An Interview with Frankie Frain – By Philip Smolen

Last month I reviewed the wonderful indie comedy “Having Fun up There”, a sharp and sassy look at a late 30’s rock musician who’s being dragged kicking and screaming into adulthood (for my review, please click here). Featuring a great script by Geoff Tarulli and sharp direction by Frankie Frain, it’s one of my favorite films I seen so far this year and it speaks volumes about trying to still have a musical soul long after you had your shot at the big time. This film literally struck a chord with me, so I reached out to Frankie Frain, an indie director who operates out of the Boston area. Frankie was kind enough to answer some of the questions I had about how this great movie came together.

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RC: Frankie, you’ve got to be happy with the way Having Fun Up There (HFUT) turned out. Have you come down out of the ether yet?

FF: Thanks for saying that. I’m very happy with it, I think it does exactly what I wanted, but we’re still relatively early in its life, and while we’re hearing a lot of nice things from the people we show it to, it hasn’t been seen by the general populous. And when you stare at something enough, you stop knowing what you’re looking at, so I’m still waiting for someone to inform me we made a big turd! So thanks for the reaffirmation.

RC: When did you know that you had to make this film?

FF: I was getting my MFA from Emerson College, and I was in a short screenwriting course that I wasn’t taking seriously. But this one guy in the class named Geoff Tarulli wrote a short script called You Guys Looked Like You Were Really Having Fun Up There, and it was a wonderfully detailed story about a late 30s musician in New Bedford, MA (the town over from where I grew up) in this struggle between art and commerce, and I saw a lot of nice metaphors for art in general. The short was essentially what the first act of the final film is today, minus a few major characters. At the time, I just thought it would be cool if someone made the movie. Then, I had an incredible experience making Sexually Frank (Frankie’s previous film), and the talented crew was asking me to make another film as soon as I could, but I didn’t have any in me. I started considering directing someone else’s screenplay, attracted by the idea of making “our film” rather than “Frankie’s film” (which is often how it feels when you’re the writer/director). This was late 2011, and I remembered Geoff’s script, and fantasized about adapting it into a feature with him and directing it myself. We exchanged a couple of incidental emails in 2012, and I barely had to suggest the idea before he embraced it wholeheartedly. Once we had a few brainstorm meetings, he was writing up a storm, and then I really had no choice but to make the thing.

RC: Did anyone ever try to talk you out of making movies?

FF: My parents, neither of whom are even film fans, were insanely supportive of any endeavor I wanted to pursue, as long as I pursued it with dedication. I discovered filmmaking (and animation at that time) as my art when I was about 12, and I remember my tech incompetent family scrapping together whatever dollars they had to build a system that could edit video for me. This was 1998, so consumer machines capable of this were almost non-existent. I remember we met a dude from Montreal online who was a UCLA graduate, and willing to sell us some of the equipment, build me a machine, and train me on video editing. We all drove up to Canada and that was that. My parents also put me through undergraduate film school at Emerson College, so they really couldn’t have been better.
I do remember my dad being worried about me when I worked on my first feature, which took me all of high school and the beginning of college to complete. He tried to talk me into making more shorts, and to knock off the fairly impossible features, but I’m glad I ignored that advice, because suffering my way through completing a feature made me so much stronger on subsequent projects.

RC: How does HFUT compare to your other films that you’ve made?

FF: The biggest contrast between HFUT and the past features is that it’s the first I directed and didn’t write, which reframed my relationship to the film. It detached me from the content in a good way – Geoff (the writer) knew these characters from his personal life, but I didn’t, so interpreting their thematic place in the story was a fun challenge. I didn’t know a lot of the authentic details Geoff provided in the script, and although he helped in getting a lot of those in there, I was able to help break away from the nitty gritty and instead get into the larger, more relatable story in the way I told it.
The content is also probably my most mature to date. My first two features were comedy B-movies, and the third was a comedy/drama about sex and relationships, which I don’t find to be grotesque in any way, but some did. Apart from the realistic language the characters in HFUT use, I feel confident this is a more universal story.

RC: Tell me how the screenplay for HFUT (by Geoff Tarulli and you) developed?

FF: Once we decided we were making the movie, we had a number of dinner meeting where we just chatted about music, film, sentiments we’ve heard over the years that we hate, nuanced ideas that we loved, etc. Geoff appreciated the naturalistic tone found in Sexually Frank, particularly how the movie has no major plot turn or arc – it’s focused on the mundane and very small changes, more in attitude or gesture than anything else. He wanted to do the same here, so we had to challenge ourselves over and over and over to figure out what Mark was missing how his environment was or wasn’t helping. Carla and Kerry, the two female leads, were not in the original short. Kerry (his musical protégé who studies at Berkley) came out of me mentioning how as I’ve gotten older, I’ve found myself in a mentor relationship with one young filmmaker in particular. Knowing that he’s looking to me as a model for his own development changed my relationship to filmmaking, and I wanted to see what that looked like for our late 30s cynical main character. Carla came directly from Geoff’s world – the girl that keeps boomeranging back into your life. We loved the idea that she was a mirror image of Mark, but he can’t see that (we were also interested to see whether or not the audience would pick up on that, or if more sexist notions would prevail).
More than anything else, we decided that the feature was an endurance trial for Mark. At the end of the first act (much like the short), he chooses his music over going back to school or obtaining gainful employment, which is a romantic idea, but not what I wanted to see tested across a feature film. After we see all the actual hell that path causes our character, does it still make sense? That’s what the movie would be about.

RC: The film is so natural and honest and the dialogue is so true that it’s almost scary. When the screenplay was completed, did you and Geoff know you had something special?

FF: Not at all, and I don’t say that to be cute. We knew that the concepts we were playing with would be interesting told in a narrative, but we hardly knew if we were hitting on it effectively in our drafts (which, I should be clear, were solely written by Geoff – I get my story credit because of our development and outline meetings). When we had a first draft we thought we could send, I sent it to about thirty trusted individuals. We received feedback from about seven to ten people, some of whom were the core crew. There was a lot of concern that the film lacked a heart, and that nothing really happened in the end. The consensus was that it was kind of an unsatisfying read. We did a lot of work to firm up some of the common things we were hearing, but we believed in some of our decisions (like the lack of a big ending), so a lot of what was in the first draft stuck into the shooting.

RC: Where did you film and how cooperative were the locals?

FF: We filmed in New Bedford, Somerville, Allston, and Boston. Most of the business owners were great and let us do our thing for free, but a few charged, and it was often worth it. We never paid more than five hundred dollars for a location, and that was for the coffee shop Mark works at (which was kind of perfect and worth it). Five hundred dollars also bought us coffee for the entire group, and very cooperative business owners. One bar, however, forgot she agreed to let us shoot, and it was one of the biggest days – it was the bar that Carla and Mark meet at, and it appears in the film a good five or six times, with long dialogue scenes and some complicated musical stuff. We all went to this bar in Somerville, where the owner agreed to let us shoot, and hung out on the sidewalk with dozens of extras and music equipment, waiting for the owner to let us in. She never showed up, so we ran down the street searching for another bar that was open during the day that we could pay to let us shoot. $150 and a block down the street did the trick, but it was by the skin of our teeth – rescheduling a complicated day like that, with all the extras and parking and equipment and lighting would’ve been a chore, and we only had Jon Ryan for a total of nine days, so I’m glad we were able to save that ship from sinking.

RC: Where did you find Jon Ryan (Mark, the main character)? His expressiveness and his body control give such insight and nuance into his character. Amazing!

FF: Jon’s an old friend from undergrad – we met when we both acted in a stage production of Cannibal! The Musical and discovered our matched love for subversive comedy and songwriting. I twisted his arm in getting him to play the villain in my second film, A-Bo the Humonkey, and then further twisted his arm to play one of the main characters, who was gay, in Sexually Frank. He knocked both out of the park, and he’s a complete joy to work with, but once he moved to the west coast, I thought that would pretty much stop our creative relationship. When I found myself making this movie, the notion of casting Jon Ryan was so perfect it was sickening, so I flew him out for the shoot and put him up at my house, which was also super fun, but we were limited to a nine day stay (and therefore, shoot) before he had to get back to his job. You’re not the first person to call him out for being so great in this, I’m glad to say, but I’ll have you know that filmmaker friends of mine urged me to not cast him – they thought he was too boring and obvious a choice. I agreed with an aspect of that: he was an obvious choice.

RC: Now I’m a happily married man, but I fell in love with Maria Natapov as Carla. Did the two of you work on her character and performance together? What balance were you striving for? Her ability to show Carla’s vulnerability was incredible!

FF: That’s great, she’ll love to hear that. I’d love to be able to say we all spent a lot of time with one another before shooting, but most of the character work was done by just talking things out over the phone. I know Jon Ryan and Maria rehearsed together once over Skype, but I wasn’t even present for that. I auditioned her because I had worked with her in a very small role on a short I produced in 2011, and she was dedicated enough it seemed right to give her the opportunity. When I auditioned her, she came through with a performance very similar to what you see in the movie, and when you see someone figure out the puzzle like that without your help, you know that it’s all going to work out. I told her, in our initial phone meetings, that I knew how dedicated she was as an actress (she worked her tail off in the Boston scene, she was acting everywhere for a few years), and that I want her to completely take responsibility for that character without my direct guidance (just my support when necessary). The next time I saw her perform the character, we were shooting the actual movie, and only small adjustments were every necessary. She nailed it.

RC: How long did you shoot for?

FF: Nine consecutive days (September 27th to October 6th 2014), and then one pick up day. That’s it. I had never shot a movie quite like that before. It was insane. As I mentioned earlier, it meant that logistical mistakes that would normally force you to reschedule a shoot needed to be solved on the day – for instance, the Salem scenes weren’t written to take place in Salem. They were written to take place at Canobie Lake Park in New Hampshire, and the dialogue referenced the rides and attractions throughout. When it got rained out, we needed to shoot somewhere (hence the drizzle in the final scene), so it being October/Halloween time, we decided within a half hour to move our operation to the streets of Salem, MA. Geoff rewrote the pages as fast as he could, and the actors learned their new lines in the car on their smart phones, where we all rehearsed and ran lines. That’s where the Giles Corey “More Weight!” stuff came from: a response to a change in plans. When we arrived, we walked around for about an hour and planned where scenes could take place. Two hours later, we had all the Salem scenes in the can. It was insanity, but made for wonderful energy, and I do wonder if that shows itself in the film.

RC: Who were your behind the scenes heroes?

FF: My wife and producer Nina is the one who silently makes everything happen. She got the backup bar when the first bar’s owner didn’t show up, she prepares the snack containers and waters for everyone, she assembled all the props and costumes, she moves the cars when parking meters run out – as is always the case, if there’s no Nina, there’s no movie. On this movie, I established a few new relationships as well, including Bonica Ayala (an old friend of Geoff’s) who did our production stills, but also pitched in a hand whenever we needed a lighting adjustment or a second operator or whatever.

I also met Johnny Northrup, Geoff’s old band mate and best friend, who lent a few existing songs to the film, including “Robots Do Not Rock,” “Black Jets,” and “Snow Day,” all of which, to me, really provide the perfect tone for this movie. Those songs are just so damn good. He also wrote an original song for the scene where Mark and Carla are looking for the pregnancy test, called “Wherever You Go,” that hit the tone perfectly.
Finally, Hana Carpenter played Kerry in the movie – Hana is a very good friend of mine, and a hilarious and genius individual. She’s the best of us. She had never acted in a film before, nor did she have any training or interest, but her energy was so perfect, and not just for the on-camera work. I found her presence to always be helpful and comforting and de-stressing. She actually works with me in an IT department, and when she wasn’t in a scene, she was holding down the office, keeping things from getting too crazy. I would love to write a movie with her.

RC: What did HFUT teach you?

FF: Sixty-five minutes is a fine runtime, don’t shoot a whole feature in nine consecutive days if you can help it, cast Jon Ryan in everything, never be afraid to cast non-actors, always give dedicated actors the opportunity to audition even if they don’t seem perfect, and eat nutritiously while shooting (most of us failed to do that and it made things a lot harder).

RC: Tell me about the reaction to the film?

FF: We have a few hundred mainstays that support all the work we produce under the Red Cow Entertainment banner (podcasts, shorts, animations, features – all available at or Those people have been buying the extremely special-feature-heavy blu-ray and DVD (available at and have been loving it, pointing at the relatability most of all. We were accepted to the Buffalo Niagara Independent Film Festival and the Seattle True Independent Film Festival, both of which just transpired, and a number of us attended both, but the screenings were completely empty and embarrassing. The very few people who attended really dug it though!
Time will tell on the general reception of the film – I just signed with a distribution startup I’m taking a chance on. None of my films have had happy endings when it comes to distribution, and I don’t expect this one to be any different, but I’ll hope for the best.

RC: Where can Rogue Cinemaniacs find HFUT? Any festival activity coming up?

FF: They can buy a blu-ray or DVD (the blu-ray looks really awesome) at If they proved they actually read my bloated interview by sending me a message on Facebook or Twitter (@frankiefrain), I’ll send them a private link to the movie on YouTube for free. We haven’t heard back from anymore festivals, but I’m waiting on fifteen, and we haven’t been rejected by any yet, so fingers crossed.
If you want other free stuff, you can go over to, go to Production Podcasts, and listen to the podcasts we recorded each of the nine days of shooting. Some are elated and silly, some are deeply dramatic and confrontational (see Day 6). If you go to Press Kit, and then Videos, you can see eleven different video blogs, a half hour long blooper reel, the trailer – all kinds of great stuff.

RC: What’s next for Frankie Frain?

FF: In a month or so, you can expect a 300+ page book on the making of HFUT, which is already written and is in the process of being formatted. It has every gory detail behind the preproduction, the shooting, the technology used, includes many of Bonic’s awesome production stills, and loads of stories on my distribution woes, festival nightmares, and in-depth tips on how we make movies and how you might be able to do the same. There should be a paperback, audio book, and ebook all available, so watch out for that.
Between movies, I do a ton of podcasting, so head over to and go to the Podcasts menu to check those out. Since your readers are film lovers, I recommend Discount Film School, where I’ve conducted interviews with over forty different filmmakers, actors, animators, special effects artists, producers, and teachers. Some of the more notable guests include Lloyd Kaufman, Jason McHugh, and Alexandre Phillippe. The second episode is a very early conversation Geoff and I had about the themes of the movie, before we were ready to shoot.
For a fifth feature, I’m far from ready to begin a new project like that, but I know the film I have percolating is about this social issue of “nerd girls,” and how they feel excluded from nerd culture, whereas male nerds feel their nerd culture is being appropriated by girls who have more social power than them. I think it’s ripe for satire and comedy, because it’s a generally innocuous and first-world subject, while at the same time, puts on display some very real issues of group mentality and social warring. So if you want to see that movie, tweet @frankiefrain and convince me.

RC: Thanks so much Frankie! Good luck with HFUT!

FF: You guys are awesome, Phil! Thanks for letting someone who exists in the margins of the indie film world blab about his projects on such a great site.