in my house, we'd have more time, more money, and less
complications."

Second, the film had to be shot on video, which for Gusack, at least before "In Memorium," was a horrific medium.

"I'm a film person. I love the depth in film. I love the grain, the movement. In video there's a weird lack of fluidity.
People move like they're on a track with sharp corners. It usually takes me out of a story.

"I honestly had no idea how far video had come. I figured we'd shoot this and it would look like video. When we did
the camera tests with the DVX-100, I was simultaneously blown away and mortified. We actually decided to degrade
the footage in post before we even started shooting."

The final rule in writing the script was the trickiest:  The story had to be believable.

"There's no way a dying man would spend two months with a camera in his hand while ghosts haunted his playback
monitor.

"Daniel Myrick and Eduardo Sanchez pulled 'Blair Witch' off because they set it up in a way that was credible. The
characters were looking for the Blair Witch. They were intent on documenting her. And when they found her, they
needed something to distract them from their fear while they were running for their lives. All they could do was
continue filming.

"Handheld wouldn't have worked the same way for 'In Memorium.' Not in one house with two people. It's almost
laughable. I mean, at one point someone would at least put down the camera to pick up a sandwich."

"The Blair Witch Project" was a big influence in decisions that were made at the writing stage.

"That film was brilliant and effective in so many ways. It created a documentary-style world with a very inexpensive
medium. It did all of this with handheld video and no music. And it was completely terrifying."

Because of her admiration of the film, Gusack was very careful not to mimic it in any way--story, style, or otherwise. "I
had to be aware, but at the same time, I wanted to utilize certain elements that made 'Blair Witch' work. I wanted the
audience to wonder--at least on a subconscious level, 'Did this actually happen?'"

To create a unique and convincing style, Gusack decided that the documentary she was scripting would be shot
through the fictional lenses of security cameras.  

"If the cameras were mounted, the characters would never have to pick them up. That simultaneously solved the
problem of motive and location."

The idea of shooting through security cameras did an even more important thing:

It made the story scarier.

"Every time we see a movie, we're trapped by the camera's eye. It's literally our window to whatever we're looking at.

"To watch a movie through still cameras…to have your vision cropped peripherally, it's very unsettling. Add the sound
you're hearing beyond those cameras and you feel like a kid in a dark bedroom."

But with the advantages, came problems. Most importantly: What would be shown, and how?

"You can't point the camera when you can't move it. You have to design the entire layout of the shots, at least in
concept, while you're writing the script. At one point I wanted to have Lily unearth something in the garden. And then
I'm thinking, "How the hell are we gone see it?"

"Eventually, as I was writing, I figured out that we had to bring the scare to the shot, and not the other way around.
There's this scene I love (shot beautifully by Cinematographer Mike Testin) where blood fills up the bathroom sink,
just in the corner of the frame.

"Originally there was a wide reverse which reveals the entire bathroom: Sink, blood, leaves, bottles...Ultimately we
didn't use it, because the moment was much more effective when we were seeing less."

When the script was finished, Gusack asked longtime friend Lydia Cedrone if she wanted to produce it. Gusack had
met Lydia in 1995 when she interned for Cedrone at Trimark Pictures, and Cedrone had given Amanda a place to
stay when Gusack moved to LA in '97.

"Lydia has been a wonderful friend to me for so many years. From a business standpoint, she's incredible. I'd trust
her with my soul. There aren't a lot of people who are wonderful, honest, have an incredible work ethic, and will do
absolutely everything to get a project finished and sold."

Cedrone had been developing film projects for the year previous, during which time she'd formed a partnership with
producer Meredith Freeman. They had several writers they were working with, but nothing ready to go.

"Lydia had been telling me wonderful things about Meredith before I'd even thought of the idea for "In Memorium." I
didn't have to meet Meredith to know that she'd be an incredible asset to this project.

Pre-production began in August of 2004, where Gusack, Cedrone, and Freeman began having weekly lunch
meetings at the Silver Spoon in West Hollywood.

"We plotted out the schedule, began casting and looking for crew. At the same time, Lydia and Meredith were giving
me development notes on the script. Their ideas were fantastic; So much stuff I never would have thought of. They
added such dimension to the story.

"We all have different sensibilities and personalities. Lydia never leaves paperwork face-up in a car. I don't trust most
people, and Meredith always sheds light on another viewpoint. So when the three of us agree, it's pretty much a no-
brainer."

Hiring the crew was difficult. The pay was shamefully low, Gusack admits. But she and the producers did everything
they could to put together a group that was excited to be a part of the project.

'We chose people as if we had an unlimited budget, but we let them know how little we had. We wanted to find new
talents with great personalities that would put as much of themselves into the project as we would."

The result of the intensive interviews was a stellar crew that blew away producers and cast.

"I'm still kind of shaking my head in disbelief at the talent we had. Mike Testin's DP reel had me clutching my arm for
a pulse. I literally had to put my tongue back in my mouth after I saw it. I was sitting there thinking, 'Is this guy for real?'

Everyone in crew was there for the film. Everyone worked their butts off. And everyone was mind-blowingly talented."

Casting was done through Breakdown Services, a vendor which brings actors, managers, and talent directly to
producers, via online submissions.

Cedrone, Freeman, and Gusack received almost 3000 headshots and slimmed down the number to about 100.

Johanna Watts, Erik McDowell, Levi Powell, and Mary Portser were picked from the huge stack of submissions and
seven casting sessions over the next few months.

"They're all great actors, fantastic with direction, and they all have great ideas. They bring such depth to each of their
characters, far beyond what's in the script."

During the first week of shooting, Jeff Rubin, the editor at the time, began creating FX with pre-filmed shots. Gusack
also asked him to begin the assembly as they were shooting.

"Because of the still cameras, we were crossing the line of action everywhere. There was absolutely no way to avoid
it. I wanted to make sure we weren't inadvertently shooting an experimental film with no comprehensible plot.

Gusack had ten years of writing experience, but far less directing experience. She'd shot several projects at
Hampshire College, where she'd received her B.A., as well as a short, entitled "The Anniversary," which screened at
Dances with Films, Stonybrook, and The Palm Springs International Shorts Fest.

Despite her previous works, when it came to some of the "rules" of filmmaking, she wasn't as sure of herself.  

"Whether a narrative film can be followed is so much more important than how pretty it looks. If the audience has no
idea what's going on in a story, the moonlit cigarette filmed from inside the toilet isn't going to do anything for them."

After the first week of shooting, Gusack sat down with Rubin to watch an assembly of the first week's scenes. She
had mixed feelings. The narrative style worked well and made sense. However, the small amount of setups they had
time for made certain elements look staged.

"Some of it was too composed. It felt artificial, which, in another premise would've been fine. In this case, we were
working so hard to create a supposed reality, that some of the shots were just too neat. Luckily, the scenes that had
been filmed were scattered throughout the movie, so they were all useable."

In the two weeks following, Gusack made sure to shoot from cameras with more irregular angles, which included
actors out of frames and odd compositions. The new shots, intercut with the more traditional setups, worked well to
coordinate a more fluid sense of reality.

The shoot was finished on December 20, 2004. Afterward, Gusack left Rubin alone to finish the assembly.

When she saw the rough cut, in early January, she was spellbound.

"Even though I was telling everyone that this would work--still cameras, no music, one location--part of me was
always wondering, 'What if this sucks?' When I watched the rough cut, I just sat there, thinking. "Oh my God…'"

A round of producer and director notes were assembled--20 pages in total. Soon after, the editor quit.

"He set us up nicely with the first cut, but other obligations made it impossible for him to finish. He's probably glad in
retrospect, because we got so much useable feedback on the film, he would've been working until August.

Five months later, after several rounds of notes and changes, the picture was locked with stellar reviews from peers.
Gusack, Freeman, and Cedrone went to work to find a sound designer.

"For four weeks, I called every single sound facility in the Mandy Directory. I'd set up a week's worth of interviews, hire
someone, and then something unexpected would happen and they'd pull out before we could start.

"Sound is so crucial in this film. So subliminal. I needed someone who thought like a writer; Someone who could
foreshadow and build elements over entire story, rather than just focus on individual moments.

After hiring and losing two designers, Gusack phoned a small facility in Los Angeles, called Scorpio Sound. When
she spoke with the owner, Gregory Hainer, she liked him instantly.

"He had a sense of humor, of duality, and a seamless sense of story. He loved the film and gave me his thoughts on
the sound and how it should arc. And I was just like, 'We gotta have him.'"

Hainer put together a sound design between other projects, mostly working nights to meet Gusack's deadline. The
result blew her away.

"I wanted all the sound to be diagetic, from the house. Greg designed the sound as if it was a score. He put in trains,
cars…in moments you would otherwise hear musical cues. It creates such a sense of uneasiness in such a subtle
way. I think it brings the film up about eight levels."

Gusack is in the process of submitting the project to festivals worldwide, and has her sights set on theatrical
distribution.

"I know this film is scary. I know it's compelling. And I know it has the potential to make a distributor very happy at the
box office. We just want to find a company who's as excited about 'In Memorium' as we are."

Gusack smiles. "Hopefully I'll be able to sell a script after it's all over."