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John Turturro unleashes a well-aimed tomato at Sam Rockwell in 'Box of Moonlight' (1996).

The making of Tom DiCillo’s ’90s indie gem, ‘Box of Moonlight’

For a brief time in the 1990s, independent American filmmakers were suddenly important—or, at least, they were getting attention for their work. In this pre-Netflix era, when movies still seemed more like an art than a convenience, they created a wave of fresh, must-see-in-the-theater titles. There were the self-produced, micro-budget wonders of  Richard Linklater’s Slacker, Kevin Smith’s Clerks, and Robert Rodriguez’s El Mariachi; the hard-boiled neo-noirs of Quentin Tarantino’s Reservoir Dogs, Paul Thomas Anderson’s Hard Eight, Bryan Singer’s The Usual Suspects, and Steven Soderberg’s The Limey; the left-field worlds of Spike Jonze’s Being John Malkovich, the Coen Brothers’ Barton Fink, Wes Anderson’s Bottle Rocket, and Todd Solondz’ Welcome to the Dollhouse. Even “veteran” indie directors came out with arresting features, like Jim Jarmusch’s Dead Man and Gus Van Sant’s To Die For.

Of course, all of these notable titles were made by white males. Women still faced institutional hurdles even in the indie-film world, but directors like Allison Anders (Gas Food Lodging), Jane Campion (The Piano), and Kimberly Peirce (Boys Don’t Cry) were able to give us a hint of a world in which more female voices could be heard. Meanwhile, the obstacles for directors of color were even higher; despite the inroads made by Spike Lee, Kasi Lemmons, John Singleton, Robert Townsend, and others, the promise of more African American films being produced took a few decades to reach anything even resembling fulfillment.

One filmmaker who was part of this ’90s cinema uprising yet doesn’t get as much attention is Tom DiCillo. The cinematographer for Jim Jarmusch’s striking Stranger Than Paradise, he made his directorial debut in 1991 with Brad Pitt’s first lead role, Johnny Suede. The surreal rock ‘n’ roll comedy didn’t go over well and it took four more years before DiCillo was able to put together a micro-production: Living in Oblivion. This backstage look at independent filmmaking with Steve Buscemi as a frustrated director did go over well—and it allowed DiCillo to gather the backing he needed to finally make his dream project, Box of Moonlight. Here’s what happened when he shot the film in and around Knoxville, Tenn.

Originally published November 1995; additional reporting by Hillari Dowdle.

* * *

John Turturro is standing outside of Bambi’s—home of the fabled “donut dance”—with his pants around his ankles and a man clutching at his waist. It’s 12:20 a.m. on a chilly October night, and the man in question is stunt coordinator Tom Barringer, who’s adjusting a stomach pad so that Turturro can safely get the stuffing pounded out of him by a character named “Doob.” They started rehearsing this fight scene about five hours ago, and so far they’ve only completed a few takes. There’ll be about seven more hours of filming before they’re done creating just a few minutes of Box of Moonlight, a low-budget, independent feature that will supposedly open the Knoxville floodgates to a torrent of Hollywood productions.

Director Tom DiCillo—the man responsible for assembling the 70 shivering technicians, actors and hangers-on—views the scene through a video monitor beside the camera equipment. He likes what he sees. Bambi’s glows resplendent beneath the flood lights, a vision of strident pink paint promising second-rate decadence. The Alcoa Highway strip club was rented for about $1,000—a bargain, to be sure, but the presence of a bona fide, big-time film crew is something new for the club, just as it is for Knoxville. Immortality beckons.

Padding in place, Turturro rejoins actors Sam Rockwell, Dermot Mulroney, and Mike Stanley—the one who will soon have the honor of gut-punching Moonlight’s leading man. Turturro, co-star of Quiz Show, Unstrung Heroes, and several Spike Lee films, stands rigidly on his mark, moving only to bend his neck or smooth his hair, gazing fixedly straight ahead. Known for his wound-up, nervous-guy performances, he has a reputation as a great character actor, someone who’s really good in supporting roles. But here in Moonlight, he’s the main attraction, the star. And a good measure of the movie’s future success or failure rests on his shoulders.

“Let’s try one!” commands the assistant director, Jim LeClair.

A production assistant gets on the walkie-talkie, which is patched in to the sheriff’s deputies out on Alcoa Highway: “Okay guys, stop the traffic.” A few minutes later, Alcoa is momentarily void of the sound of speeding cars. Then the crew pauses until a helicopter flies away.

“Matt, are we good? Yes?”

“Quiet please! Lock it down!”


The clapper snaps, and DiCillo calls “Action!”

The camera focuses on Turturro. He gets an angry expression on his face. Snarling, he smashes his beer on the sidewalk.

“All right, that’s it, Goddamn it!” he yells, and lunges forward at the sneering Mulroney. Unfortunately, his progress is stopped by Stanley’s fist.

“Oof!” grunts Turturro, buckling over. Stanley continues to ram his fist forward, dragging Turturro off camera with the momentum, no doubt to do even more damage off-screen.

“CUT!” DiCillo yells.

Turturro gets up. A few people clap. The cameraman begins setting up another shot, this time at a different angle. The production assistant clicks on his walkie-talkie: “Jim and Tim—let’s release the traffic for a few minutes, okay?” Jim and Tim acquiesce, and soon traffic is again whooshing by at dangerous speeds, though some drivers slow down to take a quick look.

Thus the glamour of film making continues on through this very early morning in October—which is also the last day of shooting. After occupying Knoxville for almost five months—having been grandly welcomed by the governor, eagerly assisted by local officials and feted by star-struck citizens—the movie production will soon be over. The actors and producers will jet back to New York and Los Angeles, the technicians and film equipment to Seattle; the lunch truck will head back to North Carolina. What they’ll leave behind is a hope shared by local politicians, hoteliers and bar owners—that Box of Moonlight won’t be the last we’ll see of movie makers, and their money, in Knoxville.

A youthful Sam Rockwell (middle) confers with director Tom DiCillo on the set of ‘Box of Moonlight’ (1996). Photo courtesy of the production.
The Big Idea

Tom DiCillo is splayed against the built-in “couch” of his trailer like a worn rag doll, hands resting palms up, a tired yet determined expression on his face. Through the thin walls of the decidedly un-homey trailer—his very first after directing two films—come the dull thuds of carpenters and the shouts of technicians, sounding like roustabouts in a circus.

“Last night was one of the toughest nights I’ve ever had on any set,” confesses DiCillo, who shot eight films (including Jim Jarmusch’s trend-setting Stranger Than Paradise) as a cinematographer before becoming a director. “Every instinct in my body told me to jump on this [unnamed] person and beat the shit out of them. Literally. I was prepared to get in there and rip their throat out. That was what I wanted to do. Instead, I had to smile and go back to work.”

It could have been a scene from his most recent, critically acclaimed film, Living In Oblivion, which follows the travails of a hapless director trying to shoot an independent, low-budget film. No matter how hard he tries to remain in control, the director finds himself battling insurmountable dilemmas: technical muffs, nervous breakdowns, clueless actors with egos running amuck. And throughout the miscues, no matter how frustrating or infuriating, all he can do is smile—and try again.

“On Box of Moonlight, it was like being dropped into the Pacific Ocean in the midst of a typhoon with 50-foot waves,” says DiCillo. “And I knew that going in. But every single thing that I thought I had in reserve—my knowledge of what I thought a director was—evaporated. I told myself, ‘The only way I’m getting through this is to just grit my teeth.’”

And grit he has. For despite the personality conflicts, the 35-day shooting schedule (60 days would have been more appropriate), and the micro-tight $3.5 million budget, shooting Box of Moonlight in Knoxville has been the realization of a dream for DiCillo. “Even though this is our last night of shooting, it’s still sort of sinking in right now that I’ve been able to make this movie,” he says. “It’s really quite unbelievable that I’m here.”

The road to Knoxville began over four years ago, after DiCillo made his directoral debut with Johnny Suede, starring Brad Pitt. The offbeat little film about a pompadoured hipster and his quest for romance and rock ’n’ roll bombed at the box office, though it managed to win Grand Prize at the 1991 Locarno International Film Festival. DiCillo was in Japan shooting a film for two months when he began getting inklings of what his next script would be: What if his job were to be canceled early? What would he do with his extra time? Would he tell his wife, or … what?

From this germ of an idea came Box of Moonlight, a story about how one man tries to redefine his own understanding of himself. Electrician Al Fountain is an orderly sort who’s all business. Working on a construction job in a small town for months on end, far from his wife and son in Chicago, he barely allows himself time to miss them. It’s not until he realizes just how much his coworkers dislike him that he begins questioning who he has become. And when the job is canceled early, instead of returning home, he sets out on a trip to relocate a fragment of his childhood: Splatchee Lake. On this quest, he is befriended by his polar opposite, a free-spirited oddball played by Sam Rockwell. Soon, he’s doing things he never thought he’d do, and finding a different person inside.

After writing it in about two months, DiCillo was sure this highly personal film would be his next project. But it was not to be. What followed was a tug of war between financing and casting—sometimes having the star, other times having the money, but never both. In the meantime, he made Living in Oblivion as sort of a goof—a funny compilation of his own frustrations—and it became an art house hit. Ironically, this enabled him to get financing for Box of Moonlight.

And now here he is, in Knoxville, finishing up the last shot of his dream project, one he’s pursued for almost five years, his tour de force.

“This is the most grueling, most antithetical process to finding art that you can imagine,” he says. “Art sort of happens completely by accident when you’re making a movie. And if you’re lucky, you’re there at the right moment. It’s been a very tense shoot.”

Just then, a voice from outside the trailer bellows in confirmation: “IT’LL BE A FUCKING BLOODBATH, PAL! I’LL TELL YOU RIGHT NOW!”

Bracing himself for his return to the director’s chair, DiCillo stands up, stretching. Time to nail that fight sequence … another 10 or 20 times.

“But when things start going together, when that little magical moment happens, it’s like a drug,” he says. “You cannot beat it.”

And back out he goes. Smiling.

A scene from ‘Box of Moonlight’ (1996) being shot in Knoxville, Tenn. Photo courtesy of the production.
The Money Finders

Producer Marcus Viscidi fires up another Marlboro Light as he settles at a table inside Bambi’s, safely located near the front entrance so he can make a quick getaway if need be. He takes a puff, nervously eyeing the somewhat shabby decor—which, to be fair, was never designed to withstand the rigors of full overhead lighting. Marcus is chain-smoking tonight, and with good reason. He’s already worked a 10-hour day, and it looks like he’ll be here for another six or seven. He’s running on adrenaline and nicotine.

On this last night of filming, Box of Moonlight has remained on schedule and relatively on budget—nearly an anomaly in the film business. But it’s still a make-or-break situation, and Viscidi is clearly aiming for the former.

Viscidi’s role as producer is a complicated one. He’s the guy who has to make everything work, to stay within the budget, to stay on the shooting schedule, to rent the equipment, to make sure locations are working, to find a cast and crew of nearly 70 and then see that they all play nice together. When shooting wraps, it will be the culmination not only of a long day, but of a years-long struggle to get the movie made. Viscidi—along with co-producers Tom Bliss and Taylor McCrae, who flew in today to watch the final shoot—has been working on the Box of Moonlight project since 1992.

“Tom [DiCillo] sent me the screenplay for Box of Moonlight in 1992, and I fell in love with it and agreed to produce it and work on raising the money for it,” Viscidi recalls. “It took us three years. Everybody who saw the script fell in love with it, but you have to have a cast to get the financing. And every time we put together the cast, one element of the financing would fall apart. And once we got the financing back, we’d lose the actor we had associated with the role. At different times, Fred Ward was considered for the role of Al, as was Ed Harris. And several times it was John Turturro.

“There was a point where we felt so frustrated about it,” Viscidi continues, “that Tom went off and wrote this 20-page short script called ‘Scene Six, Take One,’ which was the working title for Living in Oblivion. We decided to do it, and we got together $40,000, and we shot the first 22 minutes of the movie. Then, because of the success of that, we were able to raise the money to turn it into a full-length feature.”

Enter Bliss, COO of Beacon Pictures, and McCrae, an executive at the rapidly disintegrating Savoy Pictures.

“We had seen 10 minutes of Living in Oblivion and fell in love with it, then we fell in love with the script for Box of Moonlight,” says Bliss, whose full-time job prevented him from playing a hands-on role in the actual production of the film. “After we’d seen Living in Oblivion, we knew that we were dealing with a very talented director and a very talented writer. When Beacon Pictures passed on the script, I took the project to Lakeshore Pictures because I loved it so much. And Lakeshore agreed to finance the picture.”

The lovefest for the script and DiCillo is shared by not only Viscidi and Bliss, but also by the entire crew. Many say they’re working on the low-budget production out of love; Turturro, in fact, is working well below his “Hollywood” rate.

“It struck a chord in me,” explains Bliss, “the idea of people who are trapped in archetypes and are trying to express themselves outside the parameters they’re stuck in. Tom DiCillo has an original American voice … I would put him in the same category as Woody Allen and Robert Altman in terms of American auteurs. He’s going to be producing a lot of important work over the next 50 years.

“Most films today are more like rides than movies, but this is a film that is about something,” Bliss continues. “I wouldn’t say it will have a mass appeal—it’s not a big budget action film. But I think it will have a broad appeal. We think it will be wide enough to justify the investment.”

Viscidi is far more direct in his expectations for the film. “I would be very happy to see this film do $20 million in terms of U.S. domestic box office,” he says. “Because if it does $20 million domestic, then you know that it will do at least that much foreign, and maybe a third of that in home video. I’m not looking for this film to be a blockbuster. I’m looking for a film that is critically very well received, but that gets a wider release than Living in Oblivion.

“But a lot depends on marketing, and I don’t know how it will be marketed yet,” he says, stubbing out one last butt before he rejoins his troops outside. “But I can tell you that the Cannes Film Festival will be a big marketing tool, and that I definitely want to do.”

And that, he notes on his way out the door, is a whole other story.

From left: John Turturro, Sam Rockwell, Lisa Blount, and Catherine Keener in ‘Box of Moonlight’ (1996). Photo courtesy of the production.
Location is Everything

Gary Huckabay is a friendly, clean-cut guy, obviously well liked by everyone. That is good, since until the cameras start rolling he’s basically in charge. Walkie-talkie in hand and cellular phone firmly pressed to one ear, Huckabay was the first crew member on location at Bambi’s tonight. In fact, he’s been the first crew member on every location, as befits his title—he’s location manager for Box of Moonlight Productions.

A New Orleans dweller, Huckabay spends his time traveling the country, looking for locations for movies—his resume includes JFK, The Pelican Brief, Hard Target, and Mad Love. And it is Huckabay that Knoxville has to thank, at least in part, for the fact that Box of Moonlight chose to film here.

“Marcus and Tom had been thinking about this film for a long time,” Huckabay says. “When we started scouting around, we had three states in mind: Utah, Washington, and Tennessee—the Knoxville area. Then we went scouting, trying to find locations, views, and interiors that are consistent with the script.”

Huckabay found what he was looking for in Knoxville. “The script calls for not exactly a run-down look, but a seedy look,” Huckabay says. “We weren’t looking for that inner city glamour. We also needed a lot of countryside, and that was a big selling point for Knoxville—it’s beautiful, and the foliage changes late in the year here.”

Once the decision to shoot in Knoxville was made, Huckabay teamed up with the person he calls “the most instrumental man on this project,” local independent producer Jeff Talman, who served as assistant location manager on the film. Together, the two set off to find at least five different locations for every scene.

“We did a lot of work on Martin Mill Pike, and it looks like something you might see in Italy—in fact, we called it ‘the Italian Highway,’” Huckabay says. “We shot in a tomato patch in Strawberry Plains and it was such a clear day that you could see the Smokies. The stuff we shot at Norris Lake looks unbelievable. And we shot at a swimming hole in Greenback that was a very tranquil Adam and Eve-like setting. It was unbelievable. It’s probably the prettiest scene in the whole film. I know I said ‘seedy’ before, but we really did shoot a lot of gorgeous countryside.”

DiCillo, who made the final decision to shoot here, shares the sentiment: “I just loved the rolling hills and the woods, and the green pastures. It seemed to me to evoke an America slightly primeval, before the Europeans came. We have a character who is dressed up in a Davy Crockett costume, who lives in a trailer with one whole side open to the woods. I wanted the woods to almost serve as a character. And I was able to do that here.”

Outside of problems with the weather and what Talman calls “the obligatory run-ins with three or four assholes,” the film crew had an easy row to hoe. From city administrators to county farmers, Knoxvillians have all bent over backwards to accommodate the film makers.

“We’ve had a good experience here because a lot of this stuff is completely untapped,” says Huckabay. “It hasn’t been shot yet, or used, or seen. And the people here have been exceptionally responsive and cooperative—they’re not jaded. In fact, I’ve shot all over the country and this is probably the most receptive community I’ve ever worked in—from the film commission to the production community, to the mayor’s office.”

“We live in an area where people are not suspicious of honest smiles,” Talman concludes. “I mean, we would end up in a number of locations where we’d want to park our vehicles and equipment, and people would say, ‘Okay, we don’t care about the money, but what we’d like you to do is not to swear or drink on our property.’ I have complete respect for people who the first thing on their minds is not money, but something else.’”

That something else, perhaps, is the chance to be immortalized on film for the world to see. Exactly what it will see will be designed by one person.

John Turturro in a scene from ‘Box of Moonlight’ (1996). Photo courtesy of the production.
The “Knoxville” Look

It’s 1 a.m. and there’s unrest among the cast of extras scattered in various stages of exhaustion around the bar inside Bambi’s. They’re a motley crew, uniformly dressed to look like redneck rubes, resplendent in camouflage jackets, muscle tees, worn flannel, and acid-washed denim. They’re griping about the hours (they’ve been here since 4 p.m. and are likely to be here until 6 a.m.), they’re griping about the repetition, they’re griping that their prop beer cans are repeatedly filled with Sharp’s. But, mostly, they’re griping about their outfits.

“Look at me, would you?” says Jordan Nasser, who is busy zipping and unzipping his atrocious gray and black parachute pants to create what he hopes will be a harlequin effect. “I look like I stepped out of a Boy George video.”

Nasser, who also sports an inadequately filled-out tank top and a formerly trendy painter’s cap worn backwards, has production designer Therese DePrez to thank for his new look.

Along with Huckabay, DePrez—a strikingly tall New Yorker frequently decked out in Spandex pants and high-heeled sneakers—was one of the first of the crew to arrive in Knoxville. Her job, simply put, is to control the way everything in the movie will look.

To do that, she has spent the last several months combing thrift stores, garage sales, and rummage sales, frequently drawing the attention of local bargain shoppers simply by the sheer volume of, well, crap that she’s bought. Here, in Box of Moonlight, she’s putting that crap to good use.

“I was going for a timeless look,” she says. “I didn’t want to know what year we were in, I didn’t want to know that we were in the South. But I really wanted to use a lot of plastics, a lot of colors, and a lot of—not kitschy—but very contemporary bad taste. If anything, the look is very ’80s, when the whole plastic, corporate logo look started to come in.”

DePrez says she was seeking to create a white trash ambiance of a certain kind: “We didn’t want the movie white trash, like the Natural Born Killers kind of white trash. We wanted to be a lot more realistic than that.”

For the most part, DePrez was able to find everything she needed to create that look right here in Knoxville. She was even able to find her inspiration. “One of the things we did in pre-production was go to a Smoky Mountain Wrestling match, and we took inspiration from that via wardrobe, haircuts, and graphics,” she says, giggling at the memory. “That was the apogee of our design right there. It just hit us—this was the look we were trying to capture.”

Home Movies

Last August, the announcement was made. The television crews were there, a few newspaper reporters and photographers—heck, even a radio reporter. The ragtag members of the Knoxville media had gathered right smack in the airy concourse of the Hyatt Regency to record the gory sight of politicians taking credit for everything they could think of. Gov. Don Sundquist began the chain of self-congratulation upon announcing Knoxville’s impending future as a film site.

“This announcement represents yet another milestone in Tennessee’s effort to become a major venue for entertainment production,” Sundquist declared. “Besides the natural excitement that surrounds a film production, this project will bring economic and tourist development to East Tennessee. I especially commend my friend, Mayor Victor Ashe, for having the foresight to establish a Film Commission in Knoxville two years ago and for supporting both the city’s effort and the state’s in the recruitment of this important film project.”

Whether or not Mayor Ashe’s foresight two years ago actually led to landing the Box of Moonlight production is debatable—technically speaking, Knoxville’s film commission is only an informal and unfunded group of interested local production types. But how important, really, will the movie be in breaking Knoxville out as a good place to shoot films?

Meredith Zamsky—who as line producer for Box of Moonlight was the key person making deals, hiring locals, and locating equipment—has perhaps the best perspective on how Knoxville’s film community might develop. “It’s a beautiful area, and the people are very accommodating. We felt very welcome to be shooting in the community,” she says. “I think Knoxville can develop its film community. But I also think that there are a fairly limited amount of resources in the area in terms of equipment and people. If someone were to ask me how I loved working in the Knoxville area, I would have to tell them that the area is beautiful, and you’ll get great shots. However, you have to be prepared to bring a lot of your crew and equipment in. And it’s expensive to do that.”

Producer Viscidi agrees. “I’ll be brutally honest,” he says. “There are not enough people for a production to be based here without all these people coming in from the outside. You don’t necessarily need a full crew here, but you do need a little more of a base.”

Mark Levine, full-time location coordinator with the Tennessee Film Commission, sees it this way: “It’s that chicken and egg thing. You can’t get the jobs until you get the crew, and you can’t get the crew until you get the jobs. There’s no denying that we have some gaps to fill. But it’s turning around in East Tennessee.”

Levine has concrete evidence to back that statement up, though he’s cagey about the details. “I can’t tell you too much because I’ve seen productions walk away from the area because of the press,” he says. “But there are at least a half-dozen possible projects looking at East Tennessee right now—and I say possible because you never know for sure until the first frame of film rolls through the gate. I can say that Tri-Star has scouted the area recently, and Disney is interested in filming a couple of projects over that way.”

Adams thinks word of mouth is Knoxville’s best form of publicity, and he thinks that Box of Moonlight will generate plenty.

“I believe they found it very easy to do a movie here. I think they came in on budget,” he says. “I think that not only will they go back and spread the word, I think they already have. The movie industry is a very small industry—everybody knows everybody.

“Word will get around.”

Epilogue: Although Knoxville did see other small film shoots come to town, ranging from Asia Argento’s The Heart Is Deceitful Above All Things to Burt Reynolds’ The Last Movie Star, it never really became much of a hub for film production. But it did succeed as a base for TV and digital production, with Scripps Networks (HGTV, Food Network, etc.) ever expanding its local headquarters until it was purchased by Discovery. Box of Moonlight didn’t quite hit $20 million in domestic box office, but it became a cult favorite among those who’ve seen it. You can rent Box of Moonlight on most streaming services, such as Amazon Video, YouTube Movies, Google Play, or Vudu.

Coury Turczyn

Coury Turczyn is a concerned consumer of popular culture. Got an interesting story idea or an amazing financial opportunity to share? Contact him at coury@popcultmag.com.

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Richard Balducci

“Box of Moonlight” is sublime, and it is my favorite film of all time. It’s a true Masterpiece. Look quickly for the split second that Al Fountain’s first
gray hair appears when his car is spinning out of control, as he dodges ‘The Kid’s’ stranded car❗️Every performance is top notch, the photography is resplendent, and the pace never lags. It is a movie that you have to really pay close attention to, or you’ll miss the fine details. Tom DiCillo is a great writer and a visionary director❗️🍸👏❤️

Paul rom

Box of moonlight is a very good nuanced film. I’m from knoxville so it was delightful to watch and tag the various locations. The only criticism I will submit is. The fictional town the film takes place.
In is called “drip rock.usa”. I just thought they could have represented the area with a more creative name.other than that it rocks!


90s was probably the best time in movie history.

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