By Sarah Musnicky
When troubled assistant bank manager Andy McNeary's baby daughter goes missing, he must follow the instructions of a mysterious voice on the other end of a baby monitor to save her before she disappears and his life is ruined forever in LISTEN CAREFULLY.
For the Digital release of LISTEN CAREFULLY, Creepy Kingdom's Sarah Musnicky chatted with writer/director/actor Ryan Barton-Grimley. During their conversation, they discussed everything from crafting the film's distinct soundscape to the film's all-too-real inspiration and wrapping it with arguably the most heartfelt tribute.
Despite the twists and turns Andy’s psyche devolves into, he’s incredibly relatable to some degree down to the leaps and bounds his paranoia takes him. What was the inspiration behind the story of LISTEN CAREFULLY? Hopefully, none of it involves being chased down a dark alleyway in the middle of the night.
Ryan Barton-Grimley: LISTEN CAREFULLY is based on an anxiety nightmare I had in 2018. To paint the picture, my family and I were on vacation and were sharing a meal at a Mexican restaurant, eating spicy food, and drinking margaritas. We were congratulating my younger brother on what a great hands-on dad was, and pretty quickly, the conversation turned to how anxious I was as a new father in comparison, how I couldn’t really hold my first daughter, and what a hard time I had. It was all in good fun, and my family has a great sense of humor, but they were right, and I still felt really bad about it, even though my daughter was in her teens.
Full disclosure: I was born in Zimbabwe and lived there for the first 10 years of my life. It was very dangerous at the time, and I have struggled with anxiety since I can remember. Later that night, I was really beating myself up about it and fell asleep in this anxious soup of spicy food, tequila, and guilt. I quickly dropped into a horrible nightmare where my baby daughter kept getting stolen, giant creepy babies chased me down dark streets, cornered me in alleys, my wife was upset with me, my boss kept abusing me, and I just had this overwhelming feeling to provide in any way I could, even if it was criminal.
The extortion, the fear, the confusion, the ATMS, the never-ending baby monitors, and my daughter’s cries… It was so awful! I woke up in a sweat, heart racing… I tried to calm myself and go back to sleep, but it was just more of the same nightmare! I finally got up, grabbed a pen and paper and just tried to write the whole thing down. It almost felt like a waking dream or hallucination. In retrospect… what the heck was in that Mexican food?!! But seriously, I clearly had a major anxiety attack and weirdly in my sleep and while I was awake. It was disturbing.
About a week later, I decided to try and turn my pages of notes into a script, and it happened really fast. The film that is being released now is about 75-80% from those original notes and that horrific nightmare. Obviously, some reengineering happened for it to all work coherently as a story, but I would say it is my most personal work to date, and it really delves deep into my own worst fears.
I completely relate to Andy. Andy is me at my most anxious. He is me at my worst when I’m cornered. Quite frankly, he’s all of us.
I’ve always been curious about this, but what is it like to direct yourself? You have a prominent role in this, and you’re oftentimes alone or talking to a voice that may or may not be there. What challenges did you run into in this directorial process? And on the flip side, how did you find directing yourself helpful? I realize this is three questions in one.
Ryan Barton-Grimley: Directing myself is super scary, and I wouldn’t have it any other way. It’s the ultimate challenge. This is the third time I’ve done it in a feature film. I might add that there has never been playback on any of my sets, so you just really have to meticulously prep, like a serial killer.
Historically speaking, I have a background in improv. I took classes at Groundlings and Upright Citizens Brigade, and it was incredible training. You grow what’s known as a third eye because you have to direct yourself through the improvisation with no script and no story. It’s a great muscle to have for directing yourself in films.
Regarding the serial killer level prep, I wrote the script and rewrote it a lot, even on the day sometimes because the dialogue was still bothering me. It’s like music; it has to sound right, or I can’t let it go. I storyboard every shot in a previz (previsualization) program for my DP, so we are 100% on the same page regarding coverage, tone, and movement.
I make creative rules for each project to enhance it visually. For instance, in LISTEN CAREFULLY, the entire film is shot handheld, but we rarely pan the camera or move laterally. It’s more for that tiny bit of organic movement that makes the whole film feel voyeuristic and creepy.
We also shot the entire film on one flawed Russian lens with an equally flawed anamorphic adapter. It’s all one focal length. It’s wide, and it’s gritty. It gives the film a uniformity of style and feel. I do all this before shooting. It really helps me feel prepared and less anxious. Then, on set, I trust all my collaborators, and I really focus on the acting. Prep is the key.
Regarding performing alone or to inanimate projects, the dirty little secret on most film sets is that the other actors are not always there. In fact, on a lot of smaller tighter budgeted films, they’re only there for the wides, and you’re acting opposite a crew member. You just have to accept it and lean into it. In this case, I really pretended the voice was inside my head, almost like a demented Jiminy Cricket. And at the end of the day, it is really helpful to be the lead actor and the director because you can always rely on yourself and carry the project.
At the minimum, if you show up prepared, you’ll have something, if that makes sense. It’s become my favorite way to work.
Ari Schneider’s voice is almost a grounding force despite the chaos he unleashes in LISTEN CAREFULLY. In directing Schneider, how did you guys come up with the right voice? Because the Voice is pivotal to selling the tone and could have changed depending on which direction you wanted to go.
Ryan Barton-Grimley: This is a great question! Ari was the first person to read the script in its earliest drafts. He’s been in all five of the films I’ve produced. We’ve acted opposite each other in a bunch of stuff and I just knew he’d have a great time playing all of the monitor voices and the cop. I really wanted the person on the other side of the monitor to sound kind of like a Twitch streamer who mostly played video games but also extorted money from people and ran a small criminal gang from their living room through their computer.
I wanted them to be a creature of the Internet, like the worst Internet troll you’ve ever encountered. I wanted the tone and speed of the monitor’s voice to reflect a vague, disconnected, and depersonalized violence that you’d find in the comments section on Twitter or X.
I’m not sure you’re aware of the Internet personality named Destiny. He’s become a big-time debater in this last election, but I discovered him in late 2018 after I wrote the script, and I really tried to direct Ari’s performance to not necessarily mimic Destiny but to sort of rhyme with his persona and character, like a darker version of this rapid-fire sarcastic genius troll. I think it really defies expectations and is very funny in a dark, very dark way.
The monstrously deformed baby masks featured throughout LISTEN CAREFULLY are positively demented. How did this design come about? Was it something you and the team found online/in a store? Or did you guys have a more hands-on experience in designing these masks?
Ryan Barton-Grimley: In my original nightmare, it was more like a bunch of giant Baby Hueys chasing me down the street than the creepy black hooded figures in baby masks that we have now, but we didn’t have the budget to do the Baby Hueys, and I also didn’t want it to feel too campy. I wanted the audience to feel like they weren’t sure who was under the masks or if it was some weird hybrid creature or something even stranger.
It took a lot of time to find the right one, and we ended up finding a generically creepy design online. Then, our talented Production Designer, Audrey Haworth, modified them to feel strangely sterile and fleshy in an almost amphibious way. Plus, we always made sure they were misted up and wet before each take, which made them feel even more gross and squishy. [laughs] Oh, I love how creepy they are.
There’s a pattern of scenes taking on cool tones ranging from sickly greens to darker grim blues when Andy slips into his nightmare realm. That and there’s almost a staticky feel to it, along with distorted angles in shots. Can you talk to me a little bit about the thought process behind the look and feel of the nightmare realms, particularly given the limitations of a smaller budget? You guys got really creative.
Ryan Barton-Grimley: Technically speaking, the look and feel of the nightmare realms were greatly enhanced by our choice of an old, flawed Russian lens and anamorphic adapter, not to mention our use of static handheld shots that just hang around for way too long. We additionally shot very low light on Sony cameras so we could get a different look and play with the darkness. We added green and blue light to most of the backgrounds in the film to give it a sickly pallor and enhance the nightmarish feel.
And then we really leaned into all the new LED street lighting in Los Angeles that creates all of this beautiful starkly blue-ish light pollution. It’s almost like digital moonlight. We additionally degraded the film in post and layered it with film stock scans to give it even more of an old 70’s organic film feel. Lastly, we shot a bunch of extra footage to layer into the nightmare sequences. None of it was CGI. All of it was in camera. We even experimented with light leaks during filming by unlocking the lens. It was really creative and cheap to do, but we spent a lot of time planning it and even more editing it all together. Some of the nightmare sequences with overlays have more cuts than a lot of feature films.
Stylistically, we were going for a nightmare look that was unrelenting, but we were also trying to mimic what it feels like to have intrusive thoughts and images when you experience a panic attack or anxiety attack, as I did when I first had the nightmare that led to the script. I had a lovely interaction with an audience member after our screening at Macabro in Mexico City. They came up to me and emphasized how this was the first time they’d seen what they experienced during a panic attack on the screen. It was very touching.
Speaking of creativity, there are quite a few scenes out in public spaces or on-site somewhere. Knowing how difficult it can be to find locations, can you talk a little bit about that process and also what difficulties/challenges you ran into? The first locations that come to mind are the dark street leading into the alley and that freakish corridor with the baby exchange.
Ryan Barton-Grimley: It should be noted that very few permits may or may not have been filed for this film - I plead the fifth. But seriously, we shot the film at our house in West LA, and most of the locations were in and around our neighborhood, including that freakish corridor that is just down the street from us. That awfully creepy thing with unnatural lighting is supposed to help pedestrians feel safer as they cross under an 8-lane road, but it really just feels like you’re going to get murdered, and the sound in there is like being on magic mushrooms. Not that I know what that feels like, but I can imagine!
All of those banks and ATMs are around our neighborhood, and we just went for it with a skeleton crew. It helps that Los Angeles is shut down by 10:00 p.m. in most neighborhoods, with the exception of Hollywood and West Hollywood. It’s a sleepy city. My DP Sean Ayers and I spent many nights scouting out locations that had the right modern oppressive look and enough available light or some way we could supplement the light covertly. It was pretty involved.
Even the park where the lead character wakes up at night was meticulously planned, with battery-operated lights that could be set up in seconds so we could just get what we needed and move on. Lastly, so many of the car interior scenes were cheated right in my driveway with movie magic! I’m very proud of those!
On my second re-watch, the sound design of this film is a huge factor in selling Andy’s deteriorating state. That and low-key mine with the baby sounds. How far was too far for you when it came to landing the right sounds to drive Andy insane and immerse the audience? What was the trial-and-error process like in designing the right sound, particularly early on, to set the tone?
Ryan Barton-Grimley: The sound in LISTEN CAREFULLY is a huge part of the experience. We had 50 layers of video in our editing timeline with all the layered visuals, but we had over 100 tracks of sound. It is so important to the experience and really fills out the mood and vibe, not to mention highlighting all the scary stuff and crazy visuals.
We worked very hard on this relationship in the edit. This was all before we handed it to our amazing composer, Jack Bradley, and our incredibly talented sound designer/mixer, Kevin Hill. These guys took our edit and turned it up to eleven. The score is so foundational to Andy's experience and really captures the depth and darkness of Los Angeles at night, as well as the pace and anxiety he feels.
And Kevin Hill—he’s just a master of sound design and mixing. He was somehow able to balance everything out and highlight everything in such a powerful, foreboding way without it ever feeling overdone or out of place. I remember the first time I heard his preliminary mix with the full score—I got so excited. Those guys took LISTEN CAREFULLY to a whole other level.
What else did I not touch upon that you really, really want to talk about and share about the film?
Ryan Barton-Grimley: I’d like to talk about our amazing family pet, a giant orange cat named Ellie, that we had to put down right before our shoot. We had worked so hard to get our house in order for shooting and done so much prep for the film, it came as such a shock when she suddenly fell ill. She had cancer and was very sick and suffering immensely.
The day before principal photography, my wife Simone (who plays Allie in the film), our two daughters, and I all went to say goodbye to her. It was heartbreaking. It crushed us. We loved that cat. She was like our first child. We delayed the shoot for a day to grieve, but then we decided to just lean in and use it to our advantage.
When I asked Simone how she was feeling before her first scene of the day, she said, “I’m doing this for Ellie. I got no more f***s to give.” It was such a strong, simple statement, and I think it really sums up how we approached this film. We just went for it, no matter what. Covid be damned. Losing our beloved pet be damned. Low budget be damned. We just did it anyway.
It’s the only way to make a proper indie film.
LISTEN CAREFULLY is now available worldwide on Digital VOD, including Apple TV, Tubi, and Prime Video.