When Louis Pepe and Keith Fulton arrived on the set of Terry Gilliam’s The Man Who Killed Don Quixote, they intended to make a "behind-the-scenes" DVD bonus feature. But when Gilliam’s production collapsed before their eyes, they wound up with the footage to create their own terrifying and engrossing doc, Lost in La Mancha. Travis Crawford reports.

There are some documentary films that achieve distinction through the filmmakers’ intelligence and personal vision, and then there are those films that arrive at greatness through a sheer triumph of timing: the documentarians were lucky enough to be running the camera when their subjects weren’t so lucky, and suddenly an initially innocuous film chronicle (like Gimme Shelter, for example) becomes a compelling document of disaster. Louis Pepe and Keith Fulton’s new documentary, Lost in La Mancha – a darkly comic and grueling account of the (un)making of director Terry Gilliam’s aborted Don Quixote dream project – resides in this latter category, though Pepe and Fulton (like the Maysles brothers at Altamont) were also gifted enough to use their fortuity to craft an engrossing documentary that also illuminates broader filmmaking issues.

If Gilliam’s project had been successfully completed, then Pepe and Fulton’s "making-of" film would have likely gone the route of a DVD bonus feature (which is where The Hamster Factor, the duo’s 1996 feature documentary on the production of Gilliam’s 12 Monkeys, can be currently found). But through a series of unforeseen circumstances, Lost in La Mancha evolved into a fascinating portrait of an artist in crisis.

Lost in La Mancha documents the progress of Gilliam’s film The Man Who Killed Don Quixote from chaotic preproduction to its eventual abandonment. An entirely European-financed $32 million fantasy with Johnny Depp as a modern-day advertising executive who travels back to the 17th century and encounters Don Quixote (Jean Rochefort), Quixote had been a long-cherished project for Gilliam, one which he had attempted to finance for years prior to the film’s eventual 2000 production. Another in the Gilliam pantheon of spectacularly whimsical fantasies built around eccentric dreamers (Brazil, The Adventures of Baron Munchausen, et al), Quixote was also an unusually ambitious and expensive project for its European financiers, and the disparity between Gilliam’s Hollywood studio—sized goals and his Euro collaborators’ small-scale methods of production created a disharmonious preproduction period in Spain, with absent actors, unsuitable set construction and an array of other problems that Gilliam and company assumed would be resolved once shooting commenced.

They couldn’t have been more mistaken, and Pepe and Fulton’s film surveys Quixote’s disastrous inaugural week of production with the unblinking eye of a particularly discomforting horror movie. As the d.p. later remarks, everything that could possibly go wrong on the set of a film manages to happen simultaneously as Gilliam’s film begins shooting. After overhead jet noise renders recorded dialogue worthless and temperamental horses and unrehearsed extras are unable to comply with the director’s staging, a torrential downpour of biblical proportions suddenly turns the crew’s stark desert location into a mud slide, sweeping away the equipment. Events worsen when Rochefort becomes ill and incapable of performing, and soon the entire production is halted, with various forces debating over who has to pick up the tab.

The individual obstacles confronting Gilliam and Quixote are not uncommon in production, but their cumulative impact soon becomes debilitating, and it is to Pepe and Fulton’s credit that they convey the avalanche of catastrophes with a clarity and precision that render the events discernible to casual viewers. (Though those who’ve toiled on actual film shoots will likely find the film doubly distressing.) Supplementing their behind-the-scenes footage with narration by Gilliam’s Fisher King—star Jeff Bridges, animated storyboards, screen tests and the few successfully filmed moments of the actual shoot, Pepe and Fulton have constructed a compelling feature from the ashes of Quixote, a nonfiction film that subtly comments on the differences between American and European methods of filmmaking while also drawing affectionate analogies between Gilliam and his Don Quixote protagonist.

FILMMAKER: What made you decide to focus on documentaries about filmmaking?

Keith Fulton: A cruel twist of fate. The only reason we chose getting into media about media was because of the first project with Terry, so it was accidental in that sense. But both of us were interested in documentary filmmaking when we were at Temple [University], and given that movies about movies are such a weak genre, it was not so difficult to imagine something standing out in that genre, because most of that stuff is just advertising.

Louis Pepe: Also, because we’re filmmakers who want to do both documentary and fiction filmmaking, the opportunity to scrutinize the filmmaking process while [making] a documentary is a great opportunity. We get to make our own film while watching a seasoned veteran like Terry Gilliam.

Jean Rochefort and Terry Gilliam in Lost in La Mancha. PHOTO: FRANÇOIS DUHAMEL.

FILMMAKER: Were there any previous documentaries about filmmaking that were inspirational to the two of you?

FULTON: I think the Les Blank documentary on Fitzcarraldo, Burden of Dreams, stands out the most. I’m not a huge Hearts of Darkness: A Filmmaker’s Apocalypse fan, because I think that’s one of those films that romanticizes the filmmaking process in the guise of looking under the skin of it – it just reinforces the idea of the filmmaker as crazed genius.

PEPE: There’s also a film called Observations Under the Volcano by Christian Blackwood, which was done on the set of John Huston’s Under the Volcano. It’s an older-school documentary, and you get to really experience what it’s like to be on the set and listen to Huston talk about filmmaking. There’s another documentary called I’m Almost Not Crazy, about Cassavetes making Love Streams. Both are more inspirational in terms of getting to listen to these two filmmakers talk about what they do.

FILMMAKER: On either Hamster Factor or Lost in La Mancha, were there hazards specific to documentaries about filmmaking that you sought to avoid? Perhaps examples of this subgenre that you wanted to make sure your films didn’t imitate?

FULTON: Probably our greatest virtue doing Hamster Factor was that Lou and I were naïve, and we didn’t know that much about the film industry. Our naïveté on that project helped us make something that didn’t smack of a publicity piece. I think that was why there was so much never-before-seen stuff in that film. We routinely had people tell us, "Nobody wants to see what goes on in a marketing meeting." We had a slightly more violent reaction when we tried to get into test screenings – the producer of 12 Monkeys actually wrested the tapes from our hands after the test screening was over. It took us a long time to get them back.

PEPE: The initial response (on the 12 Monkeys set) was – because this was a big Hollywood film with big Hollywood stars – "Stay away from the celebrities." If you were making an EPK behind-the-scenes film, you would have no project if you didn’t have access to the celebrities, but we just decided to hang out with the editor, the production designer, the woman who was doing the budget, the prop guys –

FULTON: – Which was ultimately more interesting. But career-wise, Lou and I did work for a couple years after Hamster Factor doing EPK work on many movies, and it was really kind of a deflating experience. Nobody wanted us to look at the things we were interested in. They would hire us because we made Hamster Factor, but they didn’t want anything like that. They wanted peppy sound bites from actors, and we delivered those things, but it became a serious drag.

FILMMAKER: How do the two of you function as co-directors? What is the breakdown of responsibilities during the shooting process?

FULTON: On La Mancha, Lou did all of the shooting. We both did shooting on Hamster Factor, probably about equally. On La Mancha, we were working with a much smaller camera [the Sony PD-150] that I didn’t like to shoot with. I can only hold the big ones that you can steady on your shoulders, but Lou is very good with the tiny cameras. And I do more of the field-producing stuff – going around and arranging interviews, finding out what’s going on – personal interaction things.

PEPE: I’m the timid but patient one, and Keith is the aggressive but impatient one. He would do all the smooth talking to get me into the room, then kick my ass into the room for me to sit and shoot for three hours just to get that 30-second interchange that would be the crucial scene. When we were on the set outside of these confined offices, it was more of a jointly directed shoot. We had a walkie-talkie system, and I would shoot and Keith would basically direct me: "OK, now quickly turn around and get those guys tying the tarps down on the equipment. Now zoom in and get a close-up of this."

FILMMAKER: How did you go about assembling the footage on La Mancha and telling the story through the editing process?

FULTON: That was sheer hell. We started with 80 hours of footage when we got back from Madrid, and Lou and I sat down for a solid two weeks and watched every stitch of it, taking notes and trying to determine if we had the material to sustain a feature-length piece. We weren’t expecting Terry’s film to fall apart. We expected to ride the coattails of Terry’s film, which would have a much bigger publicity machine behind it, but now our film had to stand on its own. We realized we had enough really powerful footage to make a feature, so we went back to our investors and told them we needed more time to make a feature, and they were cooperative. Then we hired an editor and worked for eight months.

PEPE: Our editor, Jacob Bricca, told us that the first step was to write a list of what we think are the top 10 scenes of the film. Then write a list of the second top 10, so that you end up with your top 20 scenes. Don’t look at your logs; just go from memory – and that’s your strongest footage. The documentary editing process is a lot like writing the script of a fiction film, except you only have material that you gathered in reality. But you have to think about it the way you would think about making a fiction film: Who is my main character, who are my secondary characters, what is the strongest emotional scene that I recorded and how do I build up story strands to get me to that climax?

FULTON: On Hamster Factor, we took the easy route with structure and broke everything down into chapters that had titles. With Lost in La Mancha, we decided to go for a real three-act dramatic structure. We had a huge problem with trying to accept what people would know about this film before they saw it. We used to start the film with montages of the disasters to come and heavy-handed suggestions about seeing a film about a film that doesn’t exist. But nobody liked this rough cut because it didn’t do the job of getting you into the head of Terry Gilliam, getting you into the feeling that maybe this film could happen. We reworked the first half-hour of the film at least 10 times. The six days of [Quixote] production that are counted in the film made up act two, but it was the first act and the last act that we put the most effort into, because they were the hardest to structure.

PEPE: In the editing process, we had started talking about Shakespearean tragedy. Audiences come into Romeo and Juliet knowing that the lovers are going to die at the end, and most people will know that Terry’s film doesn’t exist. So the question then becomes: How do you get your audience to forget that they know Terry’s film has failed? The other film we would discuss as a model was Fellini’s 8 1/2, which is a favorite film of Terry’s and ours. In an interesting way, it’s the same story – a filmmaker who has visions in his head and is trying to get the film made, but it ends with him having to let go of it. So you think about a lot of fictional narrative structures that people are familiar with, and then you try to massage this reality-based material into something that plays out on those types of dramatic lines.

FILMMAKER: Quixote’s preproduction period is shown in your film to be very chaotic, but that’s true for preproduction on most shoots. At the time, did you think it was anything out of the ordinary?

PEPE: No, although part of that was our naïveté and lack of exposure to big-scale film productions. But from our perspective, it was inconceivable to think of a large-scale film production faltering in that way. And it all seemed like the standard preproduction stuff – even on a student film, you learn that preproduction is a process of x number of steps forward, and y number of steps back, and hopefully x is greater than y. Even though things are falling through, you’re still making progress. There were things that were frustrating, but you never think of each of those individual things as contributing to the collapse of the entire project.

FILMMAKER: When did you begin to become aware that things had gone seriously awry with the film?

FULTON: Up to the very last moment in Madrid, we thought that there was some likelihood that Jean Rochefort would come back. Ultimately, his illness was the final element that brought the film down. There were definitely indications that things were going horribly wrong, and when Rochefort didn’t show up on the sixth day of production, that was a surprise. In the film we tell you that he was in pain on the fifth day, but the fact was that we didn’t know that was happening until we found it in the footage.

PEPE: It’s interesting because a lot of the information that you see chronologically in the documentary was not information that was readily apparent to the majority of the crew as it was happening. In hindsight, it all looks obvious, but it took a while for that information to filter down to everybody.

FULTON: After production shut down after the sixth day, Lou and I had to scramble to figure out what pieces we were going to need to get in case the film wasn’t going to happen. We had to shift our focus in terms of talking to the right people, asking the right questions, hanging out in the right rooms.

PEPE: We were hanging around the production office whenever we could, and it started to feel somewhat exploitative to us. We called Terry and told him that this started to feel unethical to us, that we felt like vultures hanging around. Terry said: "Screw ethics. Get the pieces you need to tell this story. Don’t worry about me."

FILMMAKER: How heavily do you think the differences between American and European methods of production contributed to the downfall of the film?

FULTON: With Hollywood films, there tends to be an incredible hierarchy, and the director is much more protected. When they set up these production offices in Madrid, it was odd to see that he wasn’t being protected. He was very exposed, and more in a producing position than a directing position.

PEPE: Terry likes to have the office door open to encourage all of the creative people to come in and discuss the movie, but what he was also prone to with this production was being immersed in practical and production questions, not just creative questions. Hollywood filmmaking is such an established style of filmmaking with very accepted practices. Hollywood may create its own nightmares and bureaucracy, but if you follow the rule book, things tend to work in an expected way. But when you’re dealing with an international production, people come from all different countries accustomed to certain ways of working, and there’s a period of time where they all have to get used to some method they all understand. That would’ve happened, but they didn’t get to work together enough to reach that point.

FILMMAKER: During filming, did you ever feel as if there were a certain willful naïveté on Terry’s part to just keep going under these conditions?

FULTON: I actually think there’s a degree of blind naïveté that you have to take into any film production, frankly. I think it’s part of the process. Somehow you think that other forces are going to help you get this thing made, no matter how impossible it might seem. In this case, if he had had a stronger producer, things would’ve been different. As a producer, you have to be a charmer who convinces everyone that this can happen, and normally directors don’t have to take that role – they can focus on something else.

PEPE: I actually think that Terry’s attitude about momentum is essential to filmmaking. Just by the way filmmaking is represented to the public, you wouldn’t think of it as being such a fragile enterprise. But in reality, it’s very fragile, and much of it is getting a lot of people to believe that something is possible. That belief is often what gets you through the process, and the "train track" theory of filmmaking is often the way things get done. Once you start to lose that momentum, it’s a really hard thing to regain.