(note: Here's a link to TNT's official website for FALLING SKIES):





The rooftop opening:

Last night was the second airing of FALLING SKIES and the 3rd hour of the show. I directed this episode as well – so I have a lot to say about it.

My first impression as a director is always when I read the script for the first time. I'd read a number of outlines and knew what was coming, at least structurally - but a script really comes alive when the dialogue is in and the nuance of character finally makes itself known... I loved the script. I felt like it moved the characters along and developed their individual stories and the big mythology as well. It also had a number of action scenes that would be complex and exciting to design and direct.

The episode begins on the roof of a building where our heroes are looking have finally found Ben, Tom’s son. He’s harnessed and a slave to the aliens.

Fred Golan wrote the episode – but Graham Yost as writer/executive producer was overseeing the script at the point it hit production. In the script was written “rooftop” – Graham wanted to open on a rooftop, I wanted to open on a rooftop. I knew it would be more graphic and compelling. But, once you’ve been in the TV business as a director and producer long enough, you know some of the issues that are going to come your way. Inevitably “rooftop” will be challenged – and someone, usually the line producer will say – “Can’t we film this on ground level?”

He’ll be right too. Moving an entire shooting crew up onto a rooftop is one of the slowest most time-intensive things you can do. The “co-executive producer” aspect of my job requires me to be financially responsible. The “director” aspect of my job requires me to make the best episode possible. Sadly, for me, these aspects are always at war within me – it’s quite torturous, really.

For me - directing in TV is like coaching a football game – Typically we shoot and we budget for 12 work hours a day. 6 hours before lunch and 6 hours after lunch. The minute the company is "in" the morning the clock starts tickingl. At that point (in my mind) the game is 0-0 and everyone feels relaxed. But you have to get on the scoreboard as fast as possible. (Side note – every once in a while, I meet regular people who work regular 8-hour-a-day jobs and they can’t believe that a 12 hour work day is the norm. When they hear that they look at me like I’m some kind of bizarre masochist - But that’s what we do – not counting lunch, of course, which takes it to 13 hours. But if you get behind the eight ball a 15 or 16-hour workday is unpleasant, but certainly not unprecedented.)

Anyway – my line producer, John Ryan, predictably, STRONGLY discouraged me from going up on the roof. It was four stories up, and the only way to get all our heavy equipment up was a tiny elevator that could hold one person at a time, and some rickety steel stairs on the outside of the building. We’d have to haul any real equipment up with a crane. Now, as I said a minute ago - I knew Mr. Ryan was right. The roof was irresponsible. So I needed something to motivate me... I bet Mr. Ryan $50 Canadian dollars we could do it and still make the day. (Now once upon a time, like when SMALLVILLE first started, $50CAD was about $38USD – but now $50CAD is about $54 USD – so we’re talking real money!)

My Director of Photography, Chris Faloona and my production designer, Rob Gray all wanted to go on the roof – they agreed the visual scope was a much better way to open the episode. And, truthfully, after this opening the episode goes into a number of dialogue-heavy expositional scenes. They were all good - but more contained. I felt I would have one chance to grab the viewers up font. So my boys and I, in prep, we went up there to that irresponsible roof and laid out a game plan. We designed every shot and we designed a shooting sequence that would be most efficient. The trick is always the sun – if it’s cloudy but not rainy you can shoot all day in any direction. But it’s not as pretty. If it’s sunny – it’s pretty but you have to shoot in backlight to go fast – front light is ugly and slows you down because the director of photography will have to bring out big silks to partially block the light and make it look cloudy! (ikes!)

Anyway, the work that was scheduled for this 12-hour day was the opening rooftop scene and the scene where Tom and Mike see Rick and the plan falls apart and then they blow up the mech and then they grab Rick and throw him in the pickup and then Hal and Karen shoot at the mech and then Tom gets blasted and then dragged to the pickup and then they drive off leaving Hal and Karen behind and then they get stopped by the mech who leaps off the roof – is a much bigger and more complex scene and arguably more important scene – but, as I said, I felt the rooftop opened the show and was important to grab the viewer. So I figured I had 4 hours for the rooftop and 8 for the rest of the days work. For me to win this football game – that was the timeline I’d have to hit!

(one side note: In the scene mentioned above, when Tom and Rick grab Rick and run him to the truck - watch how close the truck bed comes to our actors as it slides around. The stunt driver was very good and Noah and Martin Roach, after a few takes, began to really trust him. The two actors are running full speed ahead towards a truck speeding right at them... then the truck slides around and stops with the bed RIGHT in front of them... In the take we used they never break stride - they just throw Rick right in the back. It actually looks kind of simple on film but it was a VERY intense moment!!!!)

So, anyway -- I negotiated with the John, the line producer, to have some of the camera and grip crew get a one hour pre-call to get the equipment up on the roof. I also talked to Noah and the cast and said we wouldn’t do a traditional rehearsal… We’d get them through makeup and then get them on the roof and start shooting right away. Now – there’s a risk to this. Rehearsal’s are important because if anything in the script isn’t working, or if an actor has an issue with something, or is some other thing you counted on isn’t working – you want to find out about it ASAP. Rehearsals happen before you build up your camera positions and lighting and if there’s an f’up after you’ve got all your equipment in place it takes WAY more time. But – in this case, I felt the risk was worth it. The scene was actually pretty static and laid out well – I didn’t think the cast would have any issues.

I mention all this to show you what’s going on in my head as we shoot. Yes, the main focus is on getting the perfect angles and the perfect performance and all the perfect pieces needed to tell the story – but the clock is always TICK…TICK…TICKING in my head and all the extraneous technical stuff is always on my mind. To do this job well is a very Zen art – if you focus on the timeline and technical stuff too much, you will sacrifice performance and “coolness.” But if you only focus on performance and “coolness” – the time will slip away from you and you won’t make the day!


The fight in the tunnel:

The writer's came up with a concept that our heroes travel through abandoned sewer tunnels to travel between the school and the main part of the city. This is established in the 2nd hour "The Armory" and the same tunnel plays in last night's episode. This was a hard location to find and we looked for it for a long time. Real sewers were impractical - and stinky. There were some subway tunnels that looked great - but had prohibitive working hours for us in the middle of the night only. We finally found this one at an old abandoned glass factory. It was an above-ground tunnel - but when blacked in and lit correctly it looked perfect.

To be more efficient we "block shot" these sequences - meaning, since I was directing both episodes - we grouped the work together and shot the tunnel scenes for both episodes at the same time.

Remember how I said earlier it's like a football game and you have to plan minute by minute to make the day and win -- Well, in the second day in the tunnel I got crushed. In two 12 hour days I was supposed to do all of the following work: 1. the scene from episode "The Armory" episode where Pope and his men travel through the tunnel 2. the scene from "The Armory" where Hal and Margret travel through the tunnel and she kicks Hal's ass. 3. Then I did the scene from "Prisoner of War" where Tom comes to and gets angry at Dia and Mike and goes back for Hal and Karen. 4. The scene with Hal and Margret where we see a big matte-painting of the destroyed city 5. The scene where Hal and Anne come back and confront Margret - and then 6. The entire battle with Noah and the skitter!

Now - it was probably an unrealistic schedule going in. The skitter battle has a lot of pieces (i.e. "shots") in it - and each piece wether it's a half a second or a minute long still has to be set up and lit and rehearsed and shot. The other problem was that the tunnel we'd selected looked great, but it was a box canyon to work in. The crew was tripping all over themselves in there, as there was one way in and one way out and only one group of people could work at a time.

We'd pushed these scenes down the road, a bit because building the prosthetic skitter was a long project. I'll get into the on-set and the CGI skitter more next week - but, for now, know this. When it arrived it looked amazing, but it was a beast to work with. First of all it was huge and took up most of the tunnel all by itself. Also It took 5 puppeteers to work it. The main one was a man who was in the suit. Two were working radio controls to operate it's facial expressions. And two more were needed to puppetteer it's legs.

These kind of scenes are always very complex and need to be highly planned out. I had storyboarded the whole scene and laid out shot by shot the order we would shoot in -- But to make a long story short - the whole plan fell apart. Everything took a million times longer than I planned. If it was a football game I would have lost 56-3.

At the end of the second day we had finished all of the other scenes, but less than half of the work in the skitter fight was complete!

The only choice left was to add a second unit day to the schedule and kick that day down the road. We did our first days shoot in the tunnel in August and didn't get back to complete the sequence until early November.

The one great thing about this was that Noah's son was able to be on set for the additional day. Noah is on record in several interviews that one of the factors he used in choosing FALLING SKIES was that he thought being an alien fighter would give him mad-points with his young son. So - on this day his son got to sit on set - in the directors chair and oversee as his dad battled a bad-ass alien. It was so sweet. Noah came back several times and asked for feedback. His son's comments were very good - "Look meaner when you hit it!" And stuff like that.

I thought it would be interesting for you to see the storyboards we did for the skitter-fight sequence in this episode. For scenes this elaborate a director really needs to plan out all of his shots. We usually print them on a big board and bring them to set to keep track of them. Some shots did only involved Noah Wyle, some involved Noah and the prosthetic skitter we built (which took a crew of 5 puppeteers to work!), some involved Noah and a CGI skitter.... Some involved Noah's stunt-double... Also the scene was shot over a two days several weeks apart (one main unit day and one second unit day.) Inevitably we were picking up whatever pieces we could based on the lighting direction we were shooting and which element within the shot was ready at any given moment. So... For sequences like this planning is a must.

Most of the sequence we shot and edited as we drew it and it plays like this in the episode (although edited very quickly)

Also, I want to give a BIG, BIG tip of the hat to my storyboard artist on FALLING SKIES Vicky Pui. She is simply the best I've ever worked with - not just because her drawings were great as you can see - but she had, by far, the best ideas of any artist I've ever worked with.

For instance - It was her idea to put the mech on the roof when Hal and Karen are shooting at it and for the mech to jump down in front of them... That wasn't in the original script - it came from Vicky and I walking around the location and trying to figure out how to best make it cool. Of course that image of the mech landing in front of them has been an integral part of many of TNT's trailers and promotions... So... Yay Vicky!

Here's the boards - if they're too small click on then to enlarge.

Notice that two moments we didn't get to were (a) the shot where Tom sees the skitter reflected in the puddle as it leaps at him. This is a cool idea - but a luxury. In the back of my mind I knew that if time got short we'd drop that. We also didn't get to (b) The shot over Tom as the skitter drags itself away in pain. I tried to shoot this shot - but the prosthetic skitter was too unwieldy and slow and I was too far behind schedule. I shot a backplate for this shot with the hopes that maybe, down the road, we could do it with a CGI skitter. But in post production that shot was super-expensive - so it's another one I had to let go.


De-harnessing Rick:

Briefly - I wanted to say that - unlike the tunnel scene - when we went to shoot the scene of Rick being de-harnessed by Anne and Dr. Harris - I really didn't have the scene worked out. I knew the goal of the scene and how everything would work - but until I got into rehearsal and saw how the actors would interact with the harness and each other I couldn't fully plan it. So I shot from the hip more in this sequence - knowing key moments I had to hit.

I'm very happy with the opening shot which begins under the table seeing Rick's face, and then the camera rises and does a slow half circle around the room. It's all done in one shot and the pace is slow - with the intention of building anxiety. I wanted the scene to begin slowly and with few cuts so that the pace could get faster and faster and more intense as it went.

This was also one of my first times working one-on-one with Moon. I love how grounded she is - calm and positive both on set and off. She is vey focused and down for anything. She never complains - she likes being challenged. In general it was great to work with her - she is a real trooper no matter what.

The final moments:

The final few minutes of the episode are very satisfying to me - and less flashy than the previously discussed scenes. I thought I'd briefly described what was happening…

Throughout the episode we’ve sensed that something has been brewing between Tom and Dr. Harris. In the final moments we see them finally have a confrontation and learn the truth of what happened on the day Tom’s wife died. Graham Yost oversaw a big dialogue pass on this scene – and the way it unfolds is quite compelling. The scene builds very slowly and then finally Tom reveals the truth he’s been holding back. Harris’s character – ducks it for a second and then, finally, under pressure, admits he betrayed Tom’s wife on that fateful day. But he arrogantly justifies it because of his knowledge and skill. Tom’s anger erupts and he hits Harris. And then, Harris twists the knife and makes Tom feel guilty because he let his wife go out on “his” day to forage.

The dialogue was strong and the twists and turns were intense. As a director, my job, I felt, was to try to stage the scene in a way that supported the drama and allowed the actors to make the most of it. And then get out of the way. Sometimes I do a lot of performance direction, moulding nuance and line readings - but not in this case. The two actors were old friends and they were very dialed in for this scene. Part of the skill of my job is to know when NOT to do anything. The main thing I did is make clear to the actors what the camera was seeing, and how I saw the scene unfolding rhythmically. Otherwise I laid back and watched.

There are two key moments, for me, in how I staged the scene.

The first thing I did is that I had Tom pass past Harris and go to the cage to see the skitter. In this position Tom’s is in the foreground facing away from Harris who is in the background. This allowed Noah to have private reactions that could not be seen by his acting partner. Also, his vocal quality is calm but his facial expression is tense. This blocking allowed that. Also, Chris Faloona, the D.P, put a hard bottom light on Tom in the foreground and soft even light on Harris in the background. This separated their emotions even more – with Tom intense and Harris, at this point, unaware of Tom’s emotions.

Then, from the moment Tom turns to confront Harris, until the moment Tom hits his enemy – I staged all in one continuous shot. I did this, first and foremost, to let the actors act. There is something real and raw when a scene is unbroken by editing. Also, I wanted to stage the scene to underscore Harris’ discomfort. I have him, at first squirm away backwards from Tom. But Tom closes in on him – steady throughout. Harris, then, pushes past Tom and into the foreground for another face-to-camera/face-to-camera moment. Here I played Steven Weber with the “private moment” in foreground as he makes decision to go ahead and confess.

After this scene – Tom is broken. He returns to his children for comfort. It’s worth noting that, at one point this little scene was omitted for schedule reasons. The day was just jammed with too much work – and I felt the story would survive without that scene. When Noah learned it was cut – he was very disappointed. He argued that the moment was very important. And I could tell by his passion that he was going to do something strong with it.

So, I put the scene back in, and kept it to a simple one-shot moment. Tom approaches in silhouette and then slides down the wall. As he slides, the camera drops with him to reveal his kids. He looks at them with such longing – remembering what he has even as he feels the pain of what he’s lost. I love that moment in the show and I am very glad Noah fought for it. As I got to know Noah, throughout this series, I gained immense respect for him. his work is simple, but deep. He prepares very thoroughly and is aware, and working, every nuance of every scene.

The moment where Noah pins the picture of Ben on the wall speaks for itself. My work is quite simple – but the sweet picture of Ben, before he was harnessed, intercuts with Noah’s quiet but tortured expression, combined with Noah Sorota’s heart-wrenching score… I get choked up quite often by that scene.

Okay, wow – that was a lot of writing. Back next week with more and for now – a few more pictures!!!








One last thing - I did an interview with KSite-TV last week. Here's the link:


Dear Beaming Beeman,

Please be sure to tell the people of falling skies that i LOVE this show and all the actors are doing a fantastic job. I've heard a lot of negative comments on other blogs about how this show sucks because its plot is horrible and too much like other shows; an example being The Walking Dead. Or others say that the actors are bad and not believable. Which i'm sorry, but that's TOTAL CRAP. Noah Wyle's portrayal of his character Tom is absolutely amazing and totally believable. I seriously teared up when he was pinning the picture of Ben on the bulletin board. Drew Roy's character Hal is my favorite. I can see the regular high school boy that had to grow up and be a fighter. And his and Karen's relationship is very sweet and i really liked that scene with them in the little girl's bedroom. Also, I think Maxim Knight just the cutest little boy ever and I really like his scenes with his father and Hal. I like this show very much and hope to see it become successful, so GOOD LUCK! :)
Ishshah said…
Thank you for the behind the scenes look at my new favorite show. I love that scripted shows like Falling skies is doing so well. Keep up the great work. Love my entertainment scripted!!!
LauraQ said…
Love the show! Noah does an amazing job. Enjoying it very much. And thanks for your blog insights!
darksparrow said…
Thank you so much for the detailed story of how this was made! It's so rewarding to learn the process and thought that was put into everything. You know, if it looks simple when you watch it, that means you've done a terrific job.

And I really liked this last episode- the pace was great and the shots were interesting and the actors were fantastic. I will never understand how anyone can say anything negative about Noah's acting- he was brilliant here.

So... Just wanted to thank you (so much!!!!) for sharing these things with us. It's ridiculous how much I want this show to do well- almost regardless of how good it actually IS, I just want it to do well for the sake of everyone involved. It hurts me every time I read a negative comment or blog about the show. Some of us more obsessed fans *cough* have been following the progress of this show since the days it was called the 'untitled alien project'... So... there's a lot of expectations that have built up over these last few years. I know some fans are somewhat disappointed, because the show seems sort of 'simple' in terms of storytelling. That's probably the biggest complaint I've heard.

I think the acting and the fast, engaging flow of the episodes totally make up for the writing being corny sometimes. And anyway none of that has anything to do with YOU. But thank you for this blog, thank you for the updates, and thank you for being so so supportive of us fans!
Darksparrow: You said it all :)
TVjunkieJason said…
This was a great read. Thank you!
Teflon Rod said…
From your blog, i know about the story of the film, seems to be very interesting, thank your for sharing.
Anonymous said…
I understand the head guy porter being due to retire and wearing his ACU shirt. Could somebody on the set get it correct as to the placement of the name tape and the us army name tape and the us flag. The US Flag goes on the right shoulder.....the name tape goes on the right side of the shirt, the us army nametape goes on the left side. Let's get it right hooahh!!!
abukii said…
Fantastic blog and I LOVE the show. Congratulations on getting signed for season 200
gold18 said…
  Please be sure to tell the people of falling skies that i LOVE this show and all the actors are doing a fantastic job. wow goldI've heard a lot of negative comments on other blogs about how this show sucks because its plot is horrible and too much like other shows;cheap wow gold an example being The Walking Dead. Or others say that the actors are bad and not
Anonymous said…
I seriously teared up when he was pinning the picture of Ben on the bulletin board. Drew Roy's character Hal is my favorite. cambridge satchel|the cambridge satchel
Anonymous said…
well well, what about those prisoners??

Regards, Mikes
Jake said…
Mr. Beeman,
I recently watched the Season 2 Premiere and said "Oh my gosh how did I ever miss Season 1 of this show!" The next day, I went to my local store and purchased Season 1 on DVD. Now that I've finished it, I've started watching with your audio commentaries. Since you say multiple times that you're always open to suggestion, please allow me to make a couple:
1. I don't have the best hearing in the world, and I know you don't have full control over this, but a closed captioning option for your audio commentary would be greatly appreciated.
2. Now that the negative is out of the way, I must say that I LOVE the transparency that you put into your commentaries, as well as your blog. Aspiring filmmakers like myself watch these things and say "Hey, the way he shot/lit/staged that scene really pulled me into it. I should try that with my next video."
3. At about 19:35 into your audio commentary for "Prisoner of War," you say that you're not sure anybody notices the way you shoot long shots, trying to bring reality to them. Rest assured, sir, we do.
4. Verisimilitude is a very hard word.
Thank you so much for the hard work you and all of the cast and crew put into this series, and I'll be watching Episode 2 of Season 2 tonight!
Matty said…
I love this blog. I am ashamed I could not be part of this great project of creation of Falling Skies :(

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Anonymous said…
sohbet said…
y the negative attitude towards Anne, Tom and their baby. For one, I feel this is their ultimate revenge against the aliens, to continue the human race. 2, It adds a new dynamic to the show. 3, These people know that life is short and they have t