Actor Quinn Shephard wants to learn the ropes on small-budget films.
Actor Quinn Shephard wants to learn the ropes on small-budget films.

The upstairs dining room buzzed with hungry patrons at Amelia’s Attic, an antique store on the Gainesville town square. The customers were drenched in sweat and a bit smelly. Some wore prison uniforms marred by dirt and grass stains –– they’d had to hit the ground earlier in the day after a guard fired his rifle into the air.

Store owner Donna Hertel beamed. She owns several businesses in town, and all were booming thanks to a film crew in town to shoot a movie during four weeks in August and September.

“This time of year is normally kind of slow,” Hertel said after setting out a spread of spaghetti, green beans, salad, and sweet tea.


Every day Hertel prepared dinners at her restaurant, Sarah’s on the Square, and delivered the fare on set or served it at the antique store. Some cast members, including Fort Worth’s Barry Corbin, stayed at her bed-and-breakfast nearby. She walked on clouds for a month, enjoying a 50 percent increase in business while thrilling to a famous film and TV star renting one of her rooms.

“He’s been very polite,” she said. “He likes to get out into the community and talk to folks, and he likes to sit in the kitchen and relax and have a beer.”

She wasn’t the only business owner in town who saw her profits increase after about a hundred new faces hit town.

“The hotels and restaurants –– and I’m sure the bars –– have noticed,” she said. “It’s been a fun experience for the people whose properties have been used. The movie is generating a lot of buzz.”

California is still ground zero for film work in this country, but the Golden State has steadily lost business to other places over the years. The exodus began after Canada enacted its incentives program in 1997, designed to boost its economy and create jobs by offering cash grants to filmmakers based on a percentage of money spent locally during a production.

Canada’s giveaways didn’t affect just California. Movies that typically would have been filmed in Texas, such as Texas Rangers in 2001, moved to Canada as well.

American lawmakers saw the impact on the Canadian economy and got busy. Now about 40 U.S. states actively recruit crews by dangling tax incentives for commercials, videos, TV shows, movies, and corporate projects filmed locally. In 2002 Louisiana got a jump on the other states by building production facilities and is now referred to as Hollywood South. More movies were filmed there last year than in California, including Dallas Buyers Club, 12 Years a Slave, The Butler, and Now You See Me.

The Texas incentive program is fairly competitive, but some filmmakers gravitate toward sweeter deals offered in Louisiana, New Mexico, Georgia, and other states. Texas lawmakers responded in 2013 by raising the state’s incentives budget from $32 million to $95 million, the highest it’s ever been. Gov. Rick Perry signed off on it last summer. State Rep. Dawnna Dukes, an Austin Democrat, was among those spearheading the effort, with a big push from hotel owners.

“Gov. Perry is our hero,” said Linda McAlister, a talent agent in Texas who spent years lobbying lawmakers for incentives. “He encouraged the legislators to listen to us and help write bills for us. He believed in us. We had actors that drove to the capital on Lobby Day and spoke to the legislators.”

Corbin was among them. He keeps a home in Fort Worth but spends much of his time in Los Angeles. He’s watched film productions steadily decamp from L.A. for greener pastures, and he wants more of them headed to Texas.

Fort Worth filmmaker Porter Farrell just completed writing and directing his first movie, the dramatic comedy Windsor, filmed in Gainesville. Farrell chose North Texas because it’s close to home for him and much of his crew, which cuts costs and makes it easier to stay close to families. Still, it wasn’t an easy decision. Texas incentives favor big-budget productions of several million dollars, far larger than Farrell’s budget. If he weren’t a native Texan in love with his own state, he would have filmed in Louisiana, he said.

He applauded Texas for increasing its budget for movie production but sees room for improvement.

“There is a reason why all these movies are being shot in other states,” he said.




McAlister, who has offices in Los Angeles and Waxahachie, was talking to a Fort Worth Weekly reporter a few months ago about other things when she mentioned a script. She described Windsor as among the best scripts she had ever seen (she reads about 600 a year). The screenwriter, a Fort Worth guy, had another Fort Worth guy, Corbin, in mind to star. Filming was to begin in a matter of weeks.

“He said only Barry could do this role,” McAlister said, quoting Farrell.

Corbin is always flattered when someone writes a character specifically for him, but that doesn’t mean he’ll like the script or sign up for the role. As it turned out, he relished the words and felt a kinship with his character, Gil, a wise old man in an itty-bitty town who inspires a group of high school kids.

“There’s humor to the character and dramatic moments,” Corbin said. “It’s a real-life kind of character. The script reminded me of an updated version of The Last Picture Show. The character Gil is kind of like the Ben Johnson character in that movie. Ben and I were good friends, so that kind of colored my decision too.”

Windsor doesn’t scream “Hollywood hit.” It’s neither dark nor edgy and offers no explosions, sex, horror, or computer-generated imagery. But McAlister and others envision the ensemble piece blossoming into another Diner, The Breakfast Club, or even an American Graffiti, the small-budget ensemble movie that catapulted Fort Worth’s Candy Clark from unknown actor to Oscar nominee in 1973.

McAlister encouraged me to call Farrell. So it was surprising when I found myself on the phone with a gruff guy who showed no interest in being interviewed or participating in a story about his movie. Uh, OK. We hung up, and that was the end of it.

Except I couldn’t let it go. Why doesn’t he want a story? Who makes a movie and shuns publicity? I called back and pushed harder, and Farrell agreed to meet at a local restaurant.

Farrell is an oil and gas investment banker. Anyone who reads the Weekly, as Farrell does regularly, knows this publication has often criticized the manner in which gas drilling is performed and regulated. He’s a big guy with piercing eyes and a firm way of handling people. He hails from hardscrabble West Texas. He’s a former opinion columnist with the Houston Chronicle whose love for movies spurred him to write screenplays when he wasn’t pursuing oil and gas. Windsor is inspired by memories of growing up in Midland.

Our conversation began somewhat icily, but after we talked movies for a while, Farrell’s natural enthusiasm emerged. He’d written a script of substance, gathered a strong cast and crew, and was ready to make movie magic. Seeing my own enthusiasm, Farrell offered a rare invitation to a reporter — total access with my camera and notebook to his movie set.

While Farrell lacked directorial experience, he’s knowledgeable in an equally important area — raising money. Farrell puts together deals for a living. He knows how to count beans. Farrell had invested in a movie before and been burned. This time he’d make sure his investors were among the first in line to share in any returns. That way, they’d be easy to find next time he made a movie.

He has a distinct financial plan for Windsor: He would film his movie for under $625,000 –– bigger-budget movies get bumped up to a different Screen Actors Guild category, requiring cast and crew to be paid more. He’d tap into the incentives program that Texas offers filmmakers. And he’d forgo his own paychecks.

Farrell (trying to stay cool on a 100-degree day): “There were people competing for these roles.”
Farrell (trying to stay cool on a 100-degree day): “There were people competing for these roles.”

“I’m not getting paid for the writing, I’m not getting paid to direct it, and I’m not getting an executive producers’ fee, so I need the movie to make money,” he said.

Windsor follows the life of a small-town girl whose father is imprisoned after he attacks the corporate henchman trying to force him off his land. Madelyn Deutch and Joe Stevens portray daughter and father. Deutch is an L.A.-based actor and musician whose mother is actor Lea Thompson. Stevens has appeared in many Texas films over the years and played the lawyer who spars with Rooster Cogburn (Jeff Bridges) in the 2010 remake of True Grit.

Farrell’s movie features a large cast of promising young actors, including Nick Krause (the lovable Sid in The Descendants), Peyton Clark (Disney Channel’s I Didn’t Do It), Adam Hicks (Lemonade Mouth), and Quinn Shephard (Unaccompanied Minors).

“I’m flattered because they are working for scale,” Farrell said. “There were people competing for these roles. To decide to come to Texas to shoot a film in August for scale … immodestly, I have to give some credit to the script.”

At least one actor chose to work for the low pay to get an education. Shephard flew in from New Jersey and learned how to talk like a Texan in part because she wanted to work with a first-time director on a small film. She’s written a script of her own and is about to begin navigating the funding minefield. She wants to learn how to obtain incentives and produce a quality film on a low budget.

“Being on a film with a similar budget and production scale to what I will be shooting for is a huge learning experience for me,” she said. “It really shows you what’s important and what you have to value and how a small set like this works.”

Likewise, Farrell surrounded himself with a reliable crew. He tapped Fort Worth’s Adam Dietrich as producer, set designer, and right-hand man.

“I love filming in Texas,” Dietrich said. “I love the crews. We have the most amazing on-camera talent and locations. People work with you. We get great collaboration from businesses that want to do product placement.”

Windsor qualifies for a rebate of about 5 percent based on the amount of money that Farrell spent in Texas. Hire a camera operator who lives in Texas, get a rebate. Hire someone from another state, no rebate. Buy 100 bags of ice at a local 7-Eleven and get a rebate. Fly in ice from Iceland, no rebate.

At the end of filming, add up the money spent locally, submit receipts, and ask for a rebate. The money comes in the form of a check written by the state’s film commission after a review by the Governor’s Office Division of Compliance and Oversight. Bigger-budget films in Texas can qualify for as much as 20 percent. Nearby states offer 30 percent.

Deutch, rehearsing a scene with Corbin: “Barry is so easy to act with, it’s like acting vacation.”
Deutch, rehearsing a scene with Corbin: “Barry is so easy to act with, it’s like acting vacation.”

California has been blasé about incentives over the years, but after seeing its number of productions drop by half in the past decade, people there are squirming. Last month, California legislators approved a boost in that state’s incentives budget from $100 million to $330 million to try to plug the hole in the dam and save its multi-billion-dollar industry. Thousands of jobs have left the state. Hollywood has coined a phrase for it that sounds like a movie title –– runaway production.

Sonny Carl Davis, a longtime Austin actor, moved to Los Angeles in the late 1970s to find more work. He returned home in 2007.

“I thought, ‘They’re shooting more movies in Shreveport than they are in Burbank, California. What the hell am I doing here?’ ”

He’s acted in a dozen movies in Texas since then, including Bernie, and worked on TV shows such as Robert Rodriguez’ serialized version of From Dusk Till Dawn.

“Now my friends who are still in L.A. are asking me, ‘What’s Austin like?’ They’re shooting more down here and in Shreveport. New Orleans, Atlanta, Albuquerque, the Carolinas.”

The incentives aren’t without controversy. Some taxpayers grouse about the state giving money to Hollywood types (although rebates are given only on money spent locally). The Los Angeles Times examined the effectiveness of incentives in an Aug. 30 report showing that some states give out more in incentive perks than they receive in economic benefits. A few states — such as New Mexico, Michigan, and North Carolina — that jumped on the incentive bandwagon early have begun scaling back.

Texas was slow to enter the game, waiting five years after Louisiana implemented its program. Dietrich, like most producers, wants Texas to boost its incentives. He’s seen too many local crews relocate to New Orleans or Shreveport.

“It’s harder to attract producers from outside because, on paper, they don’t see the comparison between our state and another state,” he said.

Comparisons can be misleading. Texas lags in the size of its rebates, but moviemakers know they’ll find accommodating weather, scenic locations, and friendly people who still get excited about a movie crew coming to town. Need a house to film at for a few days? In California or Louisiana, you’ll probably  have to pay. In Texas, you’ll likely find someone who will offer a house in exchange for the chance to hang out on a movie set.

“Louisiana is just now getting to the point where they monetize everything,” Dietrich said. “L.A. and New York are definitely that way. You’re going to pay top dollar for every location, every single element of your production. In Texas, that’s not the case yet. We get great partnerships from local communities. We shoot on locations for free, we work with some background talent for free, we get vehicles for free.”

Not everybody got the memo. A man in a rural area south of town saw a member of the crew use his driveway to turn around a vehicle. No filming was going on, and no damage was done to the man’s property, but he sent Farrell an e-mail asking for thousands of dollars and threatening to sue. Farrell tried to reason with him before finally telling the guy to sue away.

Betty and Kenny Wilson live east of Gainesville on a 60-acre homestead, and their house offers a shady porch and a swing. Dietrich was looking for a place to shoot a porch scene when a friend of a friend pointed him to the Wilsons.

“We didn’t ask for any money or anything,” Betty Wilson said. “It’s fun to see the behind-the-scenes work.”

Kenny wasn’t as enthusiastic; he worried about people trampling his newly planted grass. But he went along with the idea. Betty and a friend sat on the fringes, taking photos and talking to cast and crew. Corbin was a favorite.

“I’ve seen War Games, Urban Cowboy, Northern Exposure –– I’m excited to meet him,” Betty said.

While she spoke, Corbin sat 50 feet away on her front porch, discussing a scene with Farrell and Deutch. Corbin’s character was supposed to cry, but Corbin thought tears would be out of character. He figured it might be more effective if he paused, pulled off his glasses, and composed himself, but didn’t blubber. Farrell and Deutch agreed to play it that way.

Afterward, Corbin visited with his hosts, while Deutch stood nearby talking to the crew.

“Barry is so easy to act with, it’s like acting vacation,” she said.

On another day, Corbin sat on a folding chair under a shade tree, telling stories about the many Westerns he’s made, including Lonesome Dove. One of his more humorous roles was as a conniving bar owner in Honkytonk Man with Clint Eastwood.

“Most people don’t know that Clint is allergic to horses,” he said in his familiar twang, holding court before a half-dozen cast members. “He has to take a shot before he gets on one.”

“Drinking a shot helps his allergies?” a naïve rube asked. (OK, it was me.)

Everyone laughed — Corbin had meant an allergy shot.

Farrell called for a scene, and Corbin ambled toward the cameras. I walked to a van that had been shuttling actors between their hotel rooms and the set and found Krause inside, leaning back in his seat to escape the sunshine.

Krause did something a few years ago that few actors have accomplished –– he stole every scene he was in with George Clooney. Krause’s portrayal of the goofy Sid in The Descendants in 2011 catapulted him from an unknown Austin kid to an actor with a hit on his resumé. Krause, who was 19 at the time, had done most of his acting around Austin. After that success, he headed to Los Angeles.

“L.A. is a little bit more of a machine than Texas,” he said. “There are only so many people who work in the industry here and everyone is much closer, whereas in L.A., relationships like that are harder to start up and keep because there are so many more people, and everything moves more quickly.”

Still, he keeps coming home to work. In addition to Windsor, he landed a role in Richard Linklater’s remarkable Boyhood, released earlier this year. He reads two or three scripts a week and loved Windsor. He portrays a studious kid about to graduate from high school and enter an Ivy League university.

What are the odds that the movie will earn boatloads of money and make the young cast members household names?

“This could be a breakthrough role for any of us,” he said. “Windsor will find its audience because it’s such a well-defined film. The script is not quite like any other. It’s more honest than most scripts I read.”