I love a good horror film, and if that horror film comes tinged with a SciFi plot, even better. And if it’s all done on an indie budget, I’m ready to sing it’s praises to anyone ready to listen. Such a film is Max Finneran’s THE SHELLS, which I saw world premiere at the Phoenix Film Festival. Filmed entirely inside an exceptionally unnerving decommissioned Kodak factory in Rochester, NY, THE SHELLS stars Britt Lower as a lucid dreamer who finds herself on a documentary / avant-garde re-creation shoot about a woman who famously disappeared while experimenting with dream materialization.

At one point in time, Dr. Marzena led a secret neurological investigation unit in the Department of Defense. Her funding threatened, she pushed the research a little too far and went missing. Now, near fifty years later, a film crew returns to the site of these trials hoping to build an experimental docu-drama around these events and Alex (Britt Lower) has unknowingly walked into a mental minefield. Haunted by an enigmatic ‘bagman’ in nightmares since childhood, she can barely hold her reality together as it is. As filming begins, it becomes quickly clear that Dr. Marzena still controls this laboratory, and whoever steps foot in it, and she is able to use their dreams against them. Like a more grounded version of A NIGHTMARE ON ELM STREET, THE SHELLS finds Alex battling her own demons, and then using them in her struggle against the ‘mad scientist’ Marzena who, in Alex, has finally found a way to escape her metaphysical prison.

Finneran’s film is a chilling experience, because it combines something we really don’t understand at all, dreaming, with the rational exploration of science. The construct of a film crew never gets tiresome, because unlike what you might be expecting, this is not a found footage film. Instead, the set-up allows a variety of characters, some more emotional and esoteric (directors and actors), others more based in reality (the crew, a scientist here as a first time actor), to come into contact with something truly original and frightening. As the team one by one turns into sleepwalkers, controlled by an incorporeal Dr. Marzena, Alex finds herself increasingly alone, and facing a childhood she has blocked with pills and denial. For a horror film, it’s a great meditation on science and reality and control. For a SciFi film, it’s a great ensemble drama. And of course, it also happens to be a horror film and a SciFi film.

“I’d been doing dream research,” says writer/director Max Finneran, “I can’t even recall who in particular I was reading, but there was this whole idea of materialized dreams but that dreams … are rooted still in something. And then I got really interested in the idea of the organic versus the scientific.” I had a chance to speak with Finneran and lead actress Britt Lower at the Phoenix Film Festival, shortly after THE SHELLS world premiered. “Britt’s character is innately and naturally cursed,” he says, “or given a power, and that’s part of her journey as a character, to materialize her dream life in a organic or natural way.” I actually realized a few minutes into the conversation that Britt Lower played a great part in one of my favorite ensemble comedies of last year, the questionable ex-girlfriend in the very different BESIDE STILL WATERS, directed by Chris Lowell (who I interviewed early last year). This was actually her first feature, even though I programmed Beside Still Waters at AFF in 2013, so you can get a sense of the post-production work that varies by film (and especially genre). “I was so curious about Alex and drawn to what a complicated, strong female character she was,” says Lower, “the film is a female-driven SciFi. So, initially it was the character, and then I was just intrigued by the various worlds within the film.” Despite the technical nature of the horror in the film, Lower’s Alex holds the emotional center. Her memories of childhood, and one particular beach trip, prove the bridge between the real world and the dream world. “It’s like a force of nature,” says Finneran, “whereas [Dr.] Maryann [Marzena] was the analytical, scientific approach that kind of tried to mechanize and force something.”

THE SHELLS is a very cool film. By dealing with dreams and alternate reality, it can dive into territory where really the filmmaker can get away with anything. This can be very dangerous if you don’t set your own rules to guide you when creating the world of the film. The initial inspiration for the film came from the abandoned Kodak factory itself, which Finneran actually found on a location search for another film. After that, he had this idea for a character whose dream life came alive for her in the material world, and, added to that, the neurologist from the 1960’s entrapped in a sort of time capsule space of a laboratory. “I sort of took those three different things and started laying out a structure and figuring out how this could all sort of work,” he says, “charting the logic of the different worlds — like, how does Maryann, she’s materialized a dream life, but it means that she’s stuck in this materialized dream world that’s a real space but she can’t get out of it. And the hook of it for me was that she discovered after doing this scientifically, that you can’t be alive without having some base in reality.” The film becomes a battle between the emotional and the rational.

The factory serves as a great and expansive place for creepiness, around every corner a new dilapidated hallway or deserted set-up of scientific equipment. “It just offered a lot in terms of our low budget and the fact that so much of the space was already kind of pre-designed,” says the director, “I designed the film with that location in mind, actually.” The setting allows the film to feel like it has a much larger budget than it does. And even though the cast and crew did not sleep in the factory, as in the film inside the film, they benefitted from being together in Rochester, a place with a lot of history and the feeling of (somewhat) being left behind, just like the DOD program in THE SHELLS.

“We were able to live together for those three weeks and I think form a very genuine bond amongst the ensemble which was important for the film,” says Lower. They work in perfect contrast to Alex’s memories, and the recurring symbol of the shell, giving the dream sequences a very visceral and almost more tactile feel than the ‘reality’ of the laboratory. “Because we’re indoors for the whole time,” she suggests, “as an audience member you get a breath of the literal fresh air Alex is seeking as well.” Finneran says the material nature of the dream world was fully intentional, “because when she’s there in the dream, she’s completely there, in there. It’s not like she’s sort of ephemeral.”

Britt Lower in THE SHELLS

Britt Lower in THE SHELLS

The shells that Alex keeps finding (in her dreams and also materializing in real life) have an allegorical impact as well. As Dr. Marzena takes over the bodies of Alex’s crew, they become shells for her in the real world. “These sleepwalker shells are kind of like her roots into the organic life that she still needs in order to exist in this fabricated or materialized dream space,” the director explains. Even after they are ‘taken,’ the crew continues to try to appear to be a part of the physical world, such as holding a camera as child might, they look like poorly-manipulated puppets. “Yeah, the language of the choreography is very delightful in its absurdity,” agrees Lower, “and at the same time terrifying.” When the audience finally sees the inside of the dream, it becomes clear that Marzena is enjoying this, like she has new toys to play with, which in a sense, is almost more unsettling. “I hope it’s disturbing enough,” Finneran says, but also what’s disturbing is that it isn’t like zombies going ‘I want to eat your face’ or something, you know? … there is like, this kind of play that’s happening, there’s a lust for life about this.” All of this makes THE SHELLS a very heady film, one that, despite playing out like a standard horror film, really deals with true issues and emotions. “For me,” says Lower, “the overarching message is that our minds are incredibly powerful and oftentimes the thing that we fear the most is our own potentiality.”

THE SHELLS was a great find for me at Phoenix Film Festival, and the reason why regional fests that really know their audiences are so important. The film fit perfectly into the program, and really pushed the audience into a much richer experience than I think you could ask at most genre festivals. Yet this is a small film, a film that strains against its own budgetary limits and comes out stronger for it. Britt Lower is absolutely fantastic in the film, and manages easily the delicate line of horror victim and SciFi heroine. Although the next screening has not yet been announced, I know THE SHELLS will find a steady home on the fest circuit.

Bears Fonté is the Founder and Executive Director of Other Worlds Austin, a new festival in Texas’ capital focused on SciFi.  Prior to that, Bears served as Director of Programming for Austin Film Festival from 2012-14, overseeing some 200 films selected to screen at eight venues over eight days.  The 2013 Festival saw 28 world premiere features and 7 films picked up at the festival or the week after.  His most recent short film, THE SECRET KEEPER, has been selected by over 35 US Film Festivals since September of 2012.  His feature thriller iCRIME, which he wrote and directed, was released on DVD, VOD and streaming by Vicious Circle Films in 2011.  Bears also self-produced two web-series which have been seen by a combined ten million viewers.

Prior to arriving in Austin, Bears wrote coverage for independent producers and coverage services in LA and placed in nearly every single screenwriting contest out there including Screenwriter’s Expo, Final Draft Big Break, Page International, Story Pros and Austin Film Festival.

Bears received his BA from Carleton College in British Studies and Theatre Studies and a MFA in Directing from Indiana University and has directed over forty plays, including the Austin Critics Table nominee Corpus Christi, and the Austin Shakespeare Festival’s Complete Works of Shakspeare Abridged. He studied writing with noted playwrights Jeff Hatcher and Denis Reardon, and directed the first-ever professional productions by Princess Grace Award-winning and Pulitzer Prize-nominated playwright Don Zolidis and up-and-coming playwright Itamar Moses. He is currently working on a new five minute short to submit to festivals in 2015.

Paul Salfen finds out from          what it was like to film                     .

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