Written by:  Brian Oh
DIrected by:  Greg Beeman


I wasn’t originally supposed to direct this episode. 

A director friend of mine, who I have used many times, was booked to do it.  But, just before production began, he received a job offer to become the producer-director on a CW show.  His agents and he called and politely asked to get out of this commitment.   It was a great job offer, and while it’s always frustrating to lose someone, it’s hard to stand in the way of a person’s career-advancement.  

So we set out to replace him – we called all the Hollywood agencies and asked for their list of available directors.  I will tell you, it is hard to find a good director in mid-season.  Typically the returning network shows get their pick-ups in April (or earlier for big successes) and they snap up the top directors right away.  New shows picked up in late May, and by early June there is a feeding frenzy to book the best “helmers” (As Daily variety calls them.)  FALLING SKIES got picked up in mid-July, which is late…  But because I knew the pick-up was all-but-inevitable, I had personally called the people on my best-director list and had gotten them to commit to rough dates.  Which all is to say that if you’re making a last-minute call to have someone drop in, in December, it’s probably not gonna happen.

So, after a week or two of fruitless searching, the folks at DREAMWORKS TELEVISION asked if I would do it.  I don’t usually like to direct more than 3 of our 10 episodes.  It’s really physically exhausting.  But this one was OK because it prepped before Christmas, then had a two week break and then came back to shoot after Christmas – I knew the XMAS break would give me the time I needed to recover – so I agreed to do it…

And I’m very glad I did.

I directed the first two hours of the season, which were big and spectacular.  I also directed the season finale, which is equally action and visual-effects-filled.  This episode was one of the smallest of the season, in terms of action and visual effects – but I think it may be my favorite episode of the year.  It taught me the lesson that I’ve learned and had reinforced over and over again – which is simply: Story and character trump action and spectacle.

At the script level this was just a taught story full if tension and emotion.

In fact, ironically, it was the only episode all year that we shot in 7 days.  (The big premiers and finales typically take 10 or 11 days, the rest take 8.)  It also came in a couple of hundred thousand dollars under the pattern budget.

It was nice to open with Tom and Anne’s romance.  We have implied and shown snippets of their evolving relationship – but this episode opens with a scene of calmness and caring, as Anne wakes up and smiles at Tom as he gets ready to go to work.  I did two key things to support this, which break the pattern of how we typically shoot FALLING SKIES.  I shot the scene on a dolly instead of hand-held, and I asked DP Nate Goodman to light the scene with warm, golden colors instead of the de-saturated blue-ish hues we traditionally use.  I also went to slightly tighter more traditional close-ups…  And I think Moon Bloodgood looks particularly beautiful in hers.  All this was to create a sense of calm that is in opposition to the storm that is coming.

Two scenes later is one of the creepiest scenes I’ve ever directed.  In the earliest drafts of the script Karen just came walking out of the woods and presented herself to Hal and Maggie.  This clearly wasn’t resonant enough.  Remi Aubuchon and I talked about the fact that we had to create a more visceral scene than this… We went out to dinner together one night and tried to one-up each other with ideas.  I was proposing that Hal and Maggie came across a small encampment of people that had been burned and shot up and that Karen was found amongst the smoking ruins.  Remi liked this, but it ran up against some budgetary and time issues.  Because one of the goals of this episode was to keep a tight reign on budget, we had to soot everything on the grounds of the property where the hospital is located.  Creating a destroyed camp would add unnecessary expense.  Finally, Remi hit upon it…  “What if they come upon a group of de-harnessed kids, who are all dead and laying in a ditch?” He asked. 

I thought about it for a beat.  “Wow,” I said.  “So the aliens purposefully killed a bunch of de-harnessed kids, just to set up the 2nd Mass and infiltrate Karen?”

“Exactly,” said Remi, with a smile.

“That is so sick…” I said.  “I love it.’

“Can we do it,” Remi asked.  “I mean, to do it right they have to be nude.  Can we pull that off”?

I thought a bit.  “Of course.  Sure.  We’ll just get kids who are eighteen and look younger and we'll put flesh colored bikinis and moleskin patches on them and we’ll cover the ditch with sticks and dirt and make it look like a shallow grave.  The dirt will hide all the ‘naughty bits.’”  

I love when ideas start rolling like this.

Of course, we did all that – but when we shot the scene it was January in Vancouver, Canada.  It was sooooo  dang cold.  We put blanket heaters under the dirt that the kids laid down on, and between takes we blasted the extras with heaters – but still – it was brutal. 

And, of course, Jessy Shram had to be in there too.
I must, at this point in the blog stop and deeply bow to Jessy, not just for laying in an ice-cold ditch but also for EVERYTHING she did on this episode.  The heart and center of the whole piece rests on her and her performance.  The script was very subtle in suggesting whether she was guilty or not, and we didn’t want to tip our hat at all to this until the last possible minute.  I think Jessy showed up and KICKED ASS.  She was asked to do much more in this (and next week’s) episode than she has at any other time on this series.  She and I talked a lot about how to approach the performance – but on the days of shooting she was, just, on fire.  She nailed everything with such subtlety and rawness that I was just floored.

The very first moment when she comes to and grabs Hal is so shocking.   It is a true horror-film moment that was very much designed and constructed shot-by-shot to build to that scare.   But - when it came time for the “big moment”  - Jessy’s expression and her scream and her piercing blue eyes just nail it.  (At least IMHO.)

I also really like the scene where Karen is coming-to in bed and Hal is trusting her, and Anne is nurturing her, and Tom is interrogating her and Ben is challenging her and Margret is quietly, distrustfully observing her.  I like this scene because every character has such a specific point of view.  I tried to be mindful when shooting this scene of something Steven Spielberg had told me early on in the process.  He said he wanted a lot of group shots and not too many close-ups in this series.  It’s more movie-like and less TV like, and it requires viewers to make their own choices of which character to pay attention to.  I shot one Close up of Noah from a little bit lower angle – which gives him more power in the scene.  And I shot two close-up of Jessy, one from a low angle and one from a higher angle.  In editing I tried to use the higher angle whenever she was vulnerable and “losing” within the scene, and the lower angle whenever she was ‘winning” her point.  Other than that I tried hard to stay with wider group shots, even though at different times different characters may step forwards and “take over” the frame. 

I also want to mention how much I like Noah Wyle’s performance in that scene.  He is strong and commanding, but not too much so.  He really walks a line of being firm but not being over-committed to being suspicious of Karen.   In general, this episode is a good example of Noah’s craft.  I had the strong experience on this one that, whenever we were shooting any scene with Noah – was generally pleased and acknowledging that he was doing well within the scenes.  But it wasn’t until I saw the editor’s cut, and saw Noah’s whole performance as Tom Mason in this particular story, that I realized how much he had crafted and nuanced a whole performance.  It really begins in one place, journeys and evolves scene-by-scene and builds very, very well.    Directing scene-by-scene on the day, I couldn’t appreciate that homework and craft, but I sure did when I saw it all together.

Speaking of the editor’s cut – I know I’ve mentioned our editor Don Aron before – but this guy is really a genius and a major asset behind-the-scenes.  I will say that the very first cut he delivered to me changed almost-not-at-all from what is what you saw on your TV set tonight.  And this is very rare.  The only issue at all was that the cut was 3 or 4 minutes long and we had to trim it down.  Let me tell you that this is very rare to not have the editor’s cut be tinkered with and changed repeatedly.  I trimmed the scenes down and changed a handful of scenes and cutting patterns and then passed it on to Remi, who had almost no notes…  And then we passed it on the Dreamworks who had almost no notes…  And then we passed it on to TNT who had no picture notes and just one or two dialogue and sound notes…. And then we passed it on to Mr. Spielberg who had no notes!  And almost unheard of series of events!

The only significant loss, in my opinion, was that there was a very nice scene on the roof of the hospital between Hal and Maggie that was about two minutes long and had to be cut for time.  It was a nice scene because it evolved their relationship.  Hal had some nice dialogue about how much had always been expected of him by his father and how he had always delivered – in sports, school, etc.  And now he wanted to have his father trust him about Karen.  Maggie challenged this and asked “which” Karen Hal was defending – and why.   Hal protested that it wasn’t about his love for Karen, he was still only into Maggie – but he believes she had been through a massive trauma and deserved another chance.  It also showed Maggie’s evolving suspicion of Karen.  I really liked the scene – but it didn’t advance the story 100% and the episode worked without it.  If we’d kept that scene in we would have had to cut 2 minutes in lots of other little places and the whole show was working so well I hated to do that.  

So the Hobson’s choice was made.

The last thing I’d like to talk about is the scene where Karen and Ben “connect” through their spikes.  In the script they merely touched hands, which set off the spikes and their intense alien-induced moment.  But as we shot the master, I was feeling like the scene was missing some level of intensity and surprise.  I also felt that Connor – as much as I love him, and as much as he’s been fully committed and kicking-butt this year – was holding back a little.  I tried a number of ways to talk both actors through the scene, but it just wasn’t happening.  So, I did something I don’t usually do.  When there was a lighting break, I sidled up to Jessy and said “On the next take, I want you to kiss Connor.  I’m not telling him, because I want the surprise, are you cool with that?”   She nodded that she was “in.”

The next take was Connor’s close-up and I also had a second camera getting a 50-50 profile shot.  Jessy did kiss him.  And she did it better than I’d hoped for, slowly and hesitantly.  Connor was surprised, but he went with it – and I didn’t cal “cut” for a long time – I wanted the moment to evolve in it’s awkwardness – and I was very happy with the result.
Okay – I hope you liked tonight’s episode as much as I enjoyed making it for you – And now PICTURES!!!!!!...





















Karen604 said…
This episode was awesome.It was was great to have some interpersonal relationships rather than all rough and tumble action. I had not seen the show going in the direction you pointed out here and on The Second Watch. gives something new to think about.
Love the show so much. We do a podcast at TheFallingSkiesPodcast.com
We would love to hear from you on it we have a call in line 720-279-4365.
Anonymous said…
Awesome episode!
Steph said…
Loving your blog. How was the stunt work in the Maggie/Karen confrontation? Was hoping you'd have something to say about it. =)
Anonymous said…
Hey, Pope is back! For all his faults, the one thing we have come to depend on Pope for sure is that he is indeed, all out of bubble gum.
Spencer said…
This was one of my favorite episodes so far. The emotions were captured perfectly and really developed the story.

I would love to be in an episode!
Leila Radan said…
This episode GUTTED me! I am the type that SCREAMS at the TV and let's just say that my husband is considering no longer watching the show in the same room as me. The commercials for next week have me freaked out already. Can't wait to see it!

Great blog by the way. Just stumbled upon it! LOVE!
Unknown said…
My adult children and i love this show. Every tv in the house is set to record. We dont get to watch together because of work schedules. We discuss the episode after everyone has had opportunity to watch. ;-)
Daniel said…
A great and awesome episode! I've to say, the last scene was really moving!
Anonymous said…
This show it is awesome. It was or it is a roller coaster. It goes into action to deep topics, all different each episode. I think this might be my one of my last entries until the next season starts again. It is what it is, a seasonal job but I will wait.
As I have read in the entries of my fellow face-bookers fans of the show as well as I. We found discrepancies and one or two shows later it is explain, even the ones we can’t explain will be.
The hospital lights… Na’, it is ok. I was taking flash pictures inside my truck in Iraq at night and our convoy had the lights on.
Only one thing, as a Veteran I would like to see more or expect more of the characters with a military background… after all they are portraying Veterans.
After many years of service, Veterans can see if a salute is not correct or when an about Face is performed flawlessly as Colonel Porter (Dale Adam Dye) did. The devil is in the details as they say. I had found other Veterans in your page as well as active duty. The active duty guys want to know if the Falling Skies season one can be purchase in the PX in Afghanistan. If somehow you could pass to the actors this. Please if you can do so. It will be appreciated by all of us.
Thank you.
A fan of Falling Skies.
Anonymous said…
Wondering why you jerk us around with these 10 show "seasons" and space the seasons so far apart? Show's great, but you are screwing your fans over.
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I love your style of directing and how eager you are to share your amazing cast and work with the fans. This sets you apart from the rest and makes me, honestly, eager to see what you are up to with future projects!
Thank you for making us a part of things, it's a view that not many get to experience!!
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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
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