Director Larry Fessenden’s latest feature, Beneath, focuses on six freshly graduated high school seniors who cross paths with a massive, human-eating fish one day on Black Lake. The film is a potent blend of physical and psychological scares, and it’s getting a Blu-ray & DVD release via Scream Factory on March 25th. With the home media release coming soon, I recently chatted with Larry about his experience making Beneath.

Larry, thank you for taking the time to talk about your latest directorial feature, Beneath. To start things off, can you tell our readers what attracted you to direct this screenplay by Tony Daniel and Brian Smith?

Well, I really loved how contained the story was. It all takes place on a lake, on a tiny rowboat, and I’m a fan of the experiments Hitchcock would get up to where you sort of limit your options. He made a movie called Lifeboat that was all in one boat. That was one thing that interested me, it almost becomes like a play. And the other thing I liked is the giant fish. What’s not to like? I just loved the idea of making a creature feature. I love monsters and fish and dinosaurs and all kinds of creatures so it seemed really fun to be able to make a practical effects creature feature, and also explore how dreadful these kids are to each other. Which is kind of my viewpoint of humanity, so I got to exercise three things all at once: cinematic limitations, a monster movie, and explore human nature at its darkest.

One of my favorite components of Beneath is its dominant use of practical effects over CGI. In particular, it was refreshing to see the man-eating fish portrayed in animatronic form. As director, editor, and producer, how did using practical effects factor into fulfilling your vision of the film?

Well, I’m a Jaws fan. You know, that’s an old movie now, I suppose, but to me it was seminal. They had a lot of trouble with their fish, and of course it led Spielberg to make certain choices. I just absolutely insisted on a practical fish. And Chiller, the guys who made the film, they were nervous at first because they really hadn’t seen it that way. I suspect nowadays people just assume you’ll do stuff CG. But I actually feel like this was the cheaper route, and that’s how I pitched it to them. I think to make good CGI you do need a lot of resources. That was not something we had at our disposal. But I just am an old fan of the guy in the monster suit and the practical puppets.

Look at a movie like Jurassic Park: that’s still a lot of puppets. Of course it’s enhanced by CGI, which we did with our movie. We had beautiful work on the eye and some other sneaky little tricks that helped us. Plus, it’s kind of a throwback. Let’s face it: this isn’t a horribly serious movie that’s supposed to terrify you. It’s kind of a tribute to these kinds of movies that I grew up on.

I understand you did the creature design for the giant, man-eating fish in Photoshop. Could you tell me about the creation process? Did you draw inspiration from other creature features?

Well, always in the back of your mind is a whole catalogue of great, weird, old movies. When I set out to design it, I sort of imagined the biggest, strangest, ugliest lake fish. I went on the Internet and I found some creepy-looking fish. There’s these fish that live at the bottom of the ocean and have the little light on their heads, and all these kinds of weird, two-feet faces. You can’t imagine why a fish would need teeth this big and all these kinds of things.

I sort of glued them all together. I wanted it to be black with stripes so it would weave strangely under the water. And I wanted to have those quills on the back so it’d be something like a dorsal fin, but not quite what we’ve seen before. Those are porcupine quills. So you just have fun. And then I had it drawn by a friend who does a lot of my concept sketches. And then you send it out to LA, which is where the fish was built, and then they get into the design of it because they’re making it into a physical clay sculpture. So things change and you keep moving forward. It was a fun process.

I heard that the majority of Beneath was filmed on a lake in Connecticut. Had you ever done a “water shoot” before, and what challenges or rewarding moments did you encounter while filming on The Barge?

I grew up sailing and boating and rowing, so I was comfortable on the water. As I have said many times, I love Jaws and so I have always wanted to try this challenge. I wanted to be out on the water. Now, of course Jaws was on the ocean and it had saltwater and all kinds of considerably more difficult problems. We were in a relatively tame environment on a beautiful lake. The only thing we had to worry about was the weather moving in and the threat of a thunderstorm, which means you’d have to leave The Barge. Shooting on the water just slows everything down. You actually have to take a boat just to get onto the set, and that takes much longer than cars and other kinds of shuttles.

So, the chemistry of the equation is that it takes almost twice as long to make the movie on the water, and you really see why that is. Also, you have safety concerns at all times. People could trip and drown and not even be noticed because you’re worrying about something else. [Laughs] “Where is that dang key grip, anyway? Oh my God, there’s his shoe.” [Laughs] The funny thing about film crews is it’s not like they’re pirates. They know how to light, they know how to move dollies and equipment, but not everybody was seaworthy, and so people had to learn. We had an 18-day shoot, and I always say it probably felt more like nine days that we got to make our movie.

Beneath boasts a talented, young cast. How much improvisation did you allow on-set, and as an experienced actor yourself, what advice did you give your cast members in-between takes?

Well, you know the script is pretty pulpy. And what I wanted to do is bring something into each of these characters, who are pretty wretched to each other and say some pretty crazy, implausible things. So I really encouraged the actors to be serious in their roles and to find a backstory and to find the humanity. They were all really game, young performers. They all are just starting out in their careers. It was so fun for me how much they committed to their characters, and to me that’s what makes the movie shine. They were very eccentric in their way; they really bonded, sitting on that boat for hours while the crew dicks around.

Griffin Newman, the guy who plays Zeke, is particularly chatty and clever and he did add a great deal of lines. He would add a lot of really funny zingers, and I would keep stuff if it felt right. I never like to treat the script as too precious, whether I’ve written it or if someone else has. You really want to go in the moment with what’s going on. Most of it is scripted, but it was fun when they’d come up with some additional lines, some additional gags, and a lot of that stuff is in the movie. As each character gets killed off, the actor would leave, and they really had bonded, so I think they really started feeling this loss as their numbers decreased.

You’re a director who also loves to edit, and you handled both duties on Beneath. This film features an additional camera point of view with Zeke, the aspiring filmmaker played by Griffin, who wears a GoPro camera on his wrist. What was your experience like in the editing room with an additional handheld POV to play with?

It was a lot of fun to have that. Most of the times we cut to the GoPro were planned or indicated in the script. I do try to design a film in such a way that I know what we’re shooting, so we’re not shooting a bunch of extra coverage. Zeke would always roll when the script called for his point of view. I would always encourage him to try to roll at other times. That’s such a wide-angle lens on the GoPro that he would often get the crew and the wheel-camera in the shot, unless we were specifically setting it up for the GoPro. I love the editing process and I had fun with Griffin’s footage.

The diverse music by Will Bates for Beneath meshes beautifully with the occasional blurred-focus shots and the sunlight shimmering on the water. This isn’t your typical horror movie score, and the seemingly happy daylight setting only adds to the film’s effective contrast. What mood did you set out to evoke with the combined sound and visuals? Did you have this vision prior to filming, or did it materialize in the editing room?

It developed with Will. I’m so appreciative that you mention it. The score was a bit of a struggle, but when we finally landed on this, I really loved it. I had given him a certain amount of temp music and some other references. I wanted to have this very dreamy element to the score. The other thing is when you see the woman dead and the camera floats up, it’s more like the sadness of these foolish kids in this terrible situation. That’s typical of me, to find horror more melancholy than terrifying.

I like the idea of personifying the fish not as an evil creature, like the Jaws theme—which of course we all love, but let’s do something different—I wanted this weird, existential sound. It’s just the idea of this natural creature that’s lumbering through the lives of these kids, and they’re meeting, unfortunately, on this lake. We used all kinds of strange sounds. Graham Reznick, our sound designer, but also a contributor of musical elements, came in.

The other thing we wanted was the scarier music—some of the drones and those kinds of off-kilter sounds—to be under the conversations and the arguments, not under the fish attacks. I’m emphasizing that the movie is about these kids behaving badly and responding the wrong way to this threat. That’s really the horror, how fragile their commitment to each other is, and they turn on each other and come up with more bogus excuses to protect themselves. They don’t work together to save themselves against the fish. All of that makes for a very strange, off-kilter experience.

Larry, thank you for taking the time to chat about Beneath. Before we go, I’d like to ask what projects you’ll be working on next as an actor and as a director that you’re excited about?

I just did a stint of acting in several movies. I had a lot of fun doing that, so I’ll be showing up in some movies. I was a producer on Late Phases by Adrián Bogliano and that’s just shown at SXSW and we’re looking for a mode to distribute it. I have a project called “Tales from Beyond the Pale,” which is lovely audio dramas that we’re distributing shortly, so I hope everyone will keep an eye out for those. And I have my own films that I’m trying to finance and set up, hopefully for the fall, but I prefer not to talk about things that aren’t real. Unless I’m making movies about things that aren’t real, then I enjoy talking about giant fish and other goblins and ghouls.


  • Derek Anderson
    About the Author - Derek Anderson

    Raised on a steady diet of R.L. Stine’s Goosebumps books and Are You Afraid of the Dark?, Derek has been fascinated with fear since he first saw ForeverWare being used on an episode of Eerie, Indiana.

    When he’s not writing about horror as the Senior News Reporter for Daily Dead, Derek can be found daydreaming about the Santa Carla Boardwalk from The Lost Boys or reading Stephen King and Brian Keene novels.