Like most good things, it started with Tom Cruise. In May and June 2023 I saw Mission: Impossible – Dead Reckoning Part One in cinemas three times, but it was several months later when, daydreaming about it and searching the internet for information on its production, Mark Kermode’s review put me on what turned out to be a long and very inspirational track of movie history. I’d never heard of Louise Brooks and I’d certainly never heard of her most famous American movie, Beggars of Life, which preceded the seventh Mission instalment by 95 years – but when Kermode mentioned that the 1928 part-talkie thriller also featured a train going over a cliff, I was intrigued.
1. Pre-production
At this point, December 2023, Husam and I were thinking about our next project. We’d done a half-hour mockumentary and a pretty ambitious music video that year, and we felt about ready to start our first feature. We quickly decided on something silent, reasoning that it would be easier on our crew of two if there were no sound to record, and we both liked the idea (previously implemented in The Night Shift) of building archive footage into the movie. Virtually the entire output of the silent era had entered the public domain when our ideas were starting to form, so we knew there was a great deal we could do, but we kept the original germ. We’d just seen Beggars of Life on YouTube – this was before we found out about the treasure trove of high-quality public domain works available on Wikimedia Commons, which became the source of virtually all the archive footage in our movie – and one of the first decisions we made about Away with Words was that it would open with an action-adventure sequence that repurposed that movie’s wonderful train material into something that would include a new protagonist.
Who was that protagonist going to be? Well, since we were taking clips of silent films and stringing them together into new stories, it was natural that Abel Lively should do the same. So we made Abel an editor and intertitle painter with a dangerously strong imagination, brought to life in his homemade action-adventure serial The Spider’s Web. (There is actually a serial called The Spider’s Web, but it started well into the age of talkies. We hadn’t heard of it before giving the name to Abel’s vicarious existence.) Abel would be the star of our movie, and his alter ego, the Cincinnati Kid – so named simply to pair vaguely with Oklahoma Red, Wallace Beery’s Beggars of Life character – would be the star of Abel’s movies. Not yet having seen too many silent films, we didn’t know how closely we were sticking to the Sherlock Jr. formula with this set-up. In return for accidentally recycling his great movie, we gave Buster Keaton no fewer than three cameos.
Our thoughts next turned to the parallel stories we would need: the one in the real world, and the one in Abel’s head – that is, the one in The Spider’s Web. We liked the idea of doing a romantic comedy – something light and hopefully charming, something fanciful and a little wacky. Sticking to the central idea, we knew that Abel’s real-life romantic quest would need to be mirrored in and complemented by and entangled with the Cincinnati Kid’s. We didn’t hold auditions for the object of the Kid’s affections; we knew it had to be Louise Brooks – Lulu, as she’s known in Pandora’s Box. (She’s technically ‘Thymian’ in Diary of a Lost Girl, but Louise Brooks the person and Lulu the character have been so closely intertwined for almost a century that any other name for her onscreen persona feels wrong.) This was partly down to finding her first, but there was another good reason: in all of her surviving features, Louise wears her hair in the same fringed bob. That meant we could swipe clips from any of her films and rearrange them into a story fashioned around the Cincinnati Kid without worrying about continuity.
As for Abel’s love interest, we didn’t hold auditions for her either. Established Reshoot Productions collaborator Jessica Still was ideal for the part of Penelope Peabody and interested in the project, and that was the extent of the casting process. Jess is a painter, which provided a natural way for Abel’s and Penelope’s paths to cross: if Penelope had been a poster artist for Louise Brooks’s studio, Paramount, it was plausible that she’d be scraping a living in the early post-silent era by hawking her old wares – and even, if we stretched the point a little, that she’d have access to a vault of abandoned and forgotten silent films featuring one Louise Brooks. All we had to do was put Abel in a situation where he needed footage of Louise. With these pieces in place, the first few scenes of the Away with Words script were fairly simple.
The last hurdle of this early phase was the matter of connecting the story of The Spider’s Web, featuring the Cincinnati Kid and Lulu and Oklahoma Red, to the story of Abel Lively and Penelope Peabody. Having them run in parallel for a while was all very well, but we needed a collision. We knew that we wanted Abel’s hand to rebel against its owner’s increasingly extreme delusions – delusions that would, we knew, end up cutting him off completely from the true sources of meaning in his life, both real and imagined – by starting to shake uncontrollably, curtailing his ability to create intertitles for his serial and, by extension, bringing an end to his fantasy life; and we knew that he would only regain the use of his hand by letting go of that fantasy (which seemed broadly just, in the narrative sense – something like a happy Greek tragedy); and we knew that Penelope would need to come to replace Louise in Abel’s heart, eventually; and we knew Abel needed both to become and to overcome his alter-ego; and we knew that he needed to learn to value his real life, including Penelope, by being deprived of it – but we didn’t immediately know how to tie these threads together. Then it struck me, sitting with Oliver Makins outside Wimbledon station, how much he looked like a mad scientist.
The thing is, there’s really no limit to the number of problems that can be solved at once with a big zap. Abel needs his hand fixed? Zap! Penelope needs a way to find him when the first zap goes awry? Zap! We need Abel to be banished not only from his imaginary life, but also from the real world he’s always known? Zap! We need to hide a jump cut when an umbrella opens instantaneously? Zap!
With the introduction of the mad scientist, we had our runway. After that, our aim was to build up as much speed, as much adventure, as much craziness, as much charm as we could.
2. Getting Cranky
Eighty-five years ago, something terrible happened. Not Pearl Harbor. Much, much worse. It was 1941 when the Federal Communications Commission approved the final recommendation of the National Television System Committee and adopted the standard, in force to this day, by which American TV is shown at 30 frames per second. The horror. The horror.
Since the standard frame rate for films had been established at 24 fps in the late 1920s – when sound came to the movies and a universal frame rate was required to keep the audio synchronised – the advent of the NTSC standard brought a problem for televising movies. Speeding up a 24 fps film for display on TV at 30 fps makes the playback 25% faster than intended, so that approach was quickly deprecated. What if the film could be stretched out somehow, so that any 24-frame segment became a 30-frame segment? That would require an extra six frames for every 24. Twenty-four, fortunately, is divisible by six. Duplicating every fourth frame, therefore, is a simple way of modifying a film print for TV. It creates a tiny stutter six times a second, but for technical reasons this isn’t so bad on TV. It is, however, so bad when the resulting sequence of images is transferred back to film or kept as a digital master.
Possibly because the surviving physical film prints have been corrupted in this way in preparation for TV, most digital reproductions of the silent era’s films – at least in our research for Away with Words – are still mangled into an NTSC-friendly format, even ones that come from highly respected distributors. They’ve largely been converted back to 24 fps, but with the duplicate frames still present – making the results both jerky and 20% slower than they should be. Here’s a clip from the best available digital copy of Pandora’s Box at one-quarter speed to bring out the jerky effect:
And, at the video’s native speed with the duplicate frames highlighted:
Now that’s a 24 fps file. There are two ways of restoring it to the right speed. For one, you could simply play it back 25% faster, that is, at 30 fps. That would look like this:
But the duplicate frames are still there; they’re just a little shorter. The second way – the only way that results in the correct speed with no frame duplication – is to remove the duplicate frames while maintaining the frame rate. That looks like this, a 24 fps video with exactly the same duration as the 30 fps version:
The difference isn’t always obvious, but it’s there, and if you look at it long enough it starts to get grating. Away with Words contains just over 22 minutes of silent-era material, drawn from 32 films and spread across more than 450 of our movie’s shots, from which we removed several thousand duplicate frames. We ended up with 31,846 (hopefully) duplicate-free frames of silent archive footage.
But there’s another wrinkle of history here: silent movies were not typically filmed or projected at 24 fps. For much of the era, motion picture cameras were hand-cranked and the shooting speed was up to the cameraman. It didn’t take long for cameramen to realise that by shooting action at a low frame rate and playing it back at a higher one, the playback could be made faster and snappier than reality. If, for example, the camera is undercranked to record at 16 fps and the captured footage played back at 24 fps, it’ll look 50% faster on screen than in the real world. That’s how slapstick sequences like this one were created:
Towards the end of the 1920s, higher-brow productions were actually being shot and displayed at a higher frame rate than is standard for movies today, but we knew Away with Words would have a final frame rate of 24 fps. What we didn’t quite know was what speed to shoot at. Now 24 fps is generally the lowest frame rate supported by the DSLRs we were using, but there’s a free firmware add-on for various Canon models called Magic Lantern that allows undercranking, which we got and started running some tests with. At 24 fps playback, 12 fps recording looked ridiculously fast. We ran through quite a few options, but settled on a shooting speed of 20 fps for just a little extra snap, which shows up mostly during bodily motion like turning and hand waving. Here’s every test, played back at 24 fps:
3. Production
And so, after months of sending the best eBay had to offer – mostly art supplies – to Bickersteth House, a six-storey Victorian mansion in Ladbroke Grove where we’d rented one of the uppermost rooms for the month of May 2024, we started shooting on the 16th. We planned to have all the scenes set in Penelope’s house shot by the end of the month, including the segment in which she’s imprisoned in the Bickersteth coal cellars, but – in spite of a much-reduced sleep schedule – we didn’t manage the latter. Luckily, we got permission to come back in August for that.
Bickersteth House was, at the time, owned by an organisation with strong Anglo-Catholic sympathies, and included a chapel where most of our shooting took place. From one angle it became Penelope’s studio, from another the church where Abel seeks a cure from a priest (Matthew Bland, an actual priest-in-training at the time).
Virtually every insert and close-up from the Bickersteth House-set scenes was actually shot there but, in one exception, we had a continuity problem: when Abel first enters Penelope’s studio, he’s standing on the left of the frame; after gazing around in awe and taking off his hat, he’s standing on the right. Luckily, this presented an opportunity to recreate one of the most wonderful shots in The Incredibles by moving the posters behind Abel instead of trying to move him. A few weeks after shooting at Bickersteth, we stuck the posters on a couple of tent poles and production assistants Karol Janiuk and Elliot Yates moved them across the background for us:
3.1. Production – The Wilderness (Part Two)
In July 2024, production moved to South Africa, and we started with the hard part. Putsonderwater is one of the largest and most famous abandoned settlements in the country and, consistent with our pursuit of adventure and craziness, we knew we needed to shoot a big scene there. The movie also needed a dose of action, and it came naturally to turn this ghost town into a town of ghosts: hostile ghosts. It was a 600-mile drive from our base outside Cape Town, but we used the trip to stop off at a few roadsides on the way and film pieces of Abel’s trudge through the wilderness. Our last overnight stop before Putsonderwater was in one of the nearest towns, 30 miles of dirt road away.
Putsonderwater was windy on 23 July 2024. If you happened to be wearing a long wig, or to have a fake beard and moustache glued to your face for any reason, you would have found it difficult to eat, drink, or keep strands of hair from sticking to your eyeballs. And if you were proceeding on the ill-advised course of wearing shoes with enormous holes in the soles, you would have got a significant quantity of big Karoo thorns in your feet. Behind the camera, though, was another challenge: we had no storyboards or other firm plan to guide shooting, since it was impossible to scout the location beforehand and it’s not the kind of place that can be explored with Google Street View. (Apart from one photo uploaded by a volunteer from the railway going through town, the closest Street View images available in Google Maps are from the highway 10 miles away.) There are many photos of Putsonderwater online but, as far as we could tell, no maps detailed enough to plan a day’s filming around – so we had to improvise.
Eight hours of improvisation in Putsonderwater yielded about six minutes of screen time and only a handful of minor injuries. Driving to our next stop that night, we nearly hit a truck broken down in the middle of the road with no driver and no lights on. Because we survived, we couldn’t do the ghosts practically; five months later, we shot all that footage back in London with a big sheet instead.
3.2. Production – The Wilderness (Part One)
As for the other wilderness scenes (which precede the ghost town in the movie’s chronology, but were shot afterwards), some second-hand antelope skins and a visit to Propeller Props later, we were pretty much set – with guest cinematographer Eamonn Naidoo handling the camera. Originally, the scene in which Penelope creates a magical connection with Abel was to take place during the day, and that’s how we shot it. Later, when we decided we wanted stars involved, it looked like we’d have to reshoot those shots back in London with no hilltop or buckskin tent. Fortunately, the original take had been shot on a clear day and we could key out the sky just like a blue screen. We also liked the strange lighting in the resulting day-for-night scene:
3.3. Production – The Spider’s Web and Other Sticky Situations
Back in London, in the last quarter of 2024, we shot the last of Jess’s and Oliver’s scenes. Oliver broke his leg in a bouldering accident just before his last batch of shots and spent much of his remaining time on set on crutches, taking breaks for shooting. We couldn’t have got by without his commitment: the only accommodation we had to make for his injury was having the scientist sit down for a few more of his scenes than originally planned.
When we needed him to stand, though, he stood – and even did eight takes of the scientist’s laboratory accident:
There was just one occasion that required a stand-in. After the accident, the scientist is rescued from the rubble by a visiting Penelope. Oliver couldn’t get up from the ground over and over, so I put on his lab coat and Abel’s wilderness wig and Jess and I shot the scene as silhouettes:
The last major batch of scenes shot in 2024 was for the three Spider’s Web episodes Abel produces. The first, “The Public Enemy’s Enemies,” relied largely on footage from Beggars of Life. Here, Wallace Beery as Oklahoma Red displays a character very similar to the original Red: loud and swaggering with a sweetly paternal streak.
Because the footage is left in its original context (although reordered and intercut with shots from a few other films), we couldn’t change the character of Red all that much. But we also didn’t want to, because Red is the charismatic engine of that movie.
Wallace, though, needed to be different. Originally, we planned for Abel to have no lines at all – as Abel, that is; as the Cincinnati Kid, he was always quite loquacious. Later we decided to give him one, at the end, after he’s gone through his labours and his trials. But we still had a big chunk of the movie with Abel alone in his studio and not allowed – by our self-imposed rule – to give voice to his thoughts. As his imaginary friend, we could have Wallace materialise and step into that gap whenever necessary, which was a great help both in establishing Abel’s character in the early scenes and in getting the audience to grips with the separate but overlapping nature of his two worlds. One of the things about Away with Words that gives me the most satisfaction is how new Wallace’s character feels here – brotherly, a little insecure, a sensitive and passionate champion of Abel’s creative efforts – even though every frame of his performance was rotoscoped out of boorish, beer-swilling Beggars of Life.
Wallace Beery was a major star in the silent era, but an even bigger one in the early 1930s, when he was the highest-paid actor in the world and won an Academy Award for Best Actor. The other Hollywood luminary of this period prominently featured in The Spider’s Web was, of course, the wonderful Edward G. Robinson, whose character we named after his first great role, in 1931’s Little Caesar – and who, in a scandalous miscarriage of show business justice, was never even nominated for an Oscar. Today Robinson is better known (and much better liked) than Beery and, thanks to a quirk of copyright, his performance in 1946’s The Stranger – along with the rest of the movie – has been in the public domain since the 1970s. Although Robinson plays a bureaucrat, his body language is sufficiently angry and his phone calls sufficiently fiendish-looking to substitute for a criminal mastermind, and it was fun to give him an assortment of ridiculously diabolical lines.
The second Spider’s Web episode, “Across the Rubicon,” takes up fully ten minutes of Away with Words’s running time, and it’s Louise Brooks’s big sequence. Virtually all the footage of Louise, here and elsewhere, comes from Beggars of Life (by far our most-used archive source at a little over eight minutes’ worth) and her two 1929 German movies: Pandora’s Box (just under five minutes) and Diary of a Lost Girl (just under two minutes). The latter two are easily confused: they had the same director, were shot at more or less the same time, and are both about a young woman driving a series of men to extremes of passion with her feminine charms. Together they contain a variety of proposals, weddings, murders, suicides, funerals and more fruity material useful in the production of overcooked serials. Even so, we needed to bring in other footage to fill in the odd gap, such as the background here (from the second attempt at “The Bottom Dollar”), which comes from 1926’s Flesh and the Devil:
Occasionally we needed a stand-in for Louise so that Lulu could be in the foreground or interact with newly shot material. Jess performed the role uncredited, for example here:
At other times, it was enough to paste some of our own footage over the originals, which was simple but occasionally delicate, especially when camera movement was involved:
But Louise Brooks isn’t the only flapper icon in our movie. The other, of course, is the one and only Betty Boop. What started as a cute little contrivance by which Abel could become aware of Louise’s existence (inspired by a joke around the 28-minute mark of Show People) ended up as a wiggling, wise-cracking tribute to the golden age of American animation. Working with Betty was delightful, but laborious – mostly because of all that wiggling. To construct the 56 seconds of Away with Words in which she features, we had to cut the incorrigibly mobile Betty out of 718 frames of six of her early-30s shorts (that amounts to just under 30 seconds of source footage: to bulk that up to her minute of screen time, most of it was looped or used multiple times). And the original Betty is more of a dancer than a walker, more of a singer than a talker, but her natural place in our movie was as a basically stationary, garrulous sort of person. Reconciling those differences sometimes required a Frankensteinian level of cutting up and sewing together of disparate parts, for example here:
4. The End
By the middle of 2025, barring a few tiny pickups, we’d edited a full version of Away with Words. After approaching several conservatoires around London in search of a piano composer-player to create the soundtrack, we received an excellent audition from Andrew Cowie, a master’s student in composition at the Royal College of Music. In July we spent a weekend with him at the College as he improvised his way through every scene of the film. We took the recordings and compiled them into a rough soundtrack, sent it to Andrew to mull over for a couple of weeks, and recorded the final accompaniment in a single eight-hour stretch at a West London recording studio in mid-August. We shot the final pickups for the movie the following month.
In all, we filmed over 80 days between May 2024 and September 2025. Small edits came in a trickle for months more. The absolutely final version of Away with Words was finished in June 2026. Making it was a joy; we hope watching it is too.
— Sam Pothier,
30 June 2026