Scott Shaw Jill Kelly Max Hell Frog Warrior
Max Hell Frog Warrior: The Story of the Production

By Scott Shaw

FADE IN:

The Zen Film Toad Warrior, which became
Max Hell Frog Warrior, was the third film that Donald G. Jackson and I completed as a filmmaking team. The first two were Roller Blade Seven and Return of the Roller Blade Seven. It is important to note that about a year ago a young journalism student contacted me and I did an extensive interview with him on the creation of Max Hell Frog Warrior titled, Max Hell Frog Warrior: The Facts and The Fiction. There is a lot of interesting information and insights into this film’s creation in that article. But, as we have well passed the twenty-year mark of the inception of Max Hell, I though I would take a few minutes and detail a bit more intimate information about this film’s ideology and its production facts as there is a lot of ongoing interest in this film and there remains a lot of questions and incorrect speculation about what actually took place during its creation.

The Roller Blade Seven
To begin with, Don and I had parted ways upon the completion of the Roller Blade Seven under less than ideal circumstances. The money had run out on the production budget before we were finished. Don being Don had squandered much of the budget and Don, as he tended to be, was very self-involved. Thus, any remaining money he kept for himself and to spend on his girlfriends. …He kept the money even though I did much of the work on RB7: casting, producing, acting, editing, soundtracking, plus most of the words spoken in the film(s) either came from or were influenced by two books I had authored: Essence: The Zen of Everything and Zen O’clock: Time to Be. But me, I walked away totally broke. In fact, I had to sell my 1930s D’Angelico New Yorker just to survive. That was a terrible loss that I have never been able to replace. (For the record that was one of the Masterpieces created by John D’Angelico himself and not one of the replicas that are on the market today). Plus, my ’64 Porsche 356 SC had blown its transmission and somebody had crashed into my Harley as I was driving it on La Brea in Hollywood; totaling it and injuring me. Thus, it was not a good time for me.

The fact is, I cannot discus the creation of Max Hell Frog Warrior without referencing Roller Blade Seven as the two have a very close correlation. Roller Blade Seven was a chaotic production. It didn’t have to be. But Don, being Don, made it so.

Have you ever had one of those life-experiences where someone is so based in a negative mindset that they bring out the worst in you? That happened to me, in association with Don, when we made RB7. This was amplified by the negative, petty actions of our Executive Producer. Though we made a great movie, that is still at the forefront of the Cult Film Hierarchy, it left my life a mess. The fact is, during production and post production both Don and I were constantly carrying Xanax with us as there was so much perpetuated anxiety associated with the production of that film. As I have stated in several places, though I have written an extended chapter about the creation of RB7, which is presented in my book Zen Filmmaking, I really want to write an entire book about the film as so much went on during production that understanding the process may truly help other independent filmmakers overcome obstacles and allow everyone to come to a better understanding about human consciousness.

One of the essential things to note is that when Don asked me to come on-board and make RB7 with him, the production was scheduled for one month. One month, I can handle that. So, when I showed up at our production offices at the Hollywood Center Building on Hollywood Boulevard on the first day of pre-production I had no idea the months-upon-months that it would take to complete that movie and its sequel. Now, think about taking months out of your life while making no money. As I am a dedicated, one-pointed person who doesn’t give up, I did not leave the production. But, I did pay a very high price for my involvement with that film.

Moving On
By the end of Roller Blade Seven, I was ready to set out on my own and make my own films. As the video revolution had just hit and realizing I had the skillset to make it happen, I immediately went up on Samurai Vampire Bikers from Hell upon the completion of RB7. Don being Don, got jealous so he went off to work with Mark Williams who was both a part of the cast and the crew of RB7. Then, the Executive Producer of RB7, to play a petty little power trip, had me kicked out of our production offices and banned from the building. This, after she had already made thousands-upon-thousands of dollars on international sales of RB7 and Return of the Roller Blade Seven. Though Don and I occasionally communicated over the next few years, I did not have good feelings about him or the Executive Producer as they were both prospering off of my vision and my labor.

Then, in 1995, out of the blue Don contacted me via the Voice Mail system which was the main method of industry communication of the time. We all carried our pagers. He wanted to make another movie and he invited me to his production office in North Hollywood to talk about it. Though I had serious doubts about going, but as I had nothing else on my plate at the time, we set up a meet and I arrived.

To track backwards a bit… Don felt that Mark Williams, (a good guy), had gotten too dependent on the film financing Don had in place. Don hated people becoming dependent upon him. Though Mark was writing all of Don’s scripts at the time; including: Rollergator, Little Lost Sea Serpent, Baby Ghost, Pocket Ninjas, etc., Don fired Mark in a rage. (Just a note: Don was prone to rages). But, Don was one of those people who couldn’t work alone. So, he paid to have friends. As RB7 was already becoming a Cult Fan Favorite in Europe and as he remembered that we worked well together, he decided we should make make another movie and, thus, he contacted me.

When I arrived at the production office, I was surprised to see how old Don had become in just the couple of years since I had last seen him. At the time, I didn’t know that he had been diagnosed with leukemia—which was probably one of his main reasons for contacting me, as he knew I got things done and he wanted to cement his filmmaking legacy and needed someone like me to do that. We spoke for a while, hung out over the next few days, and I finally reluctantly agree to make another movie with him. Keep in mind, I had a lot of trepidation about working with him again. But, we set up a weekly pay scale for me that was reasonable and we moved along.

Pre-Production
For the next few weeks we would meet at the office every day about eleven, scout locations, do casting sessions, hang out with other filmmakers, get drunk at lunch, go to private movie screenings, go and see obscure alt country and bluegrass bands in the evening, hit the occasional strip club, (scouting for talent), and do what industry folk do…

In terms of the pending production, we toyed with a few ideas prior to settling on Toad Warrior. The reason we finally decided to make Toad Warrior was that Don’s creative vision had been taken away from him on both Hell Comes to Frogtown and to a lessor degree on Return to Frogtown. He never really liked the finished films—though, at least at the time, Hell Comes to Frogtown was frequency playing on TV and that film had really cemented his career as a known filmmaker. But, as he was never content with the two previous features, he always wanted to make a more free-flowing version of a film with Frogtown as the backdrop. Thus, Toad Warrior.

Though Don was linked into a company that was financing his films, so money was free-flowing, we decided to keep the production small. And, as we both considered Roller Blade Seven to be a true Zen Film Masterpiece, we hoped to re-invoke the essence of that film in what we were next to create.

Another factor to keep in mind about the inception of Toad Warrior was that by this point in my career I had begun to see myself more as a Producer and Director than an Actor. Don, however, wanted me to star in the film as Roller Blade Seven was already gaining Cult Classic status, plus he wanted to capitalize on my martial art notoriety of the time as I was in a lot of magazine, had a very successful Hapkido Video Tape Series on the market, my books were being published, etc... Thus, he suggested that we Co-Produce and Co-Direct the movie, while I star in the film. I agreed and we moved forward with this as our basis.

As RB7 was already a legacy for us, we wanted to invoke that film’s sensibilities. Thus, my character again wore a black suit, black shirt, and the elbow and knee pads from RB7—minus the skates, of course.

Production Begins
On the first day of actual production, which was a Saturday, we were scheduled to go up at about noon. We had the entire second floor of offices in a building on Lakershim Boulevard in North Hollywood so we decided to dress the offices and use them as sets to establish the initial character interactions. As for our actors, the first to be cast was Joe Estevez. Also cast was a friend of Don’s, (from the days when they both were working for Roger Corman), to play Humphrey Bullfrog, a couple of girls Don had previously worked with in films, (finished or not), a newly arrived couple from New Jersey who we had just met at a casting session via an ad we placed in Dramalogue the day before, and one or two other new faces.

The day of the shoot I got up, put on my black suit, and was preparing to go to my storage unit as that is where I kept all of my lighting equipment which I was going to bring to the set as Don only had a couple of cheap photofloods whereas I had a number of Fresnels, C-Stands, etc. As if a warning sign from the great beyond, the first thing that happened to me was I thought I had my keys in my pocket. I walked out of the door of my apartment, carrying some equipment down to my 356, but when I got to my car I realized it wasn’t my keys at all. Thus, I was locked out. A bit nervous about time, I went to find the manager of my building who was always in the office but she was not there. With a bit of freak-out running through my veins, I went on a quest to find her and finally located her in her apartment. She got the pass key, let me in, I got my keys, loaded my stuff, and was on my way. I get to my storage unit but the moment I opened the door I realized somebody had broken in. Someone had rented the storage unit next to mine and had cut a hole through the wall. They stole all of my lighting equipment, all of my costuming, my first guitar, my power tools, and a lot of guitar and amp parts and accessories I kept in the unit. I was upset to say the least…

With the police report made, I sped to the set. Living in the South Bay area of Los Angeles, I was quite a distance from North Hollywood. As I was driving towards the freeway onramp, I see the train gates up ahead going down. Damn! It seemed like the very long train took forever to pass. Again, a sign?

In the interim of waiting for the train, I called Don on my large flip phone and used some of the very expensive cellular minutes of the day to leave him a message on his Voice Mail and tell him of the situation.

As I sat there waiting for the train to pass, me, I really felt like I had failed. Though the theft was obviously not my fault, it made me feel like a liar as I could not bring my lights. And, as a person who is always very punctual, being late made my adrenalin serge. It was starting all over again, the craziness of Roller Blade Seven… I thought to just call it quits and walk away… I still, to this day, wonder if that was the life-course I should have taken? But, I drove on…

On the Set
By the time I finally got to the offices, a lot had already been accomplished. Don had brought in a camera guy, Jonathan Quade, that he had previously worked with. Jonathan was actually a gaffer in the big budget industry but he did a great job of set design, lighting, and low budget camera work. (We went onto work with him on a number of films). He, in association with a Production Assistant, had already created the set where Joe Estevez’s character is revealed with the parachute covering the walls. But, with my lights stolen, all we had to light the set with was Don’s two photofloods.

Most of the cast was wandering around the offices as Jonathan, the PA, and I continued the staging. Don sat in his office, as he liked to do, talking on the phone, joking with the girls, and generally screwing around. Finally, Joe arrives and we get underway.

We took Joe to the set where he was to be seated upon his thrown. Don asks him what he wanted to use as a character name. Joe suggested Mickey O’Malley, as he saw the green, thought of frogs, and wanted to reference his Irish roots. Don immediately hated the name. But, Don being Don, he didn’t say anything. Me, I also saw the problem… We had hoped Joe to be a very fierce and domineering character. But, with a name like that…

Taking a Turn for the Worst
There is a point in every film where if you are an observant filmmaker you can take note of where the film all falls into place or where it all goes awry. This was that moment in Toad Warrior… Joe deciding on his name and Don or I not wanting to force a change. Thus, the production took a wrong turn that it never recovered from. This, before the first scene was ever shot.

…That’s the problem when you are working with someone you really like and who is a really good guy like Joe—you don’t want to come off as harsh or condescending. You want to keep them happy.

In any case, the first scene(s) to be shot were Joe interacting with the character Cricket AKA Sandra Purpuro, (the newly arrived actress from New Jersey). We immediately realized that she was a very good actress. In fact, immediately after Toad Warrior she moved onto having a very successful acting career.

We also added a couple of adult film starlets to the scene to give it some depth.

The Hierarchy
I was a bit in question about how Don was going to react to my co-directing the scenes as this was the first time we worked together in that manner. Though I obviously had a lot to say during the filming of RB7, I never felt like I was the director and I never crossed Don’s boundaries. But, he was totally cool. The thing to note about Don, as a director, is that he never really directed the talent. He just let them do whatever they wanted to do and say whatever they wanted to say—the way they wanted to say it. Me, on the other hand, I think natural inspiration is great but you need to give guidance to the actors, at certain points, so the storyline will stay on track. That’s what I did…

We shot the scenes with Cricket and Joe. We then brought in his two minions: the boyfriend from New Jersey (Kent Dalian) and a Japanese actor, Tom Tom Typhoon. Don wanted the Japanese guy to communicate in English but as I speak Japanese I directed him to speak in his native language as he spoke very poor English. When you see him totally going off at Joe, that was totally his idea. He really got the essence of Zen Filmmaking and took it to the next, necessary level. Joe’s reactions to him are great. Those are probably some of the best scenes in the film.

We then went and did the Humphrey Bullfrog stuff which I just do not like. That character and those scenes were developed by Don and his friend. They are just stupid and they don’t play well. Again, within the first few hours of filming, Toad Warrior was set on a wayward course.

As evening was coming on, we decided to go to this nearby park that is linked to an overpass above the 170 freeway. There, we filmed the park fight scenes and the various characters crossing the bridge. While we were filming, we left the Production Assistant to create additional sets in the offices.

Returning, we then filmed the scene where the two girls are in jail: Agent Banner (Camille Solari) and Dr. Trixi T. (Elizabeth Mehr). This set was actually just an enclosed deck outside of one of the office windows. I thought they did a great job constructing that whole dialogue driven scene. And, they did it with no guidance. They were both talented actresses.

After that, we filmed my character’s interaction with Joe. We then brought in Selina Jayne, (the Spirit Guide from RB7), who I had remained friends with, to do a Fortune Teller thing with Joe. Though I love Selina and Joe, that scene just did not work. Then, Joe goes into the scene where he does the hokey-pokey with the one actress portraying Dr. Trixie T. Terrible! Terrible! Terrible! So bad, I could not even watch it being filmed. Though, for the record, it was totally improved.

We then filmed the scene with the girl singing in the club where my character gets a drink thrown in his face. That club scene was set up in the waiting room of our offices.

We finished that evening by doing the inner-office fight scenes where my character and the actress playing Agent Banner fights a couple of frogs.

Calculating the Consequences
If you look at the amount of scenes filmed in just one afternoon and evening, and if you know the film, you will understand that a good portion of Toad Warrior was actually created in that one day. Though we captured a lot of footage, the essence of what I hoped the film would become, was lost. It had become nothing more than a poorly acted, un-comedic (though it was trying hard to be a comedy), stupid storylined, production that was destine to just remain a mess. Yet, we continued…

Over the next couple of weeks, we filmed additional scenes. Next up was Conrad Brooks. I had never met Conrad prior to the day we first filmed him but I did, of course, know of his previous work with Ed Wood. I immediately realized he was a really nice guy. I liked him a lot. And, I loved his style of acting.

We took Conrad to a location by the L.A. River where he and I interact with a couple of frogs. We then went back to the office and shot the scene in his tent. A tent that was constructed from the same parachute used to line the walls of Joe’s lair.

For some reason, Don wanted to bring Conrad back as the character Swamp Farmer from another of Don’s films, Rollergator and have the talking Baby Gator in the scene with him, as well. I like Conrad’s performance but Baby Gator just added additional, unnecessary, stupidity to the film. That is the thing when you are working as a team member with someone, you may not always like their choices but you have to allow them their creativity.

A day or so later we went to do an evening shoot at an old bridge that Don had titled, “The Bridge of Broken Dreams.” There, we took an actress we had just cast that afternoon. As she was new to L.A. I warned her about doing what she did; i.e. getting in a car at night with men she did not know and was not even aware of where she was being taken. In any case, she is the character that my character continually tells to, “Shuuu,” every time she tries to speak. We also did the scene where my character kills a frog at night with the bridge in the background.

Referencing the anxiety that took place during the filming of RB7 and how this same style of emotion engulfs other people… Don had this Production Assistant who had been working with him for a year or so. He did the voice of Baby Gator during the filming of Conrad and myself in the tent. He was also the one wearing the frog mask that my character kills in the aforementioned scene on the bridge.

Don had begun to get increasingly annoyed by this man. I thought he was fine but, again, Don found him becoming too dependent on his money. I suppose this change of heart had a lot to do with my now being part of the team as I was a fully functioning filmmaker and there was a lot of things that I could do that this man could not. As he had begun to annoy Don, Don had become more and more short with him. At one point that evening he yelled at the guy to get something out of the car. Instead of taking the frog mask off, he ran all the way to the car and back with it on. Thus, equaling a massive anxiety attack. It was the next day that Don, in a rage, fired him. The man called me up that night wondering what had happened and if I could ask Don to let him come back to work. I told Don the story but Don was the source of the money for this project so there was nothing that I could do as Don did not want him back.

The Lies Actors Tell
Don and I continued forward hanging out everyday and occasionally filming over the next few weeks. One of the interesting stories, that I have told elsewhere, happened when we cast this girl because she told us she was an avid motocross rider and owned her own dirt bike. We though this would be a great addition to add to the film. We called her character, Road Toad. We meet her up on the dirt section of Mulholland Highway, where she promptly fell off of her bike and broke her clutch handle. Every time she got on, she fell off. Finally, to save any hope of making the entire situation equal anything, my character asks her if I can borrow her motorcycle. From this, we film me riding it for a bit. Keep in mind, I was shifting with no clutch. After that, the girl rode off. (I hope she made it home safely). But, we never heard from her again.

Though we periodically shot a scene here or there, we only did serious filming maybe three or four additional days to create Toad Warrior. …Compared to the days-upon-days-upon-days of full-on production we had previously done on RB7, Toad Warrior had very few actual days of production.

Expanding the Cast
I had brought on Roger Ellis who had played the roll of Stealth in RB7 and I had used in much bigger roles in Samurai Vampire Bikers from Hell and Samurai Johnny Frankenstein. He became Overload War Toad. Roger was a great actor and really added some good stuff to a very faltering film. We did all of Roger’s interior scenes at the garage/stage of Jonathan Quade, the aforementioned cameraman, who worked with us throughout the entire production. This is where the infamous spank scene(s) take place, which was the idea of yours truly.

The girl in those scenes was a great up-and-comer named Robin Kimberly. She made her living as an exotic dancer. I remember her telling me she hailed from Alaska and I really liked her as a person and an actress. But, she was one of those people that we never heard from again after her days on the set. She played the roll of Agent Spangle. And yes, the female agents in the film were intentionally named: Agent Star, Agent Spangle, and Agent Banner. That was on Don. …A sign of his abstract patriotisms.

Next up was Adrianne Moore AKA Jill Kelly, a girl who did her first onscreen performance in RB7 before becoming a major force in the Adult Industry. In the opening scene we find her character being chased by frogs out at the El Mirage Dry Lake Bed. The work we did with her character really adds positive aspects to the overall film.

El Mirage is one of the places where the, “Magic,” that I often speak of in association Zen Filmmaking, took place. We went there with only a basic idea about what we would film. But, when we got there we noticed a couple with their pair of ultra light aircraft. Don asked if we could use them. They said, “Yes.” With this, we added the entire opening scene to the film, providing a lot of production value. …We had no idea this would take place but we allowed the spontaneity of Zen to be our guide and, thus, True Cinematic Magic occurred.

Something to Scream About
Elizabeth, the girl who played Dr. Trixie T., was soon to be moving and she invited us over to her large house to film. Here, we created the lab set. Overall, she is a great girl and a good actress; I really liked her but many of her scene were too comedic and just added, in my opinion, to the overall failure of this film. This is the case with the lab scene that we filmed at her home. Her and another girl, (one of her friends that we never met before or after that moment in time), go into this whole fake British accent thing, talking about the development of the frog plague. Again, both very nice people, but the scene just did not work!

One of the now-funny occurrences that took place that night was Don had left the set as he had something else to do. We had been there for awhile and I asked if anybody wanted something to eat. Some did, so we sent out. One girl who I had cast earlier that week, a new arrival from Japan, initially said she wasn’t hungry but then, all of a sudden, after we had recommenced filming, she completely started freaking about the fact that she was hungry and she wanted something to eat. I told her we were busy and reminded her that she said she didn’t want anything but this did not stop her. I told her I would give her some money if she wanted to walk over to a local fast food place but she would have none of it. She really was causing a scene. Finally, I took her outside and firmly explained to her in Japanese how unprofessional she was behaving. She calmed down, told me she was sorry, and she kind-of shut up. This is just a reminded to you filmmakers out there, sometime the people you cast can become a real problem to your production.

Going Nuclear
We also shot exteriors at this one location in the West San Fernando Valley that used to house nuclear silos. That is where you see Sargent Shiva and my character do the Kurosawa influenced, long lens, sword fighting scene(s). I know a lot of people have discussed this scene in their reviews, incorrectly claiming there was only one take that was reused. But, if you actually take the time to study the film you will see there were several takes. We also shot some of the other additional exterior scenes out there that day.

Though there were a few more days of filming small things, here or there, that’s what it took to create Toad Warrior.

It is essential to note that the moment Don and I began working together again, we did not wholly focus on Toad Warrior. We, almost immediately began to formulate, come up with other projects, and begin filming them, as well. Most notable filmed around this same period of time were the films that became Shotgun Blvd. and Ghost Taxi. Though none of these first, “Next Generation Zen Films,” rose to the cult status of Max Hell Frog Warrior, at least in my opinion, they were all better films than Toad Warrior.

Post Production
Post Production on Toad Warrior did not happen right away. As stated, we began working on other films. Finally, as the 1996 American Film Market (AFM) was approaching, we set about editing the movies we had in the can. I did Shotgun Blvd. and Ghost Taxi and one of Don’s friends began to work on Toad Warrior. But, he was using some weird system that did not output in a high enough quality format so Don went into one of his rages and fired the guy. He then gave the footage to one of his long time friends, Chris—a true film editor and a man who had edited some of Don’s previous features. Don and he sat down and they did what they did.

I don’t know if it was the lack of technology at the time, laziness, or just the fact that the editor was more locked into a sense of Traditional Filmmaking than Zen Filmmaking but he and Don really missed the mark on the original edit of Toad Warrior. The fact is, though they probably grabbed the best of the footage there was, so much more great footage was left unused. More than simply not liking the the finished product, the fact is, the film really bothered me. It bothered me that so much footage was left on the preverbal cutting room floor. Plus, the story construction was shoddy. And, Chris knew it. He didn’t like the edit either. He asked me if I wanted to redo it. But, there wasn't time. To me, the edited film kind of felt like they were just filling in the required eighty-two minutes that it takes to make a movie viable for international sales.

AFM
As AFM was coming up fast, Don and I gave the edited Toad Warrior to a sound design company to finish up the soundscape. We both watched the final product and didn’t like it. But, as the hotel rooms that they turn into AFM selling suits on the Santa Monica coastline are expensive, we had to have product. Thus, posters were created, a selling staff was hired, and Don and I hung out at AFM, did some interviews, and watched a lot of movies.

One of the funny experiences we had at the 1996 AFM is when Jill Kelly came by one evening. We walked around the expansive hotel, full of buyers from all over the world, and all eyes were on us. Well… They were actually on Jill. She was a beautiful sight with her long blonde hair, her big platform shoes, and the white, virtually see though clothing she was wearing.

Though we didn’t like Toad Warrior, three countries did buy the limited theatrical rights we were offering to be shown only in theaters in their country. Japan, Malaysia, and the Philippines being the buyers. After AFM, Don being Don absconded with all of the money from the sales. Lesson: people never really change.

Post, Post Productions
Post the 1996 AFM Don and I buried the film. We planned to reedit it but we were busy and we never got around to it.

By the early 2000s, Don was in his late fifties, getting very sick, and wasn’t really able to do too much. Me, I did take the original film and created a Zen Speed Flick Version of Toad Warrior titled, Max Hell in Frogtown.

For those of you who don’t know, a Zen Speed Flick is a film cut down to its most essential elements. This re-edit really gave the film a new vision. Gone was all the bad implied humor, leaving only the best of the best. Don loved it and I liked it a lot better than the original version.

Max Hell Frog Warrior
In 2001, as computer editing had become a realistic possibility, I pulled the original edit of Toad Warrior into my MAC G4. I begin the process of a re-cut in an attempt to make it a better movie. I removed some of the scenes that really bothered me, tuned-up some of the others, and added a bit of unused footage. I did not, however, go into a full blown reedit. What emerged was Max Hell Frog Warrior. Better than Toad Warrior? I think so. As good as this movie can be? No.

The Next, Better Version
I have personally sat down, looked through the footage, and started to do a completely new, better edit of the film four times over the past fifteen years or so. I do this, because as stated, there is a lot of great, unused, never before seen footage that could reveal an entirely different and better movie. Each time I have sat down to do this, however, I get maybe a half hour or so into the storyline development and something stops me. …I don’t finish. Then, I dump the edit. Though I know I really should complete the process something has always stopped me from doing so. What, I don’t know?

Perhaps at some point, I will compete this process as I know there is a better film hidden within the footage.

Though I suppose there is a million subtle stories I could tell about the creation of this film, in this piece I have provided you with an overview of the All and the Everything of Toad Warrior AKA Max Hell in Frogtown AKA Max Hell Frog Warrior. I hope this provides you with some factual insight into the actual goings-on. Any specific questions, you can always ask…

Be positive and smile.

FADE OUT.

THE ZEN

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