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Christopher Nolan: Deconstructing Memento and His Early Works

Welcome to THE DIRECTORS SERIES PODCAST, a show dedicated to appreciating and deconstructing the work of contemporary and classic film directors. In the show, we breakdown the careers of film directors like Christopher Nolan, Stanley Kubrick, Quentin Tarantino, David Fincher, The Coen Brothers, and Paul Thomas Anderson just to name a few. From their early works and short films to their blockbuster achievements and Oscar glory.

THE NON-LINEAR NEO-NOIRS is the first episode of THE DIRECTORS SERIES’ examination into the films and careers of director Christopher Nolan, covering his pair of breakout independent neo-noirs Following and Memento. We also touch on his short film Doodlebug.

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Doodle Bug (1997)

Christopher Nolan has built a reputation in the film industry as a grand showman and visual magician firmly in command of his craft.  He’s infamous for assembling his complex and intricately layered plots like a puzzle, presenting them in such a way that respects the audience’s intelligence while simultaneously indulging their desire for exhilarating escapist entertainment.  He tells stories on a tremendously large scale, and it’s all too easy to be swept away the sheer scope of his vision and ambition.

Best known for his record-shattering, paradigm-shifting DARK KNIGHT TRILOGY, Nolan’s meteoric rise to consistently unprecedented heights of financial and cultural success has established him as one of those rare filmmakers who are able to harness the full power of the Hollywood studio system to his benefit.  It wasn’t always this way, however– Nolan’s ascent to the stratosphere of visionary directors was preceded by a long period of obscurity and rejection that any aspiring filmmaker can relate to.

Christopher Nolan was born in 1970 in London, the 2nd of 3 boys born to a British advertising executive and an American teacher.  The jarring culture split that the Nolan boys experienced through their childhood is perhaps best exemplified by the difference in accents between Christopher and his younger brother, Jonathan– who would go on to become his writing partner and a close professional collaborator.  Christopher speaks in an elegant British lilt, while Jonathan’s all-American speech patterns reflect the fact that the Nolan boys spent a great deal of time living in Chicago as well as the UK.  From an early age, Nolan found himself enamored with cinema, and after seeing George Lucas’ STAR WARS at age 7, he was inspired to make Super 8mm stop-motion movies with his father’s film camera.


Watch the FULL Short film: Doodlebug

He would go on to attend University College London, where he studied English literature in the absence of a film program.  In lieu of a formalized education in filmmaking, he established an on-campus cinema society with Emma Thomas– his classmate, future producing partner, and future wife– in addition to devouring the works of key influences like Stanley Kubrick, Ridley Scott, Orson Welles, and Michael Mann.  At age nineteen, he made his first film, TARANTELLA– an 8mm short that was eventually shown on English television.

That development encouraged the burgeoning director to make another short called LARCENY, which debuted at the 1995 Cambridge Film Festival.   For quite some time afterward, Nolan toiled in obscurity, paying the bills with corporate and industrial films he was able to commission.  All the while, he was applying to various British film organizations in an unsuccessful attempt to obtain grant money for another narrative effort.  Perhaps disheartened by the rejection, and emboldened by the take-no-prisoners, do-it-yourself attitude of the 90’s indie scene, Nolan decided to take matters into his own hands.

After marrying Emma in 1997, Nolan enlisted her help to produce his third short film, DOODLEBUG.  The three-minute piece– the earliest of Nolan’s publicly-available works– stars the British actor Jeremy Theobald, who would go on to headline Nolan’s first feature a year later.  Shot on grainy 16mm black and white film, Nolan imbues the film with kinetic energy at odds with the claustrophobic setting.  Nolan’s idea of a man chasing a bug around his apartment, only to find out the bug is a smaller version of himself, foreshadows the narrative sleight of hand he’d bring to his feature work as well as his inventiveness with practical visual effects

Following (1998)

Around the time of the making of his short DOODLEBUG (1997), director Christopher Nolan found himself the victim of a burglary.  Whereas most people would be understandably distraught if their apartment had been broken into and their belongings are stolen, Nolan’s chief reaction was curiosity.  He wondered what the burglars were thinking as they rifled through his things– what conclusions could they come to about his life based solely on the artifacts and totems of his existence?

In time, he would shape these musings into a story for a feature-length film he called FOLLOWING.  Having learned his lesson not to rely on the favor of unsympathetic British film institutions, Nolan fashioned the film as a lean, mean, razor-taut little thriller he could shoot for as little money as possible.

Taking the idea of a low-budget production to its very extreme, Nolan self-financed the film with the earnings from his day job– stretching the value of his dollar by shooting on weekends, employing friends and family as cast and crew, and commandeering their homes and flats as free locations.

This approach naturally caused the shoot to drag on in fits and starts over the course of a year, but when all was said and done, Nolan had his first feature film in the can– and it only cost him six thousand dollars.

Jeremy Theobald’s protagonist is not given a name– a fitting choice for a lonely writer who lives vicariously through the strangers he follows around his grimy London neighborhood.  Owing to the down-and-dirty nature of the film’s production circumstances, Theobald’s performance isn’t exactly the most natural or convincing, but it’s compelling enough to sustain the audience through the breathlessly-brief 70-minute runtime.  It helps that he’s given a charming and enigmatic antagonist in the form of Alex Haw’s Cobb.

Cobb is an impeccably-dressed, charismatic thief– his cavalier philosophy towards burglary as a cathartic form of human connection is presented as seductive and cool, almost like a boarding school Tyler Durden.  FOLLOWING borrows many elements from the well-trod noir genre, not the least of which is the inclusion of a blonde, morally-ambiguous femme fatale– played here by Lucy Russell.  There’s a photograph by Theobald’s character’s desk of Marilyn Monroe, and one can’t help but notice Russell’ eerie resemblance to the iconic movie star.

Like Theobald, Russell also isn’t given a name– she’s credited only as The Blonde, a conceit that lends some fuel to critiques that Nolan’s female characters, on the whole, are not particularly well-developed.  Russell is perfectly convincing within the film’s framework, but the stock-character nature of The Blonde’s personality doesn’t afford her many opportunities to transcend the material.

Funnily enough, however, Russell would be the only member of FOLLOWING’s cast to go on to a larger acting career. Nolan has pioneered the use of large-format film mediums like IMAX to create a super-sized canvas for his high-stakes narratives, but even within the square confines of FOLLOWING’s 16mm frame, he’s able to convey a palpable, larger-than-life approach.  While the scope of his later work would command some of the highest budgets the industry has ever seen, the single largest expense for FOLLOWING’s scrappy production was the 16mm film stock itself.

Nolan and his crew conserved as much of their precious stock as possible, rehearsing extensively prior to shooting so they could nab what they wanted in one or two takes.  Indeed, his insistence on celluloid is what separates Nolan from his peers, most of whom got their own no-budget projects off the ground by embracing the relative cheapness of digital video.

FOLLOWING’s photochemical cinematography points to Nolan’s purist attitude towards the medium and foreshadows his eventual position as one of the industry’s most vocal defenders of celluloid in the face of digital’s unstoppable advance.  In shooting FOLLOWING, Nolan acted as his own cameraman, utilizing mostly natural light to expose his grainy black and white images.

The majority of Nolan’s camerawork is handheld, which gives the film a kinetic and swift energy thanks to the fluid mobility and quick setup time afforded by the technique.  While Nolan used handheld camerawork primarily as a way to keep costs down, he was concerned that his choice might also lead to the impression that the film was amateurish, or that he didn’t know what he was doing.

To counter these concerns, he employed the smooth, polished movement of a dolly track during the interrogation scene that opens the film as a way to communicate to the audience that the predominant use of handheld camerawork was a deliberate, stylistic choice.  While Nolan essentially acted as a one-man crew during production, he used post-production as an opportunity to enlist the collaborative efforts of musician David Julyan, who provides FOLLOWING with a pulsing, grimy score comprised of droning synths and jittery staccato tones.

By virtue of its shoestring budget, FOLLOWING’s aesthetic is easily the most radical within Nolan’s canon.  It speaks in a language born of necessity and deprivation, a world apart from the style that he’d solidify in his studio work.  However, FOLLOWING does establish techniques and ideas that Nolan would further develop in the years to come.

For instance, he’s gained a bit of a reputation as a meticulous dresser, showing up to set in a business-casual wardrobe he’s refined into something of a uniform.  This aspect of his personality makes its way into his films, as many of his characters are given a palpable sartorial sensibility that’s high on functional style and low on extraneous embellishment.  Even in the context of a no-budget film like FOLLOWING, Nolan still places an emphasis on his characters’ costuming, using it as a story tool to highlight the strategic advantages of a presentable appearance in the world of burglary.

The structuring of FOLLOWING’s narrative signals another key component of Nolan’s aesthetic: the non-linearity of time.  Simply put: time is never a straight line in Nolan’s films– whether it’s BATMAN BEGINS utilizing a recurring flashback motif, MEMENTO unfolding entirely in backward chronological order, INCEPTION playing out against multiple parallel planes of space-time connected by a relativistic relationship, or INTERSTELLAR exploring gravity’s ability to warp our perception of time itself.  Nolan cites this aspect of his aesthetic as being inspired at a very young age by Graham Swift’s novel “Waterland” and its parallel structuring of time.

FOLLOWING pays tribute to this conceit by jumbling the order of its scenes non-sequentially– a decision made in large part to disguise the story’s major twist.  Indeed, the only visual clue Nolan gives to clue us on in which shard of the fractured timeline we’re in is via Theobald’s changing appearance from scraggly slacker to polished businessman and then to his final form as a defeated mound of ground-up beef.

While presented as something of a random shuffling of loosely connected scenes, Nolan’s ordering of the narrative is actually rather surgical, meticulously designed to enhance the impact of the mounting drama while constantly challenging our assumptions about what’s going on.  And just to show that the integrity of his story isn’t dependent on the gimmick of its nonlinear presentation, he even goes as far as assembling the scenes into proper chronological order in a completely separate linear that’s no less surprising or structurally sound and including it on the Criterion Collection’s 2012 Blu Ray release.

Just as the Batman logo on Theobald’s apartment door foreshadows his eventual cinematic involvement with the Caped Crusader, FOLLOWING’s unique structure portends the puzzle-like, revelation-based storytelling style that Nolan would build his career on.

Like so many no-budget films of its kind, the completion of FOLLOWING in 1998 wasn’t greeted with instantaneous acclaim or a great deal of attention.  It almost even didn’t get finished in the first place, had it not been for the saving grace of indie producer Peter Broderick, who secured completion funds after screening Nolan’s rough cut.

Thanks to its lack of star power and technical polish, FOLLOWING was shut out from several major film festivals– event those devoted to truly independent cinema like Sundance or Slamdance (in Slamdance’s defense, however, they would eventually accept the film into their festival after Nolan submitted his completely re-tooled final cut a year after his rejection).

FOLLOWING would ultimately premiere at the San Francisco Film Festival, gathering modest (yet consistent) praise as an engaging, if obscure, little thriller.  The film would find a distributor in Zeitgeist Films, who would release it to a tepid box office haul of fifty thousand dollars.  Nolan didn’t have much cause for concern though– by the time FOLLOWING had wound through its interminable festival circuit and theatrical release window, he had already optioned the script for a follow-up that would give him the breakthrough he needed and desired.

As Nolan’s career has since played out, the thematic similarities between FOLLOWING and his 2010 dreamscape thriller INCEPTION have become more pronounced.  In his essay “‘Nolan Begins”, former chief film critic for Variety, Scott Foundas, goes so far as to dub FOLLOWING a first draft for INCEPTION, citing that both films are in effect “a heist of the mind” masterminded by a slickly-dressed career criminal named Cobb.  On its own merits, FOLLOWING is a fascinating insight into the early voice of a massively influential contemporary filmmaker and the raw directorial powers he could exert with minimal resources and a tireless drive.

Memento (2000)

As if shooting and releasing his first feature film (1998’s FOLLOWING) wasn’t momentous enough an undertaking, around this time director Christopher Nolan was also undergoing a big move across the Atlantic to pursue his aspirations as a filmmaker in Los Angeles.  He stopped first in Chicago to meet up with his brother Jonathan, who would be accompanying him on the cross-country drive.  As they drove west, Jonathan pitched an idea for a short story called “Memento Mori”, about a man suffering from acute short-term memory loss.

Instantly taken with the idea, Christopher encouraged his brother to continue developing it even as he repurposed the concept into an entirely separate story. The brothers worked independently from each other for some time afterward, giving each other notes on their respective stories while not directly adapting what the other was doing.  As such, the two finished works are very dissimilar.

Nolan’s finished screenplay– simply titled MEMENTO– was taken by Emma Thomas to Newmarket Films, where executives reportedly hailed the script as one of the most innovative they had ever read.  With a green light to make MEMENTO for $4.5 million over 25 shooting days,  Nolan finally had a chance to make his big break– but in order to make the best of it, he had to move quickly.

MEMENTO marks the first time that Nolan would work with established talent, but very few know just how big of a name he almost had.  Before scheduling conflicts caused him to drop out, none other than Brad Pitt was originally attached to star in the role of protagonist Leonard Shelby, a former insurance claims investigator suffering from anterograde amnesia.

The role was eventually filled by Guy Pearce, who delivers a breathlessly fierce performance as a man out to avenge the brutal rape and murder of his wife, despite the fact that he can’t remember what he did two minutes ago.  The character of Leonard Shelby is one of the more peculiar protagonists in American cinema– driving a Jaguar he doesn’t remember how he obtained and wearing an ill-fitting suit that he’s pretty sure he didn’t buy.  Incapable of storing memories in his mind, he instead tattoos his flesh as a way to remember the clues he needs to find his wife’s killer.

As such, he’s vulnerable to the designs of others with malevolent intentions, and the nature of his illness means that he can’t fully trust any relationship he has.  One of these ambiguously-defined allies is Carrie-Ann Moss’ Natalie, a cocktail waitress whose boyfriend troubles might have more to do with Leonard than he realizes.

Fresh off the breakout success of THE MATRIX, Moss was imaginably quite helpful in securing her co-star Joe Pantoliano for the role of Teddy, an undercover cop whose eagerness to help Leonard find his wife’s killer can’t shake a profound sense of suspiciousness about him.  Seasoned character actors Stephen Tobolowsky and Mark Boone Junior also appear, with the former as a case study of Leonard’s with a similar condition and the latter as a self-advantageous motel clerk who is surprisingly honest about how he profits off Leonard’s memory loss.

MEMENTO represents a huge step up for Nolan in the visual department, thanks to a budget that’s quite generous by indie standards.  On the most basic level, Nolan graduates from the square 16mm frame to the anamorphic 35mm gauge– an upgrade boosted by his first collaboration with cinematographer Wally Pfister, who would go on to become an integral creative partner for Nolan throughout his subsequent work.

Pfister’s eye for stark contrast, subdued color, and naturalistic lighting mesh perfectly with Nolan’s gritty vision of a slightly-heightened reality.  MEMENTO’s use of color informs its innovative and distinct non-linear structure, alternating between color and monochromatic sequences in an effort to orient the audience as to where they currently stand in the timeline.

The color blue in particular becomes a potent visual signifier, appearing on doors, hotel room walls, bars, and even Leonard’s suit, almost as if they were signposts for him to follow.  Nolan scraps FOLLOWING’s shaky handheld camerawork in favor of an elegant, fluid approach that favors dollies, cranes, and Steadicam shots and signals his desire to merge classical filmmaking techniques with radical, almost-Cubist storytelling structures.

Returning composer David Julyan serves as one of the few stylistic carryovers from FOLLOWING, crafting a brooding suite of Vangelis-style synth cues that manages to evoke old-school film noir despite its inherent electronic modernity.

MEMENTO is perhaps best known for being “that film that plays in reverse order”, but the conceit is far from a gimmick employed to sell tickets.  Building from FOLLOWING’s earlier innovations with the idea, MEMENTO solidifies the use of nonlinear storytelling devices as a major component of Nolan’s artistic aesthetic.

Just as FOLLOWING’s deceptively-random ordering of scenes proves an effective way to navigate its labyrinth of deception, so too does MEMENTO’s unique structure become a key factor in the successful telling of its story.  In order for the audience to empathize with his protagonist’s condition, Nolan felt the most appropriate course of action would be to tell the story in backward chronological order– thus emulating, in a cinematic sense, what it would be like to have no short-term memory; deprived of crucial orientating information and context that we usually take for granted.

It’s a radical idea– one that requires a delicate balance of finesse that a lesser filmmaker could easily stumble over.  Nolan wisely uses the opening titles as an opportunity to prep his audience for his unconventional storytelling, lingering over a closeup shot of a handshaking a developing Polaroid picture — or rather, un-developing, as the audience slowly realizes they’re watching the action unfold in a backward motion.

He then shows us the immediate aftermath of Teddy’s cold-blooded execution before showing us the crucial moment itself.  It’s also worth noting that this opening sequence wasn’t simply shot and then reversed in the edit suite.  Nolan and company actually ran the film backward through the camera on set– an act that reinforces his career-long commitment to capturing special effects in-camera as much as possible.

Discontent with simply presenting the film in backward order, Nolan takes an extra step: the insertion of a parallel, forward-moving storyline that sees Leonard languishing in his motel room while talking into a telephone about his condition.  Nolan separates these scenes from the A-plot by rendering them in expressionistic black and white handheld photography, in effect creating a bridge between FOLLOWING’s scrappy shoestring style and the ambitious classical style he’d adopt for the rest of his career.

These brief, recurring interludes give us crucial bits of backstory and context about Leonard’s memory loss without subjecting us to tedious or unnecessary exposition.  However, it’s within these scenes that Nolan plants the seeds for MEMENTO’s big narrative twist.  This pair of parallel timelines almost-effortlessly converges at the story’s apex– a transition point that Nolan marks with a color fade so subtle that many viewers tend to miss it entirely.  As he did with FOLLOWING, Nolan would subsequently assemble an alternate, apocryphal cut of MEMENTO in proper chronological order, including it as an easter egg on the film’s home video release.

MEMENTO premiered at the 2000 Venice Film Festival to widespread critical acclaim.  Executives from the major studios echoed the festival circuit’s warm embrace of the film, yet they were reluctant to claim it for distribution.  The sheer power of Nolan’s vision was undeniable, but they feared that audiences would be too confused by the backward ordering of the film.  Eventually, Newmarket Films took it upon themselves to distribute– a risky move that paid off in spades when MEMENTO debuted to healthy box office and rave reviews that hailed it as one of the most original and refreshing films in years.

Come awards season, MEMENTO took home several Independent Spirit Awards for Best Director, Best Feature, Best Screenplay, and Best Supporting Female.  It would also go on to score Academy Award nominations for Nolan’s screenplay and Dody Dorn’s groundbreaking edit.  All these plaudits earned Nolan the attention of fellow indie maverick Steven Soderbergh, who would soon become instrumental in helping him transition into studio pictures.

Simply put, Nolan was on the map– in a big way.  He was leaving behind the independent sphere on a high note, with MEMENTO demonstrating his taut sense of control and vision while avoiding the distractions and indulgences that come with a significant leap in budgetary resources.

FOLLOWING and MEMENTO– Nolan’s breakout pair of non-linear neo-noirs— may be small in size and scope, but Nolan’s desire for larger-scale filmmaking is already apparent In their DNA.  It would only be a matter of time until he made his mark in the studio realm, but no one– not even him– could’ve ever predicted just how big that mark would be.

Author Cameron Beyl is the creator of The Directors Series and an award-winning filmmaker of narrative features, shorts, and music videos.  His work has screened at numerous film festivals and museums, in addition to being featured on tastemaking online media platforms like Vice Creators Project, Slate, Popular Mechanics, and Indiewire. 

THE DIRECTORS SERIES is an educational collection of video and text essays by filmmaker Cameron Beyl exploring the works of contemporary and classic film directors. You can donate to support the project at Patreon.


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