Top 10 Making-Of Documentaries

Making-Of documentaries can be compelling for a number of reasons. They can reconfirm your love for a movie you’ve always enjoyed, or act as a cautionary tale for what not to do while working on a movie. Whether they’re shorts included on the main film’s DVD, or standalone features, a great Making-Of documentary will teach you about film and filmmaking. Below are my favorites, but considering there are thousands to choose from, do feel free to list your favorites as well.

10. Lost in La Mancha (2002)

dir. by Keith Fulton and Louis Pepe

The Man Who Killed Don Quixote is the film that has eluded Terry Gilliam throughout most of his career. In 2000, after several failed attempts to get the film off the ground, Gilliam began production on his dream project. It was budgeted at $32.1 million and financed completely outside of American involvement, which is nearly unheard of for a film that size.

Now, if you’ve never heard of The Man Who Killed Don Quixote, Lost in La Mancha will show you why. Gilliam’s film unravels within literal hours of the first day of shooting. Everything goes wrong, and Gilliam is left in complete disarray. Lost in La Mancha began as a Making-Of featurette to be included in Don Quixote’s promotional materials, but it soon turned into a feature documentary about a film that cannot outgrow its curse.

Lost in La Mancha is currently available to stream on Netflix Instant

9. Within the Ring: The Making of The Wrestler (2008)

dir. by Niko Tavernise 

Niko Tavernise was invited to shadow Darren Aronofsky’s The Wrestler for the duration of its production, resulting in one of the finest Making-Ofs I’ve seen for a modern independent film. There’s a scene in Within the Ring in which star Mickey Rourke is obviously not feeling it. He’s phoning in his performance and lazily delivering his lines. Suddenly, Aronofsky appears out of nowhere, grabs Rourke by his jacket, punches him in the chest, then walks out of frame. The first time I saw this, I gasped out loud. It’s a perfect example of the trust an actor and director must have in order to create something special. Aronofsky says nothing in that moment, but really, he’s saying everything.

Within the Ring is available on The Wrestler DVD, and right here on Tavernise’s Vimeo page

8. Full-Tilt Boogie (1997)

dir. by Sarah Kelly

Robert Rodriguez loves his Making-Ofs docs. His Ten Minute Film Schools (featured on nearly all of the DVDs for his movies) are essential for anyone with a remote interest in filmmaking. (El Mariachi is the best, which you can watch here.) But no Rodriquez Making-Of is more encompassing than Full-Tilt Boogie, which chronicles the entire production of the Rodriquez/Tarantino vehicle, From Dusk till Dawn.

Full-Tilt Boogie is an excellent inside perspective on what it means to make an independent film. Sure, there is plenty of footage with Rodriquez, Tarantino, George Clooney, Juliette Lewis and so on, but Full-Tilt Boogie is chiefly interested in the mood on the entire set, not just with the stars. You hear from production managers, stunt coordinators, script supervisors, key grips – everyone has something interesting to say. Full-Tilt Boogie also captures the repercussions of running a non-union production on a film of this size (From Dusk Till Dawn was budgeted $19 million). Again, this is a very “insider” doc, but it’s a thrilling watch all the same.

Full-Tilt Boogie is available on the From Dusk till Dawn Collector’s Series DVD, and on Netflix Instant

7. The Making of The Shining (1980)

dir. by Vivian Kubrick

The Making of The Shining is a rare and essential inside look of a Stanley Kubrick set. Directed by Stanley’s then 17-year-old daughter, Vivian, the film chronicles the overall tension on set, as well as the technical proficiency required for some of the film’s most famous sequences. You’ll laugh (there is no end to the pleasure of watching Jack Nicholson being a goof between takes), you’ll cry (Scatman Crothers’ interviews are unexpectedly moving), you’ll feel pain (Shelley Duvall really had it bad making this movie), and you’ll marvel at watching the determined, frustrated Master Kubrick at play.

The Making of The Shining is available on most DVD/Blu-Ray releases of The Shining, and various places online

6. American Movie (1999)

dir. by Chris Smith

Mark Borchardt suffers from one of the worst cases of delusions of grandeur I’ve ever witnessed. Even though the amateur filmmaker can’t seem to finish his short horror film, Coven, he knows that once it is completed, he will be able to use the profits from Coven to fund his first feature film, Northwestern. From there, he will certainly reach glory. Problem is, Borchardt has no money, little talent, and next to no resources to complete his short.

Although well versed in the filmmaking vernacular, Borchardt simply doesn’t have a clue. Already in debt for various reasons, Borchardt has three kids he can’t pay child support for, a mother who seems eager to get him out of her house, and an increasingly serious dependency for alcohol. He truly thinks he’s the next master of horror, despite not having anything to show for it. American Movie is a very good film about the making of a very bad one. It’s one of the most tragically humorous documentaries of recent memory.

American Movie is currently available for free on Crackle

5. Overnight (2003)

dir. by Tony Montana and Mark Brian Smith

Troy Duffy’s overnight success is the stuff that Hollywood dreams are made of. A bartender by day, Duffy’s life changed when his script for The Boondock Saints was picked up by Miramax for $300,000. Miramax chief Harvey Weinstein fast tracked The Boondock Saints into production (with a handsome budget of $15 million), with Duffy set to direct and score the film with his rock band, The Brood. Oh, and Weinstein offered to buy the bar Duffy worked in, so that he and Duffy could own it together. Because why not?

That’s as good as it gets in this game. But what starts as a story of the American Dream quickly melts into a horror show of insane ego and baffling arrogance. As depicted in Overnight, Troy Duffy is an egomaniacal asshole who sabotages his own good fortune. Every sentence he utters is delivered with jaw-dropping elitism. He insults his friends (including Montana and Smith), family members, movie stars, heavy Hollywood players – really, anyone within earshot. Naturally, Weinstein doesn’t appreciate Duffy’s blowhard behavior, and quickly retracts everything he offered Duffy.

Overnight is a shocking portrayal of everything not to do once you’ve been afforded your dream. And if you think Duffy was riding high from all the money The Boondock Saints made in DVD sales… just wait until you watch this film.

Overnight is difficult to find, but worth tracking down by any means necessary

4. Project Greenlight: Season 3 (2005)

produced by Ben Affleck, Matt Damon, Sean Bailey, and Chris Moore

Project Greenlight was an honorable attempt for Ben Affleck and Matt Damon to help young filmmakers break into the biz. But despite their noble efforts, the first two seasons of the show produced very weak films. For Season 3, the producers changed things up by creating a horror flick financed by Dimension Films. Sadly, it takes mere minutes into the first episode of Season 3 for things to fall apart. Matt Damon is particularly pissed that Dimension has already chosen the script they want to produce (for a monster movie called Feast), before deliberations with the Project Greenlight committee even begin. But, as is often the case in Hollywood, the studio holds firm, leaving the creative people scratching their heads.

From there, things only get worse. The committee chooses John Gulager as the director, a promising filmmaker with low self-esteem and zero social skills. Gulager is an awkward but good-hearted guy who simply doesn’t know how to manage a film production. He routinely battles with the casting director, the director of photography and various actors (many of whom act like complete divas). Basically, for those interested in pursuing a career in studio filmmaking, the third season of Project Greenlight should be essential viewing. It paints a very accurate picture of just what in the hell you’re getting yourself into.

Project Greenlight: Season 3 is currently available to watch in full on YouTube 

3. Hearts of Darkness: A Filmmaker’s Apocalypse (1991)

dir. by Eleanor Coppola, George Hickenlooper and Fax Bahr

Apocalypse Now is generally regarded as one of the most horrendous productions in film history, and Francis Ford Coppola’s wife, Eleanor, was there to capture every moment of it. Eleanor was given access to everything – the delays, the breakdowns, the drunken brawls, the typhoons, and on and on. Years later, Eleanor enlisted George Hickenlooper and Fax Bahr to help shape the footage, record new interviews with the cast and crew, and ultimately deliver a remarkable feature film. Whether or not you’re a fan of Apocalypse Now, Hearts of Darkness is an absolute must watch. If nothing else, it’ll give you a newfound respect for Francis Ford Coppola and his talent.

Hearts of Darkness is available as a standalone DVD, and on various DVD/Blu-Ray releases of Apocalypse Now

2. Burden of Dreams (1982)

dir. by Les Blank

I’m hard pressed to think of a better, more appropriate double feature than Hearts of Darkness and Burden of Dreams. The latter focuses on Werner Herzog’s insurmountable production of his mesmerizing film, Fitzcarraldo. The best way to describe Burden of Dreams: in one scene, we watch Herzog and his crew literally pull a massive ship over a mountain. It’s a monumental feat, but nowhere near the most difficult thing Herzog endured on this movie. At the forefront of the frenzy is Fitzcarraldo’s star, Klaus Kinski, who is such a ceaseless tyrant that Herzog’s South American crew actually offers to kill Kinski, just to get him off Herzog’s back.

Blank’s camera is still and unassuming, capturing a young, tireless Herzog as he slowly begins to lose himself. Many critics think Burden of Dreams is actually superior to Fitzcarraldo. A tough call, but one worth researching for yourself.

Burden of Dreams is available via the Criterion Collection

1. Ingmar Bergman Makes a Movie (1963) 

dir. by Vilgot Sjöman

Ingmar’s Bergman’s films changed the way I look at movies, and Ingmar Bergman Makes a Movie changed the way I look at Ingmar Bergman. Originally shot for Swedish television, Ingmar Bergman Makes a Movie is a two and a half hour documentary about the making of Bergman’s masterpiece, Winter Light. From screenwriting through critical reception, Sjöman’s film is a fascinating and exhaustive documentary that consistently finds Bergman in a relaxed and congenial mood (which was rare). We’re privy to countless interviews with Bergman in which he discusses the themes of the film, but also his process in general. Life, love, faith, filmmaking – there’s no stone unturned here, and I love every minute of it.

There have been many excellent Making-Of films about Bergman’s work (the 1986 feature, The Making of Fanny and Alexander, could easily top this list), but Ingmar Bergman Makes a Movie is the best. If a better Making-Of documentary exists, then I certainly haven’t seen it.

Ingmar Bergman Makes a Movie is available as a special feature on the Criterion box set of Bergman’s Faith Trilogy

You May Also Like

My Top 15 Favorite Documentaries

Top 10 Film Passion Projects

Top 14 Werner Herzog Films

the Directors: Francis Ford Coppola