Happy Cloud Pictures was unofficially founded in 1997 when we (Amy Lynn Best, Bill Homan, and me, Mike Watt) decided to start working on our first feature. With my having just graduated from Pittsburgh Filmmakers, and Bill Homan a graduate of both the Art Institute and ITT Technologies, and Amy the star and producer of my senior film, Tenants, we had all these skills we were eager to use.

I had been playing around with a too-self-aware script about first-time filmmakers maki…ng a movie, and that played right into the cliche about first-time filmmakers. None of us were happy with it but we did like the opening, involving the three of our characters fighting zombies in an fantasy sequence.

That sparked the storyline for “The Resurrection Game”– or, at least, the genre we thought would be the most fun to explore.

A trip to Incredibly Strange Video in Dormont sparked a malapropism from Bill that cemented the story for me. He had intended to rent Jorg Buttgereit’s “Nekromantic,” but accidentally pronounced it “Necromaniac”. I loved that title and it got me thinking about what a “necromaniac” might be. Instead of perversion, I saw a mad scientist bringing back the dead for the government.

Within a week, I had the first draft complete: “Necromaniac” would be set during the middle of a zombie outbreak, and folks having already adapted to the living dead “infestation.” It would involve a private detective (due to my love of noir) investigating the cause of the outbreak and teaming up with a pair of larger-than-live professional zombie exterminators to fight a global corporation. It hit all the notes we wanted to hit: social satire, Hong Kong action, zombies, detective stories, and science-fiction (with the introduction of cybernetic zombies for no other reason than to up the threat).

In 1997, zombies weren’t nearly as prevalent as they would become in subsequent years, so this seemed like a slam-dunk. We even started the film with an abject nod to “Night of the Living Dead”, to be shot in black-and-white, so that we could get the Romero homage out of the way early.

The only problem was, again, this was 1997. Digital video wasn’t yet a prosumer option, none of us had learned non-linear editing – Pittsburgh Filmmakers at the time had one Avid system and nobody really knew how it worked. So our only choice was to shoot on film. Which would mean big, old, heavy cameras, separate sound recorders, and a larger crew than the three of us could handle at the time. Fortunately, we knew a lot of recent film school graduates who were in the same boat as we were.

But how to finance it? Film was never cheap. Fortunately, we had some ideas…

The three of us bought a house in Mt. Oliver, just outside of Pittsburgh, and accessible to our various places of employment, not to mention Pittsburgh Filmmakers, from where we would rent our film equipment. Another plus was that I was currently employed at the long-gone WRS Film and Video Lab, working in the Optical Department with our future star, Ray Yeo.

WRS was world-famous for having been the lab that processed NIGHT OF THE LIVING DEAD. Secondly famous for its owner, Jack Napor, losing a game of chess to NOTLD producer Russ Streiner, where the stakes consisted of free processing and prints of the soon-to-be-infamous horror film.

But before we shot a foot of film, we had to think about how to proceed. The ’90s had been heralded as the Indie Film Decade, with the emergence of folks like Kevin Smith and Quentin Tarantino, two guys whose films – CLERKS and RESERVOIR DOGS respectively – had been made outside of Hollywood. CLERKS, and especially, THE BLAIR WITCH PROJECT, were particularly heartening as they’d been cheap and successful. So at the start, we thought we were treading pretty safe ground.

We spent almost a year in pre-production. The original script for NECROMANIAC had been designed as an “AIRPLANE-style” parody, filled with sight gags and nonsense. After about the second draft, we realized we had a pretty strong story getting lost amongst the fourth-wall breaking, and most of those gags were deemed unnecessary. Once we stripped away the self-conscious humor, what remained was weird, funny, and in several places, actually pretty intense. We knew we didn’t want any scenes of “zombies feasting” as it seemed like gore for gore’s sake, something a lot of no-budget zombie films were focussing on. We wanted the emphasis to be on story and character.

Retaining the ‘noir’ tone, the effects were left to Bill to figure out, the money for Amy to figure out. I’d figure out how to best exploit WRS and Filmmakers to our advantage.

The first thing we did was shoot promo stills with Amy and Bill in their Exterminator costumes as Sister Bliss and Simon McForman. The most popular one proved to be a shot of Sister Bliss lounging on a motorcyle, crossbow in hand.

The second thing was the development of Necro-Phil, our bizarre zombie-Muppet mascot, whose function would be as a strange Greek Chorus throughout the film – not necessarily commenting on the action, but filling in some holes in the story, showing how the world had adjusted to the plague of the living dead and managed to get on with their lives. “Getting on” meant capitalizing on the horror. Necro-Phil was himself a zombie, advocating for the zombies, mocking the living and hawking products for our villainous “Apple/General Foods/Microsoft” corporate juggernaut, Godcorp.

The three of us had long been Muppet fanatics. Bill and I had worked on a children’s film with John Kennedy, the puppeteer behind the Baby on DINOSAURS. Meeting John inspired Bill to start creating Muppets. Necro-Phil was the result.

As an aside, Bill and I also posed as Carnegie Mellon students and infiltrated a CMU-only event featuring Steve Whitmire, who had inherited the mantle of performing Kermit the Frog following Jim Henson’s death. Steve had become a bit of a very early Internet friend, he and I had spoken via email in those early days. So my and Bill’s infiltration managed to pay off when we talked our way backstage and got to hang out with Steve. Whitmire gave Bill some sketches on proper Muppet fabrication and that helped a great deal with Phil’s development.

So we had promo stills, we had a developed script, and we had a fairly strong plan. Amy worked up that with film, processing, feeding crew, and various prop materials, “NECROMANIAC” would cost about $25K. So it was time to start raising the money…