Behind the Scenes

Here you can read some interesting facts about the movie, arranged chronologically.

Click here for Storyboard-to-movie Comparison (QuickTime)

See how the drawn storyboards translate to an actual scene in a clip from Port Washington.


  The opening bar scene was one of the last things shot. Originally the film was to have a "bar montage" of the three main guys going to a variety of places but that proved too difficult for a low budget shoot. About 100 storyboards had been drawn for this, and some shots had actually been filmed. These were all scrapped.

  As an alternative to this the main "topics" that needed to be addressed during the sequence (who lives where, jobs, the city) were condensed down into a single bar scene. It was rewritten on an airplane 6 months after the main shooting using a PDA. Guess that beats bar napkins.

  The line "She has friends?" was Jason Jones' favorite for that scene, but somehow we forgot to film it on the day! As a replacement, a background print of the bar's wall was printed, Jones stood in front of it and said the line.

  The place Steve works was filmed in 3 different locations. One for the main interior, another for the front desk, and a third for the exterior.

  Erica's introduction originally took place in slow motion with the Nelson song "Love and Affection" playing. However in about the third year of editing this was changed back to normal through clever editing.

  Faint outlines from the game "Battlezone" can be seen on Steve's monitor in the CAD displays. As a huge videogame fan, Ben Heckendorn felt obliged to put as much gaming reference in the film as possible.

  Steve and Mike's apartment was also filmed in 3 different locations. One for the living room, another for the kitchen, and a third for Steve's bedroom and bathroom.

  During the video store scene a DVD New Releases rack can be seen. As the movie was to take place in 1999, there are very few DVD's on the shelf, and they're all Warner Brothers releases. This was meant as an inside joke for early fans of DVD.

  The cookie scene was Michelle's favorite, or at least the one she most looked forward to shooting. The idea was to actually give the characters some time together doing a somewhat domestic thing. (Plus it gave us delicious props) Regardless, the scene ran long when edited and some insert shots were filmed after the fact to allow some "lifts", that is, to remove a section without anyone noticing.

  Steve's hand picking up the phone is actually that of co-writer Dale Nauertz. For various close-up shots people's hands were used for others, in fact we actually had a running list in our heads of whose would work for whose. Typically Dale could double Derek's hand, etc. Jason Jones had very short fingernails (Frodo Fingers, as he calls them) and thus could not double his hand for anyone. What a shame.

  After Steve's depression trip you can see Ben working on a computer. On-screen are the designs for his Atari VCSp Revision 5, which at the time of filming was the most current model. (If that doesn't date this film nothing will)

  Steve's static-filled TV was a special effect as it's difficult getting TV's to do that now in this "high tech digital age"

  Tracking shots such as the one through Ben and Mike standing in the doorway look at Steve's static-filled TV were done using a wheelchair.

  The plant with the camera eyeball prop (really just a marble) is still alive and has grown well.

  The digitally inserted sign outside Steve's place of work says "McGuffin & Associates" McGuffin is a reference to a Hitchcockian term meaning "the thing that gets the plot moving"

  The movie was filmed in 2002 but took place in 1999 causing us to have to worry about silly little things like soda and beer can labels. When the movie was starting up, spring of 2002, both Miller and Pepsi were changing their graphics. Ben bought several cases of each before the old designs were phased out so there'd be a supply of "older looking" cans and bottles for the movie.

  All beer in the movie was actually apple juice and we saved the real drinking for after scenes got done.

  The picture of Mike at New Years was originally a picture of Ben Heckendorn from Wisconsin Dells drinking binge. Only 4 women were in the original shot, the rest were added. Then Jason Jones' head was stitched over Ben's, and in the movie Steve's head is stitched over Jones'. What a mess!

  Ben talking about how to make the digital photo is the only shot in the movie done in 1 take. (No retakes, first time was perfect) Everything else averaged 5-10 takes.

  For Erica's discovery of the photograph a coffee cup was specially made for her boyfriend Jason (Steve Wagoner) that said "I've Used Up All My Sick Days So I'm Calling In Dead" Unfortunately it doesn't show up very well. Darn.

  The low-angle shot of Erica looking down at the photo was filmed with the same camera mount used for the "jet ski over the camera" shot.

  When Erica is standing looking at the photo she appears to be shaking with rage but she's actually laughing at something. However, with the audio gone she appears upset, and it worked well for the scene, especially since it was re-edited in a different way than originally intended.

  The front desk part of Steve's office was originally empty and had to be filled with props. Easily the most time consuming of these were the scads of notes and papers, all which had to say something. On widescreen or PC versions of the movie you can see a Post It proclaiming "Ben is Drunk" as a reference to the very stressed out Ben Heckendorn drinking a six pack of Budweiser while shooting those scenes.

  A shot was filmed of Erica running into the bathroom for the scene when she comes to work crying. But it was strangely funny and therefore omitted to keep the scene a somber.

  Ben and Mike are always holding Nintendo 64 controllers in the living room scenes but the music heard is never from an N64 game. Careful listeners can instead make out tunes from "The Adventures of Bayou Billy", "Gunstar Heroes" and "Earnest Evans"

  In almost every scene whenever possible someone would pull the loose change out of their pocket and place it somewhere in the shot. This is a really lame visual metaphor we came up with, because the movie's main themes are time and... change. "It's about change" Jones would say, plopping some down. You may groan now.

  All of the artwork in Steve's office is that of MC Escher, the artist best known for his "staircases leading into staircases" sort of work. This was meant to be an irony to the fact they work in an architectural firm.

  Near Erica's desk you can see an MC Escher drawing entitled "Liberation" (a reference to her character) and a photo of a kitten (a reference to a later scene) Later on, when she turns down Steve for a date, a can of "Blow Off" can be seen.

  The fantasy scene Erica has of her and a future rich Steve was one of the earliest scenes envisioned for the movie. Originally a jetliner was to fly by the window to illustrate how tall the building was (several miles apparently) but this was changed to a space shuttle after 9/11. The shuttle is funnier anyway. The scene was filmed against bluescreen and composited inside a computer, much like a very low rent Sin City. Shortly after the effects were completed the space shuttle Columbia disaster occurred, at which point, regarding changing the scene yet again, Ben said "Forget it!" (But not in those words)

  A digital clock can be see before the supermarket scene reading 4:42. All clocks seen in this movie read 42 minutes past the hour, a reference to The Hitchhiker's Guide to the Galaxy.

  The car hood shot of the three guys in the car on the way to buy beer is the first example of "Suck Cam" - which is my custom camera mount using large industrial-sized suction cups and bungee cords. It was tested with a cheap camera first before we stuck an expensive one on.

  When Mike looks around the corner in the grocery store we had to digital change the expiration date on the Kool-Aid box to "00" instead of "03" as it originally was.

  The supermarket scene was set in the tampon aisle as it was decided early on that it would be the most uncomfortable place for the characters to possibly meet.

  The dialog in the supermarket was all looped (re-recorded and matched to sync later), as was about 75% of the total dialog of the movie. Filming in public places is very noisy and sound recorded there is often unusable. This also requires all sound effects to recreated, such as shopping carts hitting each other and footsteps.

  The sound-proof "Loop Booth" used to re-record dialog for the movie was built out of leftover pieces from the lighthouse set, plus an assortment of discarded carpeting. Ben Heckendorn's infamous "MGD Computer" was used for the recording. Clearly by that time Ben was tired of spending money on the movie.

  Due to Derek having to leave early that day the entire bowling alley scene involving him was film in a mere hour. It then took another hour afterwards to get a strike to film on camera. (We're all terrible bowlers)

  At almost every location we turned off the air conditioner because it was too noisy and we wanted to avoid looping. Unfortunately the summer of 2002 had record heat in Wisconsin so we started calling the movie "Port Sweat-a-Ton" Naturally many of those scenes required looping anyway, so our sweat was in vain.

  The "Preparation Montage" of the two guys getting ready to screw with Steve's date is Ben Heckendorn's favorite scene(s) of the movie.

  In the movie Ben puts a silencer on his pistol he made "using plans from the Internet" While the gun is real the "silencer" is simply a non-functioning prop that fits over the barrel. For safety the gun was never actually fired onscreen, and never even loaded with blanks. The muzzle flare and slide movement were put in using digital effects.

  The close-up of the capsule being filled with tranquillizer was done using an empty vitamin E caplet and a brass tube, as an actual .22 caliber casing would be to small to use for a decent onscreen shot.

  The theatre sequence was filmed in Reedsburg for the lobby and booth, Richland Center for the seats. All of the modern 2002 movie materials had to be taken down and replaced with old stuff. A "Minority Report" banner, basically a giant Tom Cruise, was too cumbersome to pull down and was thus removed with digital effects.

  The flying popcorn was done by Jones standing above it and yanking a fishing wire. Jones was then removed from the shot.

  Ben in the projection booth ended up being the most difficult sequence in the entire film. It took 4 times longer to film than we anticipated, it was very difficult to edit because of the timing of the movie trailers and a lot of equipment and props are in the scene and had to be dealt with. Even the musical score during the sequence took longer than normal.

  Before the SADSACK video you can hear a trailer for a fake movie called "Mime of Mine" Dale Nauertz played the voice of Adam Sandler, Karee Heckendorn pretended to be Meg Ryan. You can download the audio of this from the Musical Score page.

  The SADSACK public service announcement was the first thing filmed for the movie. It was done very early on, in January 2002, even before the main script of Port Washington was finished. Since it was one of the oldest Port Washington ideas, dating back to 2000, we knew it would be in the final product regardless, thus we could shoot it immediately.

  When "John" throws the TV off the bridge it landed on a big rock and somehow did not shatter. This has always amazed Ben.

  The "Woman of your dreams right next to you" visual in SADSACK is a fairly obvious reference to the late, great "Mystery Science Theatre 3000" Mr. B Natural would be proud.

  When the car runs out of gas Erica was originally going to to have little fantasy in her mind about what could happen next. All we filmed was a rocking car, steamy windows and a hand, but it was still too explicit compared to the rest of the movie and thus was cut.

  After the date we hear both Steve and Erica's opinions on it and they're edited to kind of criss-cross each other. It's also meant as a really lame reference to an Audrey Hepburn movie since Erica is having... ahem... Breakfast at Tiffany's.

  The "Dinner of Doom" sequence with the villain Ryan was also strangely difficult to film and get all the shots for. It was done in two different restaurants on several different occasions.

  Jason Jones loved his eyepatch and wig and spent most of his free time using it to quote Dustin Hoffman in "Hook"

  Ben crawling under the table was filmed in a completely different place than the restaurant. Also, most of the legs around him are fake, stuffed with newspapers and "bones" made of 2x2's.

  The shot of the girl reacting to the "legwork" was the last thing filmed for Port Washington. It was done against greenscreen and inserted into a shot of the restaurant.

  The ice cream Mike looks at is actually made of lard. This sounds strange but is more common in photography than you'd think.

  When the wallet is pulled out of the pocket it's actually Jason Jones' butt and not Reid Hanson's. We referred to this as "Stunt Ass"

  The drop of sweat over Ben's face as he gets the wallet was done with tubing taped up along his back and under his hat.

  No kittens were ever remotely in harm's way during the infamous "Kitten Scene" The scene was actually reshot - originally Ryan only had to dodge 1 kitten, but it was decided it'd be better if he had to dodge THEM ALL. Also weather affected the original footage. The new shots were done using bluescreen, camera splits and black luminance mattes.

  The shot of the tire stopping just short of the kitten is Ben Heckendorn's personal favorite special effect of the movie, and the one he's most proud of making.

  Due to lousy weather the interior shots of Erica and Ryan in his car were filmed in several locations, including 2 parks and Michelle's parent's garage.

  The grappling hook prop was made from large fish hooks, and thrown onto a scale model of a rooftop with a digital print of Milwaukee in the background. The "rooftop gravel" is actually road salt.

  The smoke coming out the grappling hook launcher was done by blowing a cigar into the tube before every take.

  The wall set was built flat and Jones had to "act" out gravity. Originally an actual vertical wall was planned to be built, but we ran out of time and also I figured I had tortured Jones enough in the previous months. The bricks were CNC routed out of insulation Styrofoam. A separate section was made for the close ups of the screw.

  We couldn't get the old lady at the same time we filmed Reid and Michelle at the elevator so we filmed the lady first, created a reference of the camera position, then filmed the other two people walking up 3 weeks later. The shots were then digitally stitched together.

  Jones pulling the mouse out of the box was filmed in reverse. Had he reached in normally and picked up the mouse it would have taken a few seconds to catch it and thus made the shot longer.

  After filming the mouse could have been returned to the pet store but would have ended up sold as snake food. We opted to set it free instead. And you can all rest easy, he wasn't flushed down a toilet either. Godspeed, "Neo" the mouse!

  Several lighthouses can be seen in Ryan's apartment. We didn't put those in, they just happened to be there as part of the actual owner's decor. We liked the foreshadowing and left them in.

  The man on the cover of Goat Porn Monthly is a heavily Photoshopped Ben Heckendorn. Ben also wishes he would have had an article on the cover saying "Which Ewe For You?" Oh well. Hindsight is 20/20.

  As Ryan flips through channels several audio clips from past Ben Heckendorn films can be heard. Plus a bunch of made up stuff.

  When the porno audio comes on the TV Michelle gets a shocked look on her face. During this she blinked, but later a special effect removed this blinking as it's more effective for her to simply stare.

  The return of Mandy the Bar Slut  (Carolyn Peckham) was filmed against bluescreen in Jones' driveway as we no longer had access to the Steve and Mike living room location at the time. Thus, Carolyn is crawling and kneeling on concrete, all the while thinking of ways to kill Ben.

  When the four friends arrive in Port Washington and look at the lighthouse, the shot composition was intended to resemble a cinema scene from the old Nintendo "Ninja Gaiden" game. Also the shot itself was laid out by Mike Adsit, who happened to be there at the time.

  Filming was done in the Port Washington Marina on 5 different occasions over the course of a year, and somehow every single time there was never a cloud in the sky. While this is a good thing for light it looks boring as hell. Thus, clouds were inserted in several shots, mostly during the boat chase. In fact, the only "real" Port Washington clouds are those behind Mike at the end when he shakes Ben's hand.

  During the summer the Port Washington Marina is quite busy and while we had permission to film there we couldn't get the lighthouse roped off. Thus, in almost every shot around it extra people were digitally removed.

  When Erica and Steve are sitting near the lighthouse the path behind them was free of people for every take EXCEPT the take used in the movie. So they had to be removed, which was especially difficult when Erica nudges Steve as rotoscoping had to be performed around her loose strands of hair. And people wonder why this movie took 4 years.

  As with the people, many boats were removed from shots to make the Marina look more deserted than it ever really is. We wanted to make the lighthouse look isolated -had we filmed in, say March this wouldn't have been a problem but we would have frozen to death in the process ;)

  The explosion was done with several layers of smoke, debris and fire. If you look closely you can also see bits of fireworks debris burning. Most of the concrete smashing noises were actually done with large chunks of ice. The debris seen laying around the damage later on is textured-painted chunks of foam.

  The lighthouse interior is a set built in a basement. Built of painted insulation Styrofoam, it was aged with paint, dirt and filled with old-looking debris. The rivets in the walls were accomplished by placing painted gumballs in CNC-cut holes (much cheaper than actual rivets)

  The shot of the police car leaving the station was the first piece of directed, in-color action filmed for the movie. The end sequence of Port Washington in general was the first thing filmed due to its difficulty, weather, water temperature and other factors.

  All of the water splashes seen during the end sequence were created a plastic wading pool filmed at night with just the water lit. For splashes rocks were used, for water spurts an air compressior shot water upwards.

  The only person to accidentally fall into Lake Michigan was Ben Heckendorn, and not even during the jet ski filming. It was during the final shot of Mike walking back to his raft. A cel phone was destroyed, but Ben managed to catch his arm on a rock to save the camera, which he figured was worth more than his elbow. The scar on Ben's left arm can be seen in other parts of the movie.

  Port Washington contains 220 special effect shots with most of them occurring during the final sequence. In fact, during the boat chase, practically every shot that takes place outside the lighthouse has some kind of effect in it.

  The smashed edge of the concrete breakwater was a 1/5 scale model made from a mass of artificial flower foam (the green stuff) Texture paint, wire "rebar" and a big pipe were also used to add detail. Only one "end" was built.

  During the boat chase the sun slowly sets (done with filters in editing) and if you look carefully, the angle of light on Erica changes as well to demonstrate the setting sun. Since the movie has a theme of "time passing" it felt appropriate to end it racing against a sunset.

  For several point-of-view shots in the boat chase a camera was actually bungee-corded and duck-taped to the front of the jet ski. It could film for about 20 seconds before the lenses became hopelessly covered with mist. Wiping with a lens cloth allowed us to continue. For obvious reasons this was done with a cheaper 1 CCD DV camera and not the main units.

  Greenscreen compositing was used for several shots during the chase as a way to reduce the number of shots that had to be filmed on the water. Ben's rather bland "action outfit" is red and tan, allowing him to be photographed on either green OR blue screen.

  Several CNC routed high-density foam pistols were made for the boat chase to avoid dropping an expensive gun into the depths of Lake Michigan. The foam pistols were not only cheap but would float too. Of course, despite all this preparation we never dropped one.

  Three different jet skis were used plus a physical model of one and a CGI version.

  Gus's POV shot of the lighthouse when he sees Mike walking out was actually a model boat windshield (complete with dirt specs to match the real one) filmed against greenscreen then composited onto a background shot.

  The rocket launcher was a disabled Spanish army model that was "brought back to life" with computer effects. It actually folded up nicely into 2 pieces, allowing it to fit in a duffle bag as the movie suggests.

  Originally the chase ended with the jet ski getting damaged, Ben jumping onto the boat, throwing Gus off, jumping off himself and the boat hitting a wall. But this was seen as too typical and was changed to the rocket launcher ending a few weeks before it was actually filmed.

  The ending, with the panning shots of the beach and water sounds are a reference, an homage if you will, to the ending of the original (and best) Planet of the Apes.

  The movie was to originally end with Steve and Erica's wedding but this proved astronomically difficult to plan and would have possibly cost more then the entire ending sequence itself. So now they just kiss and it's "The End"

  The bar scene after the credits was filmed in 2003 and Ben and Mike order Miller Genuine Draft (their characters, like the director, switch from lite beer after the ordeal of the movie) To make sure the bottles they received matched 1999 models, Ben checked the movie "Office Space" which was filmed around that time and had people holding MGD's in a scene. Luckily, as of 2003 the bottles had not changed. Thanks Ron Livingston, for drinking MGD in a movie.