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Lights, Camera... Action?

Ten years in the making - and remaking - Keith Spiegel's "Groupies" gets a new name and a release date


Published August 29, 2007 at 4:00 a.m.

Hype and fizzle — that’s often the Hollywood way. How many film projects have generated “buzz,” only to languish on studio shelves? Back in 1997, the same thing happened on a smaller scale — a Vermont scale — to Keith Spiegel’s locally shot independent film Groupies. In April of that year, the writer-director, then 26, wrapped a movie that featured Hollywood stars Ally Sheedy and Justin Henry in major roles, plus a bunch of talented locals.

Groupies made The Boston Globe, the cover of Seven Days and The Burlington Free Press Weekend section. And no wonder — the time seemed ripe for independent films with a quirky, satirical bent. In 1994, Kevin Smith had hit it big with Clerks, which was filmed in a New Jersey convenience store for about $28,000 and went on to gross more than $3 million. One of its stars, Brian C. O’Halloran — who played Dante Hicks — has a big role in Spiegel’s film, too. Burlington writer Nancy Stearns Bercaw watched part of the shoot at the Flynn Theatre and wrote for this paper, “The extras seem as star-struck as the fanatical fans they play.” She noted that Spiegel and producer Brooke Wetzel (now Ciardelli) planned to “get Groupies ready for fall festival submission.”

Then . . . nothing. Though its Internet Movie Database page lists it as a 1997 release, Groupies never appeared in multiplexes or on video. Wetzel left the project in 1997 and became artistic director of Northern Stage in White River Junction. Some of Spiegel’s crew went on to film-related jobs in New York or Los Angeles; others stayed in Burlington, as did the director himself. And he kept working on the movie: “Every time Keith had a new cut,” recalls local filmmaker and blogger Bill Simmon, who was Second Assistant Camera on Groupies, “he’d have people over to show it to.”

Ten years later, it was easy to give the movie up for dead. Then, this month, Spiegel made a big announcement. He’d sold his film, now titled The Junior Defenders, to Lightyear Entertainment, which will distribute it through Warner’s home video division. The contract was signed on April 4. Recut and revamped, the former Groupies now boasts narration by cult director John Waters. On September 8 at 7:15 p.m. it will have an official theatrical premiere at Merrill’s Roxy Cinemas in Burlington, with midnight screenings over the next few weeks in 10 cities around the country.

The Junior Defenders is no Citizen Kane. In its final cut, it’s a brisk, funny mockumentary steeped in pop culture: The plot concerns a fan of a 1970s kids’ superhero show who abducts its stars and makes them reprise their roles as adults. But it’s also a fascinating case study in what it takes to make and sell an independent film. Spiegel points out that the late ’90s were a high-water mark for homegrown Vermont cinema, with the releases of John O’Brien’s Man With a Plan, Jay Craven’s Stranger in the Kingdom and Nora Jacobson’s My Mother’s Early Lovers. Since then, things have been a lot quieter.

Made at a time when film funding was easier to obtain nationwide, Spiegel’s movie also captures a particularly febrile moment on the local scene. “That period in Burling-ton, ’96 to ’97, was such an amazing time,” Simmon recalls. “There was a sense in the air that your indie film could become a smash hit at Sundance. It felt like stuff was happening.”

Watch the movie closely and you can catch brief appearances by locals ranging from Magic Hat founder Alan Newman to Rusty DeWees of “Logger” fame to then state representative Matt Dunne. “It’s kind of a snapshot of what was happening at the time,” says Burlington artist and Seven Days critic Marc Awodey, who appears as a chain-smoking TV writer in a scene Spiegel shot at the now-defunct Rhombus Gallery.

“It won’t die!” exclaims DeWees when informed of the movie’s belated release. But will it? Is there still an audience for the project that attracted investors back in 1997? And just why did it take so long to finish, anyway?


The answer lies with Spiegel, a soft-spoken 36-year-old who’s partial to the Gen-X director’s uniform of black T-shirt and baseball cap. He doesn’t drive or take planes, but he gets places. “Tenacious” is a word that comes up a lot when people describe him. “Herculean” — to describe his 10-year effort — is another.

“Keith is a character, but he’s also a very determined character,” says Stephen Beattie of Burlington’s Advantage Video LLC, who spent years helping Spiegel reach his final cut.

“He’s very persuasive and very tenacious,” echoes actor Brian O’Halloran, who’s currently shooting a movie with The Sixth Sense director M. Night Shyamalan. He calls Spiegel “a really good pitch man. He might seem shy and reserved, he might stutter occasionally, but he really knows how to sell his project.”

Those skills were evident back in the ’90s, when Spiegel started trying to attach actors to Groupies. He decided a great pick for one of his fictional ex-child stars would be a real ex-child star: Justin Henry, still the youngest-ever Oscar nominee for his role as the 8-year-old son of Dustin Hoffman and Meryl Streep in Kramer vs. Kramer. Rather than approaching Henry’s agent, Spiegel found the actor’s Los Angeles home number online and cold-called him. “He said, ‘How’d you get my number? You can’t call actors on the phone, it’s illegal!’” Spiegel recalls. But after some coaxing from Spiegel and his agent, Henry signed on.

Spiegel has reason both not to be starstruck and to understand people who are. He’s an L.A. native, and his dad is a divorce lawyer whose celebrity clients have included Charlie Sheen, Michael Jackson and Roseanne Barr. As a kid, Spiegel brushed elbows with child actors at summer camp; one year, he had a locker next to Oliver Robins, who starred in Poltergeist. “For about three years, I followed his career like an obsessed fan, just like Norman Nields in my film,” Spiegel recalls. It took him until his teens to outgrow his celebrity fascination. Meeting Robins again in high school, he discovered that his former idol was now an aspiring filmmaker. The two 18-year-olds organized a student film festival at the University of Southern California, which featured celebrity judges and the short film that would become Paul Thomas Anderson’s Boogie Nights..

Spiegel studied film at Brown University, where, he says, the emphasis was on theory. “They especially didn’t teach you anything about the business or how to finance a film, but nobody teaches you that. Not even USC or NYU.” He befriended a fellow student, Doug Liman, who seemed to embody a hands-on, entrepreneurial approach to the film world, one that Spiegel sums up as “Plunge yourself in the situations you want to be in, and then learn as you go.”

After graduating, Liman moved to L.A., where he went on to direct Swingers, Go and The Bourne Identity. Spiegel moved to Vermont, worked as a segment producer at ETV (now Vermont Public Television), and started writing a screenplay called Groupies. “When I first sat down to write this script, it was Clinton’s first year in office,” he says. “In some form, I’ve been working on it for every moment since then.”

Spiegel wasn’t a starry-eyed artist waiting around for someone to produce his vision. Once he’d written the script, he immediately deployed a tactic he knew would help him pitch the film: Get famous people involved, even in a peripheral capacity. “I got the cameo interviews first,” he recalls. “I knew it would be a way to attach names to the project without spending any money.” His first footage was an interview with Michael Dukakis, who didn’t realize when he invited Spiegel into his UCLA office that he would be asked to read lines about the cultural significance of a non-existent cult TV show. “He looked like he was about to walk out,” Spiegel says. But after reading the script, Dukakis “started laughing, and he agreed to do it.”

Next came an interview with Peter Tork of The Monkees, shot at Burlington’s Firehouse Center for the Visual Arts. (Behind the camera was Joe Bookchin, now the next head of the Vermont Film Commission.)

Spiegel used those names to get Henry on board, then O’Halloran. But casting the female lead was more challenging. While courting Sara Gilbert of the TV sitcom “Roseanne,” he needed to fax her manager. But he didn’t own a fax machine, and the one at Kinko’s was broken, so he called another filmmaker, Brooke Wetzel, to borrow hers. Soon they were discussing his script.

Brooke Ciardelli remembers that encounter. She’d just returned from shooting Jay Craven’s Stranger in the Kingdom, and “the last thing I wanted to hear about was another movie,” she says. “As I read the script, I thought, ‘Oh, no, it’s really funny and really good, and now I’m going to have to be involved in another film.’” More importantly, perhaps, the twentysomething producer thought Groupies “was produceable on a regional budget and produceable in Vermont,” Ciardelli says. “Doing an independent film, by nature, there’s a roughness around the edges. What was clever about the script was that the roughness was written right into the project” — since a mockumentary consists of supposedly found or on-the-fly footage.

After Gilbert declined the project, Wetzel helped Spiegel pursue a more famous target: Ally Sheedy, whose husband David Lansbury had appeared in Stranger. Both of them recall visiting the actress in her parents’ New York apartment — where, Spiegel says on his DVD commentary, Sheedy lit up a cigarette. Her folks shooed her into the stairwell, and there, under a poster for her breakout film The Breakfast Club, he and Wetzel worked on convincing her the part could be made meatier than it appeared.

Once Sheedy signed on, so did the investors. “We got a whole bunch of money in January 1997,” says Spiegel, who recalls that six or seven private investors contributed a shooting budget of about $120,000. His strategy of trading on names had worked.


The Groupies shoot took place over a couple of weeks between February and April 1997. Though Rutland was its base of operations, scenes were shot at Burlington’s Flynn Theatre, White River Junction’s Briggs Opera House, the Vermont ETV studios, and the South Burlington Correctional Facility — with real inmates visible in the background.

Mark Sasahara was the director of photography. The former Burlington Free Press photographer, who now works on films in New York, still remembers the lighting scheme he devised for the Winnebago that served as a traveling set. “We shot on 16 mm film and much of it was handheld, since it was to look as if a news cameraman had been kidnapped with one of the former childhood stars,” he writes in an email. “We also shot a lot of stuff that was supposed to be archived footage and ‘home movies.’”

Simmon recalls working “very long days, 14 to 15 hours sometimes,” for about $20 per diem. The project was “behind schedule, understaffed, underfunded,” he says — but still exciting. Other crew members remember bone-chilling cold and raunchy jokes. “Everyone was under 26 years old at the time. It felt like summer camp,” says Spiegel. “People would play guitar in the halls at night.”

How did the ex-child stars adjust to playing, well, ex-child stars? “Sometimes it was hard to tell what was real, and what was getting into character,” says Associate Producer Josh Bridgman. “There was sort of a blurring sometimes.” Sasahara recalls Sheedy as a bit of a “diva,” who may have been “a little unhappy that she was in Rutland, Vermont, and not getting the star treatment.”

The production wrapped in April, in time for fall festival submission. And that’s where things started to go wrong. “We submitted it to Sundance and got turned down, and submitted it to Slamdance and got turned down,” Spiegel says. “We had our hopes completely pinned on Sundance, which is what a lot of first-time filmmakers do, and it’s not a good idea. It was very disappointing.”

But Spiegel had an idea. Like the Young Turk filmmakers who started the Slamdance Festival, he would write his own ticket to Park City, Utah — by starting a festival to showcase his film. In two weeks he had a venue and a name: SlamDunk.

“I called John O’Brien and he warned me: ‘Keith, why don’t you just wait?’ Spiegel recalls. “‘You don’t want to do that.’” But it took Spiegel a while to feel the weight of the older filmmaker’s advice. In its first year, SlamDunk gained unexpected notoriety when it screened Nick Broomfield’s incendiary doc Kurt & Courtney, which had been bumped from Sundance because of legal issues. Soon Spiegel’s venue — the Elks Lodge — was filling up with the likes of Spike Jonze and Sofia Coppola.

“It sounds good. But everybody just abandoned the film we’d been working on and decided to throw all our energy into SlamDunk,” Spiegel says. “We spent five years doing it, and it got bigger each year.” In 2000, painted a caustic portrait of the spin-off fest, which by that time had moved its screenings to the basement of a trendy restaurant.

Associate Producer Bridgman — a Burlington playwright who’s also Spiegel’s roommate — says he was involved in Groupies “like in Citizen Kane, from before the beginning.” Bridgman read early drafts of the script in the parking-garage booth where he still works, and he appears on-screen in a small, memorable role — that of a fame seeker who shoots himself in the head on a live TV show called “That’s Insanity!”

SlamDunk wasn’t his speed. “There was a lot of politics, people having other agendas,” Bridgman recalls. “It wasn’t Keith but some of the other people involved. I felt like they were getting distracted. I knew it might be a long time.”

And it was long. Spiegel says he “knew the film had to be re-edited dramatically from the moment it got turned down at Sundance.” But technological limitations made that a daunting prospect: “You couldn’t just buy a laptop like you can now. It was a major obstacle.”

In 1999, Spiegel saw two movies that inspired him to revamp Groupies in the editing room. The Blair Witch Project showed him that it was possible to do “an incredible job editing with footage that looked horrible . . . [so] I can make my film work with footage that’s basically good.” South Park: Bigger, Longer & Uncut encouraged him to go “all out with the campy trash humor.” He would do it by adding stock footage, new narration and new interview vignettes: “interstitial pieces,” he says. “Everything basically done for very little money.”

Spiegel gave his ex-child stars seedier back-stories than they had in the original cut: With the help of the narrator and a few still photos, the character played by former Mighty Morphin Power Ranger Jason David Frank became a gay porn star. The additions also enabled him to modernize the movie, adding references to Homeland Security and Abu Ghraib. (Still, no amount of post-production could shrink the enormous 1997 cellphone that Sheedy wields late in the film.)

In 1999, Bookchin, the Director of Film and Video Production at Burlington College, let Spiegel use his lab’s basic VHS editing system in the off-hours. “That’s when the film really came together, and I felt like I could save it,” Spiegel says. The result was a new cut that he brought to Stephen Beattie at Advantage Video in 2000. Once imported into the videographer’s digital software, the film was ready for what Beattie calls “bells and whistles.”

“Once I made the promise that I would work with him on it, it was something I really wanted to follow to the end,” he recalls. Beattie says Spiegel bought the necessary storage hard drives, but didn’t otherwise pay him. “It was either going to end with him deciding that it was over, or succeeding.”

Beattie calls Spiegel “a nocturnal animal. If you get him to show up at midday, that means he’s had four hours sleep. And I’m diurnal, so we had a hard time making sure we were on the same page in editing together.” For years, the non-driver cabbed it out to Beattie’s home office in the New North End: “The cabbies, by the end, knew that he’d sold the film, and they were excited for him.” So was Beattie: “I couldn’t believe it,” he says.

To help sell the film to a distributor, Spiegel had returned to his initial strategy: He attached another name. This time it was cult director John Waters, who provided new narration. Unlike Dukakis, Tork and Kevin Smith — whom Spiegel had met and filmed in Park City — Waters was paid for his participation. But “I could offer more money now,” Spiegel says. In 2002, he had started an e-commerce venture called Actor Club, a subscription service that sells audition listings to actors. Spiegel claims that earnings from this site enabled him to put about $50,000 of his own funds into the film.

In early 2007, Spiegel “revived SlamDunk from the dead” for just one day so he could show the shiny new Junior Defenders to potential distributors. Only two acquisitions people showed up. So Spiegel used guerrilla tactics: To create buzz about the film, he called The Hollywood Reporter with a press release, “pretending to be somebody else, and they just believed it and printed it,” he says. Soon enough, some distributors’ ears pricked up.

If Spiegel wasn’t in his element during his long slog in the editing room, he is now. Warner will release The Junior Defenders on October 23, to DVD and Video on Demand. But “I’m not taking anything for granted,” Spiegel says. “I’m not assuming they’re going to promote it for me.” He’s taken out his own ads in video-store trade publications and arranged midnight screenings in 10 cities through Landmark Theaters. In Vermont, Spiegel says Brian O’Halloran will show up at the Roxy premiere, and he’s trying to get Ally Sheedy back here, too. “I have a whole advertising campaign planned for each city, especially L.A.,” Spiegel enthuses.

And he’s still raising money. A Los Angeles ad posted on August 25 solicits “serious investors” for the theatrical release of The Junior Defenders.


But will the film, after its long gestation, make back its costs? “We should,” says Spiegel, with the confidence of someone who bandies about terms such as “foreign pre-sales.” “We’ll find out for sure by spring of next year. Hopefully we’ll do better.”

First, of course, the film has to connect with audiences. O’Halloran thinks the plot is “more relevant now than back in ’97.” Bookchin describes the movie as a “very, very hot idea. Because so much time had passed, it actually came back into vogue,” he maintains. “Considering all these reality-based shows that are on TV, that kind of filmmaking is part of our culture and vernacular.”

Have things changed so much in 10 years? Maybe so. “When 9/11 happened, I thought the movie had no chance,” Spiegel says. Like many commentators at the time, he believed that “irony is now dead, and films like this are going to be seen as a relic of the 1990s. But I think the direction that Bush has taken everything has actually made it a lot more ripe for stuff like that,” he goes on. “The whole turn to the right has really refueled satire.”

Bridgman has perhaps the most original take on the movie. He compares it to Being There and The King of Comedy, two dark comedies about mediocrities who achieve fame through proximity to celebrity and sheer luck. What’s pathetic — and funny — about Junior Defenders protagonist Norman Nields, he points out, is that he’s obsessed with a bad TV show, to the point where he’ll devote his life to its revival: “It would be like someone revising ‘Love Boat’ but writing the same sort of dialogue,” Bridgman suggests. Nonetheless, naïve commentators in the movie, swayed by his passion, hail Norman as a genius.

It’s hard not to see some echoes here of Spiegel’s story — indeed, he describes the film as “a parody of me at age 10.” Is he an unsung talent finally finding his audience, or just someone who’s very, very determined to put out a movie and knows all the angles? Or a bit of both? Viewers will have to decide for themselves. Meanwhile, Spiegel is taking his creative life off “pause” and getting on with a new project, a script about a political candidate trying to change his Al Gore-ish image by teaching at an inner-city school. Hollywood veteran Roy Scheider may be interested.

And The Junior Defenders stands as a testament to the fact that sometimes artistic projects that look Sisyphean actually get done. “I feel like I’ve been in a frozen time capsule for the last 10 years in my own life,” Spiegel says. “There were people who were skeptical; they thought I was going in circles, changing [the movie] over and over again. It was never like that.”