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Making Hit and Run
HIT & RUN came together quickly - from Andrew Panay prompting Dax Shepard to come up with a premise for a great car chase movie in mid-February 2011, to a final script showing up just a month later, to putting the cast before the cameras in early June. "I had a very small window between the second and third seasons of Parenthood," notes Shepard. "So Nate and Andrew and I just said, 'Let's just go for it.'" Says Tuck, "Everything just kind of lined up for us. We had a great script, we had Dax on hiatus from his television show, Kristen Bell was on hiatus from her Showtime show (House of Lies). We knew that Tom Arnold was available in June, we knew Bradley Cooper was available for a week and a half in June. It was now or never."

Though Tuck and Panay originally considered working directly with a studio, it was eventually decided to produce the film independently, with the support of Jim Casey and Kim Waltrip of Kim and Jim Productions. "We had no studio breathing down our necks saying anything to us," says David Palmer. "We weren't shipping dailies off for anyone's approval - Dax and I would shoot a scene, look at each other and say, 'We got it,' and move on. Kim and Jim just let us make the film. They literally gave the keys to the kids and wrote us a check and said, 'Go do what

HIT & RUN Production Notes Page 14 you do.'" Producer, Kim Waltrip, who was on the set every day said, "No one on the team took our investment for granted. They put their professional feet forward and made sure they brought in the best possible product, which we are extremely proud to be part of."

Principal photography, filming Shepard's 150-page script, took place over a six week/28 day shooting period. "It's a hard enough task to shoot 120 pages in that amount of time, but to shoot that many pages was a daunting task," Palmer says. Notes Shepard, "We had a very short schedule, and a big chunk of that was taken up by these car chases - and you can only shoot 'em so fast." The team shot a car chase movie in about half the time it would normally take to shoot a straight comedy on its own. "When we were finished, we weren't one day behind - we didn't have that option." Bell returned to House of Lies the day after shooting wrapped, with Shepard back on the Parenthood set just three days later. "If we had missed one day, we'd have been screwed."

With a modest budget and short schedule, the production made use of every available shortcut and relationship. "I personally called General Motors and begged them to loan us cars, which they did - we could have them, as long as we didn't smash them," Shepard recalls. "I was, like, 'Okay, it's a car chase movie. . . ,' so that was stressful." The crew also lent some of their own cars, and Bradley Cooper even let the production shoot at his house for one scene. "Everybody was just kind of offering things, like, 'Oh, I can do that," or 'You need extra picture cars? We can use ours cars.' It was incredible. When you don't have the option and you don't have the money, you just get it done."

While for Brother's Justice, David Palmer wore multiple hats - as did a good many of the crew - co-directing and acting as director of photography, this time around he decided to focus strictly on directing with Shepard. "This time, I did step back and say, 'Let's get a cinematographer. Let's bring in Bradley."

Bradley Stonesifer had previously worked with both Palmer and Tuck on a number of music videos and commercials. "They'd talked a little about their narrative projects, and they'd known I had done a handful of features," he says. "So when they time came to do HIT & RUN, they brought me in to meet Dax, and we hit it off. It was a lot of fun." Adds Palmer, "We shot two-camera the whole movie, so I still operated half the time. But it was nice to have the heavy lifting done by somebody else, especially somebody as skilled as Bradley. He did a terrific job."

The cinematographer brought a work ethic with him that was a perfect fit for the HIT & RUN guerrilla filmmaking team. "Bradley is a warrior, and that's why I brought him in," says Palmer. "I knew we were under-funded, not enough time, too many pages to shoot - and he'll move mountains to get a shot." Panay was also happy to have Stonesifer aboard. "He lights beautifully - the movie looks great. Giving a movie a unique and consistent style from beginning to end requires real talent, which Bradley gave us."

The look of the film, Stonesifer says, evolved quite a bit from the initial discussions to what eventually made it through the lens. "At first, they talked about, 'All right, we need to make kind of just a nice, indie fun drama.' But that pretty quickly turned into, 'All right, let's make this grittier, action, high energy.' We knew that we weren't going to fool anybody if we tried to make a Fast and Furious on our budget. The audience has visual expectations of huge car stunts and huge actions sequences, and we just didn't have that capability."

HIT & RUN Production Notes Page 15 Instead, he and his directors worked creatively to capture the characters in a more organic way that pays off in spades, bringing the audience as close as possible into the characters' worlds, both in dramatic scenes, as well as action sequences - many of which occur at the same time in HIT & RUN, giving the film a style unique to Shepard's sensibilities. "Our big relationship blowout occurs right in the middle of two big action sequences," the actor notes.

"We traveled with the characters," says Stonesifer, "shooting a lot of handheld inside of cars, using hood mounts and 'hostess trays,' attaching the camera just outside of car windows. It was cost effective for our budget level, and still gave us some really high energy footage."

The film was also shot at 2.35:1 widescreen, which gives it a big look, instead of the more common 1.85:1 typically seen in comedies. "Everybody knew it was a comedy we were making, with a lot of action/adventure, but I love cinema. I love going to the movies and experiencing a movie, and there's nothing grander than seeing big, wide, open shots of landscape and action, and we have plenty of that here." He and Shepard were on the same page. "All the cinematographers/filmmakers I like - Robert Elwsit, Wally Pfister - shoot 2.35:1, and I wanted to push it in a more filmic direction," says the director.

Though Shepard and Palmer co-directed the film, by no means was there was a split of duties. "That's not how David and I work," Shepard says. "We're a team in every sense of the word." Panay agrees. "I think they're complementary. Palmer is great with the camera, and I think that's something special he brings. But the balance between the two guys really makes things pop. They have a quiet agreement about everything. They trust each other, and just have a connection that works."

Stonesifer appreciated both Shepard's unique comic timing sense, and welcomed Palmer's many hours behind the lens. "Dax has a lot of experience being on camera, and he's a great actor. He's really confident in his story, and he's also a quick learner when it comes to the technology - what lenses can do, optically, and where you can and can't put the camera. And David's very competent and knowledgeable when it comes to the gear, equipment and aesthetic. Those two were a great combo for creating the world they wanted to see happen."

Shepard not only had Palmer to turn to for feedback, but also his old Groundlings pal, Nate Tuck. "Nate is a huge, huge piece of the puzzle. He and I have been friends the longest of anyone, and we have the exact same sensibility on everything. It's uncanny how similar his and my opinions are. He is my creative soul mate."

Directing scenes while acting in them is always a challenge for any actor, though Shepard actually considers it an advantage. "You can feel from inside of a scene where it's broken. I don't think you need to be observing it at the monitor to feel that - in fact that can sometimes be a hindrance. It might look authentic, but if you're an actor in a scene, you can feel internally that it's not authentic and not real. I can tell when I've not delivered, and I can see the other actors in the scene nailing certain parts and needing help on other parts. So in that way, it can be beneficial to be directing from the inside out."

Panay found Shepard's directing performance, frequently shifting from on set to behind the camera, inspiring. "It's pretty impressive watching him direct while he's acting. He'd go back and look at the frame, and then go back in and coach his actors - yell 'cut!' and coach them right there, standing next to them."

HIT & RUN Production Notes Page 16 Shepard had the unique challenge of directing his friends - something of a concern for the hyphenate actor. "It was tricky, because not only was I directing my fiancé, I was directing every one of my best friends that I've known for ten years." But there was nothing to fear, he soon found out. "He's one of my best friends in the world," says Rosenbaum, "and when you're working with your best friend, you just say, 'He's directing this. It's his vision. I'm just his puppet.' I just told him, 'Do whatever you want, man. Whatever you want, I'm doing it.'"

The cast found it particularly rewarding, having the film's writer directing them. "The writing was so good, you didn't really have to do too much with the script," recalls Rosenbaum. "Dax wanted his words to be said, but then, after we'd give what he had on the page, he'd let you improv a little and go off on your own after a couple of takes." Bell agrees. "He'd allow us to play a little bit, but because he had written it for his friends, he already knew how everyone spoke, so he's got your voice down. So whatever you would normally change in a script to play a character was already there for you."

Rosenbaum knew, when creating his character, that Shepard knew that character's voice best. "We sat down at lunch one day and he asked me, 'You trust me?' And I said, 'Of course.' He had a vision of Gil, and he was dead on. As an actor, you often think, 'Am I doing too little? Should I do more?' He kept me right in that box, right in that area where I needed to be. I was really impressed by him."

HIT & RUN was filmed entirely on location in Southern California, with the towns of Piru and Fillmore mostly sitting in for the Central California locales of Charlie and Annie's home, Gil's house and the college where Annie works at the beginning of the film, with Ventura Farms, near Westlake Village, providing the setting for Clint Perkins' ranch. "I grew up in the Bay Area," says Nate Tuck, "and when you drive up to Tahoe, you always drive past small towns like Auburn and Roseville. Piru, Fillmore and Newhall Ranch have a lot of that same feel, with small mountain ranges around them."

Open road driving scenes and car chases were filmed at Fort Tejon Ranch, near Frazer Park. "It's just a gigantic playground," notes Shepard. "It's just a massive, massive hunk of land that is at your disposal. It's all mountain roads and little valleys. They let you go crazy there."

"This was entirely a location shoot," says Nate Tuck. "Our location manager, Caleb Duffy, had a heck of a time finding this many locations in four weeks. It was amazing what he accomplished." Notes Palmer, "We all put 2500 miles on our personal cars. But we could all sleep at home, which fit well with our budget, as well as being more comfortable for everybody."

Another cost-saving measure allowed the appearance of the film's biggest star: Dax Shepard's 1967 Lincoln Continental. "I call her 'Lady Lincoln,'" says Kristen Bell proudly. "She's the real star of the movie - I'm just the supporting female." Says Shepard, "Kristen comes in at about 600 horsepower - the Lincoln is 700." "What can you do?" asks Kristen with a smile.

Shepard had had the car for ten or twelve years, but, at some point not long ago, decided it needed a facelift. "It was just an old Lincoln with 49,000 miles on it that I drove occasionally. But it stopped poorly and was slow and handled terribly. It was my favorite sedan ever made, but I just wished it drove like a brand new M5 or CTS-V."

HIT & RUN Production Notes Page 17 So he hired movie transportation captain Tony Loguzzo and his son, Tyler, to bring the vehicle up to par, installing, over a year and a half: a 514 Ford Racing Crate engine, fuel injection, coilover suspension and disc brakes, among other things. Notes HIT & RUN's stunt coordinator, Steve DeCastro, "He wanted the baddest Lincoln around, and it is - it's the baddest Lincoln around."

On the day it was completed, Shepard proudly took his fiancé out for a test drive and lunch. "I was very excited, and I said to her, 'What do you think?' And she said, 'You spent a lot of money to make this thing sound like it's breaking!'" As Bell recalls, "It sounded like it was going to blow up. The whole thing was shaking while we were riding in it," due to the enormous camshaft Shepard had installed. "I didn't understand that that was a good thing."

Her observation about the car, like so many conversations from her and Shepard's real life, can be heard in the film, when Annie takes her own first ride in the beast. Regardless, Shepard maintains, "This car is tits. It's a real life monster."

Another Kristen Bell observation also made it into the film, this one regarding the type of people the car attracts. Says DeCastro, "Kristen calls it a 'dude lure.' It's a guy's car. You hear that thing coming, if you're a gear head, you're going to look at it." Shepard noticed that from his very first drive.

"Invariably, every single guy we would pass would stop whatever he was doing and turn and stare at it driving down the street. It has that effect on all men." It's the type of men that it draws that bothers Bell. "It's an aggressive type. And it's not the type where I'd be, like, 'Hey, let's invite those guys over for a Saturday night and cook dinner.'" Somehow, Shepard can relate to the men fawning over his Lincoln. "The Hollywood hillbilly is not a myth," he says. Adds Kristen, "I'm lucky he's got all his teeth."

Shepard's other four-wheeled beast also makes its film debut: his Class I Tatum dune buggy. "That's my real-life race car. That's basically a 700 horsepower Baja 1000 race car. And it is an absolute monster. I have jumped that thing 15 feet in the air, and it lands like you're on the couch. It's a total bone grow." And, yes, all of those dials and switches on the Tatum's dashboard, which baffle Charlie as he tries to start the thing, actually do something - lights, cooling fans, navigation, oxygen switch and plenty more. "It doesn't come with a manual - I was as baffled as Charlie was when I first got the thing," he laughs.

The car gets to do the very jump Shepard described, in the latter part of the story, as Charlie and Annie, trying to escape their pursuers, take Clint's car - the Tatum - which he keeps in his barn, and bust out, jumping over Randy's van and Terry's police cruiser. "Kristen was in the car with me, and, even though I've had that car for two years, she'd never gone out for a ride in it with me," Shepard says. "So that was her first time, jumping those cars - and she loved it. We hadn't even landed the first time we rehearsed - we're at the apex of the jump, and she screams, 'I want to go again!' Like we were on a roller coaster!"

It is, in fact, Shepard - accompanied by Bell - who is seen driving in EVERY scene in which Charlie drives, doing all of his own stunt driving. "I always loved Bullitt," he says, "and as I got a little bit older, I learned that Steve McQueen had done all of his driving - that elevated Bullitt beyond just the actual driving set pieces. Knowing

HIT & RUN Production Notes Page 18 that he was driving the car really upped my interest. That became one of the fundamental building blocks of this movie - for me to do all my own driving."

Seeing Shepard and Bell racing through the various chase scenes in the film themselves has an enormous payoff for the audience, says DeCastro. "It makes it real. You know it's him. It's clear throughout this whole movie that it's Kristen and Dax in every single scene driving that car. And that's what Dax really wanted - he wanted that to come through for the audience."

Though Shepard had had plenty of track time, driving sequences alongside professional drivers was another matter. "We had four cars running around like crazy, and we had great drivers in all those cars. Dax is a great driver, but when you're driving a car on the track, it's different than driving to camera, and he just picked it up like a pro, right away."

DeCastro was, of course, initially concerned about the idea. "He's the writer, the director, the star - he's everybody. So if he gets hurt, that's huge - the whole production shuts down." The stunt coordinator made sure to provide careful supervision, along with plenty of rehearsals, to make sure the star remained safe, as well as drove stunts like nobody's business.

His sidekick - Bell - had no problem doing stunt scenes. "Kristen was having a blast," he says. "She trusts Dax 125%. Those guys were so great together - at times a bit annoying because they were so cute!" he laughs. "I'd have to go over there and say, 'Hey, guys, can you stop smiling? This is supposed to be a chase scene!'"

Shepard wasn't the only cast member doing his own driving - Cooper and Rosenbaum also got into the act. "We would set up some pretty safe scenarios for guys to do stuff that either they had never done or certainly hadn't done since they were 16 years old," Shepard explains. "That's a testament to Dax," notes Bradley Stonesifer. "He fought tooth and nail the whole time that he wanted his actors doing as much of the stunt driving as possible."

It was, in a word, a blast for the cast members. "I'm not really a car guy," admits Michael Rosenbaum. "I play hockey and guitar, and I play board games. Dax was trying to teach me how to change oil, but cars and racing are really Dax's world, not mine. But where else would you be able to do your own stunts?" At first, the actor was a little timid about things, but quickly got into the groove. "I was, like, 'Well, that sounds scary, so I'm going to pass on that.' But the adrenaline starts going, and you're, like, 'I want to do this,' and I just loved it. I wanted to do it over and over again."

Palmer observed the same thing with Bradley Cooper. "He got to do his own stunt driving, and nobody ever lets him do that. I was in the car filming him, in that final chase scene, and we would just stop and crack up. He was just having a gas. He'd go, 'Maybe we should do it again' or 'You want me to do it one more time?'"

Tom Arnold didn't get to do any driving stunts, per se - but did get roughed up by his van a few times. Early in the film, when the van takes off without him, Arnold, chasing after the vehicle, would bang into the van - only partially on purpose. "He really took it on the chin in this movie," says pal Dax. "He gets his ass kicked in every single scene - and he was loving it." Adds Palmer, "Tom's in good shape, but he's not in great shape. And we had this poor guy out in 90 degree heat chasing the van, firing guns, just trying to get coverage of him from every angle. He took a beating that day in particular, but never complained."

HIT & RUN Production Notes Page 19 Life actually imitated art during the filming of the Tatum's jump over Randy's van. "Tom was supposed to pull up in the van and hop out," recalls Stonesifer. "But he never could get the van in PARK, so as he's getting out and yelling, the van slowly started going down the hill." Arnold ran after it a little bit, but eventually gave up, production assistants having to go chase the thing down through a field. "The irony is, his character does the same thing in the movie! Let Tom do what he does, madness will ensue."

Planning car chases usually starts with the writer's description in the script, though, as Nate Tuck notes, the team didn't quite have that luxury with this project. "It's funny, Dax wrote every single scene in the script with such detail. But when it came to the car chase scenes, it just said, 'Car pulls off the road. Car chase ensues.'"

Planning such scenes usually involved Shepard, Palmer, Stonesifer and DeCastro gathering at a lunch table and mapping out the moves using a bagful of Matchbox cars DeCastro keeps on hand for just such a purpose. "We'd trade ideas," says DeCastro. "I'd say, 'This is what I envision the chase as,' and Dax would say, 'Well, this is what I envision.' It's all very well calculated, but when you get there on the day, everything changes."

Such was the case with the film's biggest chase sequence. Shepard had been a fan of race car driver Ken Block's wildly popular Gymkhana viral web videos since the first appeared in 2008. "I'm obsessed with those videos," he says. "They're so amazing, nothing can top those." The clips feature Block racing about wide open track and other locations, performing near impossible moves that leave racing enthusiasts drooling. "I wanted to redo Gymkhana - I wanted to prove that I could do the Ken Block driving."

The original video was shot at the closed El Toro Marine Base in Orange County, which Shepard had hoped to use, as well. But costs for the facility made the site prohibitive, so the production used the next best thing - its nearby neighbor, the also-closed Tustin Marine Corps Air Station. The facility features two gigantic former blimp hangars, each 1100 ft. long and nearly 200 ft. high, built in 1942 and registered as National Civil Engineering Landmarks, the largest such wooden structures anywhere at the time they were built. "They're daunting spaces - they're epic inside," says Shepard. "To be able to show up at a playground like that was just unbelievable."

The sequence proved nearly impossible to map out ahead of time, with storyboards and animatics - typically a staple of planning such sequences - financially out of the question. "Palmer and I really had no experience shooting anything like this," Shepard says. The two just went to the site, hopped in a car and let the ideas flow. "We went down and scouted," Palmer recalls. "Dax and I toured the place, and then we just started driving around. He told me, 'Turn your camera on,' and he started driving around going, 'Let's just drive the pattern and see if we can map this out.'" Says Stonesifer, "Dax drove on the day. We just let the movie shoot itself."

Filming that sequence, as well as the other chase sequences in the film, would normally have required expensive camera equipment - boom arms, cranes, gyroscopic heads - the kinds of things absolutely out of range for an indie production. "We had 18 days of car shooting, but we didn't have the resources that a big studio picture would have," describes Stonesifer. "So we asked ourselves, 'What's a great alternative affordable way to pull off these scenes?'"

The cinematographer turned to a fellow DP and mentor, who suggested a unique approach. "What we ended up doing was taking an offroad vehicle, called the Polaris Ranger RZR, and I had my key grip, Torrey Schoerner,

HIT & RUN Production Notes Page 20 make a bungee mount for me to hang off the back and shoot car chases handheld." Now, that's ingenuity - and guts. "We had a lot of shots that required big balls," says Shepard. "Brad is a grizzly bear - and I needed a grizzly bear. He is intuitive, and he's just a tough son of a bitch."

"Bradley is a gorilla," says Palmer. "You can strap him onto some crazy car, you can throw him anywhere. He is literally a 220 lb. gorilla - he's able to just attack whatever we needed. He never said 'no' - he always said, 'Yes, let's do it.' Plus, he's got a great eye." Adds the cinematographer, "Necessity is the mother of invention. We just willed our way to put the camera wherever we wanted. It was dangerous at times, but it was also exhilarating. We had to push it in order for it to feel real - even if that means pulling big turns at 50 miles an hour with me in the back seat, hand-held with the camera. You feel like you're on a roller coaster, you want to scream like a little kid. It's just fun."

There was one other scene in HIT & RUN which no doubt brought its own challenges - perhaps more so than the Tustin car chase scene: the Lemon Party. "I had never heard the term 'lemon party,' but once I saw it, it was very clear what it was," Stonesifer explains.

Shepard and Bell were once vacationing in Maui, and had gone out from their hotel room for the day, only to return to find another family had moved their belongings in. "There were, like, baby dolls lying around, and their clothes were put away, even though our clothes were still there," Shepard recalls. "I thought, 'This is insane. How on Earth did this happen, and how did they not notice our stuff's here?' And had they come in while we were there, God knows what they would have seen!"

The incident stuck in Shepard's head - until he was writing HIT & RUN. What would happen if Bradley Cooper walked in on a room full of shriveled naked seniors - a lemon party? "I mentioned it to Nate Tuck - I said, 'Well, I would love this, but this is probably too much.' And he said, 'No, no, I love it, too. And even if it's just you and I that laugh, that's enough.'"

The producers quietly answered Craiglist ads and scoured nudist groups until an appropriate quartet of old folks was assembled, ready to catch Cooper by surprise.

In the film, Cooper's Alex Dmitri gets wind that Charlie and Annie are hiding out in a motel somewhere and busts into what he believes to be their room, only to find a group of naked old people partying it up. "We didn't tell Coop they were naked - he found out when he walked in. I wanted a real surprise."

It was a first for a number of crew members - but not all. "I'd never shot a group of old people naked before," admits Stonesifer. But Palmer had. "Fortunately for me," he says, "I have a documentary on Showtime called Strip, about a photographer who takes pictures of clothed and naked people. So I had spent many days shooting fully naked people. So when it came to our day, I was, like, 'Okay, I've seen this.'"

The old folks had a good time doing the scenes. "I think they enjoyed having their clothes off more than on," Stonesifer recalls. One fellow in particular - a gentleman named Graham - upon his arrival, Nate Tuck described to his director as "camera-ready - VERY camera-ready," prompting Shepard to bring him back for a second day for a . . . special shot.

HIT & RUN Production Notes Page 21 "The night after shooting with them, I got home and I thought, 'Oh, I really wish we had gotten a shot between Graham's legs, where we could put Cooper between his legs. That would be great,'" Shepard recalls. "And it worked out perfect. The penis is just right above his face." Framing is important.

"I was sitting there, with my camera assistant, John Reyes," says Stonesifer, "and we're asking the gentleman, 'A little bit to your right - could you step a little bit forward?' We both looked at each other and said, 'Well, I guess we've officially done it all now.'"

But it's all in the name of fun. "All Dax and Kristen wanted to do was go out and spend a couple of months with their friends and make a fun picture," the DP notes.

"This movie was like one big birthday party for me," says Shepard. "It's the woman I love the most as my co-star, I'm peeling out and doing donuts and jumping other cars, and it's all my best friends gathered together for six weeks, which I never could have arranged otherwise. This was everything I love all in one concise little package."


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