My first observation was that a film set func-

tions like a high school. The stars are like the

most popular kids. The director is the valedict-

orian. The producers are the rich kids . The

camera crew are your AV geeks. The grips are

the stoners. Wardrobe is full of fashion plates.

The production assistants are the freshman. I

was the foreign exchange student. Man, I even

bunked with the producer, Scott Mosier. Sleep-

ing on his floor, not unlike a dog.

The first day of shooting went without a

hitch. I have to admit that I was a little dissappointed with director Kevin Smith's relative calm.

Hell, the last time he called 'action' on a film, he was surrounded by a bunch of pals, doing a film

with zero expectations. This was the show. His sophomore effort. With a crew of at least fifty

(including most of the original crew from 'Clerks' reprising their various duties), the heat was on.

Kevin's directing style is loose but authoritative. He considers himself more of a writer than a

director, but being both let him do some on-the-spot rewrites. That moment when Willam (Ethan

Suplee) turns to René (Shannen Doherty) and delivers that memorable line, "Brenda?", was con-

ceived in literally two minutes. Ethan had no idea that Shannen had been informed of the last min-

ute change. Afterwards, he honestly thought he had offended her. My favorite scene came out of

a conversation that producer Scott Mosier, Kevin Smith, and I had while standing around a camera.

We were waiting for a shot to be set up. The topic was monkeys, and everybody knows that mon-

keys are funny - in hats, driving cars, smoking cigars. Monkey equals Comedy. After finding out

how easy it was to get a monkey, a scene was written for the last shot. I believe this scene will go

down as one of the finest in the annals of monkey cinema history.

"In jokes" are a staple on any film set and 'Rats is chock full of 'em. Walter Flanagan is a mild-

mannered friend of Kevin who is omnipotent in both 'Clerks' and 'Mallrats'. In 'Clerks' he had a

multitude of cameos, among them the offended customer and the guidance counselor with a thing

for eggs. In 'Mallrats', Walter is back with a vengence, playing a creepy comic fanboy and a

worker who gets yelled at by Svenning (Michael Rooker). He is also frequently mentioned by na-

me: characters in two different Brodie stories are named Walter, and Jay says something is faster

than Walt Flanagan's dog. And in a special crossover appearance, Brian O'Halloran (Dante Hicks

in 'Clerks') returns to play Dante's identical twin cousin, Gill in 'Mallrats'.

The mall itself was a pretty depressing sight. Located about forty-five minutes from the Mall of

America, most of it's stores were empty and replaced by mock storefronts for the film. I'm sure I

was not the only person fooled into believing that those were real stores. Of course some - like the

Burning Flesh tanning salon and the discount carpet outlet, Rug Munchers - were a bit obvious,

but most just blended in with the rest of the floundering stores.

No matter how sad it was, the mall was a welcome shelter for the bitter Minneapolis winter.

When shooting moved outdoors, I think everyone shed a tear. Not because of the emotional bond

formed with the place, but because we were now in the damn cold. And in retrospect I think that

the most poignant thing about those frigid days in March is that those scenes never made it to the

final movie.

As the days progressed, the actors seemed to warm to me, and I was accepted into their fold. I

figured that they were where the action was. And everybody wants to be seen with the most pop-

ular kids in school. Without sounding like a goof, I have to say that everybody was pretty friendly

and happy-go-lucky. Even Shannen.

Time off was generally spent playing video games, going to the other mall or just hanging out

in the bar. We took over the hotel during the week. During the weekends it was taken back by

various Peewee hockey teams. I think all the infighting that could have happened among the cast

and crew was replaced by the sheer disdain for those little menaces.

After shooting was done for the day, people would usually congregate in the bar to gossip. Af-

ter a brief visit, Kevin would retire to his room with the Jersey Mafia (a group of his pals were on

the set for the shoot) to play Sega for hours and talk about comics. They rarely discussed the events

of the day and rarely did crew or cast invade these sessions.

The wrap party was my last shot at getting some action going. Everything had seemed too damn-

ed uneventful. With the lure of free booze maybe the place would go up like a powder keg. There

was dancing, food, and pleasant chatter. But nobody was stepping on any toes (well, there was a

small incident between Doherty and the winners of the woman's Final Four, but they provoked it).

I just had to throw some controversy into the mix. I suggested that we get a cast photo in the hotel's

hot tub. After much hemming and hawing (and drinking), the troops were rounded up. And every-

body squeezed into the tub for a bit of fat boiling and photo shooting.

I think a film set is a fragile place. If you have people dicking around, everything falls apart.

Everybody has their job and it all has to be run like a machine. Tensions are high, but nobody

wants to be the one that snaps.

So, in this case, the cast and crew learned to live with each other for six weeks, and by the end

of the shoot, the only real news to report is that everybody seemed to have made a few more friends.

You always hear about the closeness on a set. I think it must be the same kinda thing as in a war.

You might hate the person next to you, but they're usually watching your back. And you're both

fighting for the same cause.

So I concluded that filmmaking is like war and school.

Why does anyone bother?