× 1 of 21 Expand Photograph by Matt Amato × 2 of 21 Expand Filmmaker Matt Amato. Photograph by Jarred Gastreich × 3 of 21 Expand Bob Rocca, making rain. Photograph by Kelsey Rightnowar × 4 of 21 Expand Amato and Ferguson confer over the script. Photograph by Jon Ramos × 5 of 21 Expand Sheryl Lee as Judy. Photograph by Jon Ramos × 6 of 21 Expand Sheryl Lee as Judy. Photograph by Jon Ramos × 7 of 21 Expand Grace Zabriskie as Margaret. Film still from "The Makings of You" × 8 of 21 Expand Jay Ferguson (Wallis) and Henry Goldkamp (Carl). Photograph by Jon Ramos × 9 of 21 Expand Sheryl Lee (Judy) and Jay Ferguson (Wallis). Photograph by Jon Ramos × 10 of 21 Expand Producer Jack Richardson. Photograph by Jon Ramos × 11 of 21 Expand Ferguson and Cinematographer Chris Benson. Photograph by Jon Ramos × 12 of 21 Expand Natalie Erdelt, Vancouver, and Grant Leuchtner. Photograph by Kelsey Rightnowar × 13 of 21 Expand Ferguson, Lee, Leuchtner, and Michael Varble. Film still from "The Makings of You" × 14 of 21 Expand Bob Rocca and Kelsey Rightnowar. Photograph by Kelsey Rightnowar × 15 of 21 Expand Ashleigh Bell. Photograpy by Chris Coats × 16 of 21 Expand Sunset at the Cotton Belt Building. Photograph by Jack Richardson × 17 of 21 Expand Scouting locations on the river. Photograph by Jack Richardson × 18 of 21 Expand Ferguson and the tugboat. Film still from "The Makings of You" × 19 of 21 Expand Shooting footage on the river. Photograph by Jack Richardson × 20 of 21 Expand Amato on the river with Muddy Mike. Photograph by Jack Richardson × 21 of 21 Expand Scouting river shots at dusk. Photograph by Jack Richardson Prev Next

Once there was a woman on a bus in Chicago. A woman with a black eye, and two little kids on the seat beside her. A few rows back, there was a man; he never spoke to the woman. But he saw her, and in a way that the man who had punched her in the face never did.

There’s something in quantum mechanics called the double-slit experiment. Behind that curious title is the idea that everything—down to a single neutrino—changes, depending on how it’s observed.

Are you a particle or a wave? Are you a person to be loved, or a thing to be punched? Sight is not passive. The way you see, the way you’re seen: It changes everything.

The first day on set shooting The Makings of You, director Matt Amato conjured rain. Rainmaker No. 1 was Joshua Smith, owner of a vintage fire truck; the crew drove it to the edge of the Mississippi, filled its tanks with river water, then hoisted the hose over the roof of the Iowa Buffet, a South City bar that is as legendary for its cheeseburgers as it is for its straight-shooting proprietor, Carol McKinney. Who had, by the by, left for the day, worried she’d boss the crew around as they re-arranged her bar. She came back at the end of the day, just in time to watch associate producer Bob Rocca scale a ladder and balance on a rung to control the flow of the water (he was nominated for the job, they say, because he had the biggest thumbs). On film, it looks exactly like one of those South City summer monsoons, pouring down on the two main characters as they share their first kiss on the back patio of the bar.

“Thank God we had enough water for one take,” Amato says. “The camera was moving—that’s how great the camera operator, Kyle Krupinski, was. He could focus through the rain, and nail it perfectly. And that camera crew, every single shot of this entire movie was in focus. Every single shot. There’s a lot of reasons why that shot works, part of it being that it was first day of filming, and we brought everybody together to focus on Judy and Wallis, we were off and running. Everyone was thinking about these characters now, and giving them life.”

Amato calls that day a watershed moment, one blessed and baptized with Mississippi River water. It was his first day of shooting on his first feature film, though it would be incorrect to call him an inexperienced filmmaker; if you tuned into MTV in the mid-90s, you’d see his videos every week on Subterranean and Amp. He’s one of the founders of The Masses, an artist and filmmakers’ collective, and if you pop by wearethemasses.com, you can watch videos he’s directed for musicians like Beach House, Bon Iver, and Barbra Streisand. Amato first met Heath Ledger when he first landed in Hollywood as a 17-year-old kid; later, The Masses sheltered Ledger from the toxicity of big fame, and gave him a space to start finding his voice as a director. When Ledger died in January 2008, he and Amato were getting ready to shoot The Makings of You in Brooklyn.

“When you saw that first kiss, it was like, hmm, they nailed that,” McKinney says. “But then when you saw it on the screen, you saw so much more than you saw outside that day. It was like they just reached down in side of each other and pulled everything out. It was like magic.”

If making it rain on cue, not to mention that convincing kiss, were magic tricks, the fact that they were finally here, shooting this film after five years of tumult and heartbreak, felt like a miracle.

Like a lot of St. Louis kids, Matt Amato split town right after high school, going straight from Priory to Columbia College in Chicago, where he studied film, making 16mm shorts spliced together at an editing table with a razor blade and Scotch tape.

“I started doing love stories even then,” he says. “I was told by my film class that I’m only going to have beautiful people in my movies—they were critical of that. And then I started my philosophy that well, every man and woman is a star, everybody is beautiful.”

Including a woman he saw on a bus, with a black eye and two kids. Long after he got off at his stop, he thought about her, wondering how a person gets on with her life after an experience like that. She became a kind of spectral presence in his mind. He began asking her questions. Who are you? Where do you live? What’s in your pockets? She answered back, and eventually a whole chorus of characters assembled themselves around her.

During his three years in Chicago, Amato worked “as a lowly P.A.” on big-budget films that came through town: John Hughes movies, The Untouchables, and Music Box, starring Jessica Lange. He helped with wardrobe, drove through traffic and bad weather to fetch whatever had to be fetched—“The real shit,” Amato laughs. “I still like dealing with the real shit. But I can do other things, too.”

In 1990, he came home briefly and flipped a coin in his driveway. It came up heads, sending him west toward California with nothing but his Jeep. He was drawn to the Bay Area, where he’d had a sublime experience in high school during a family vacation, listening to Pat Metheny on his Walkman and watching the fog roll up from the hills in Big Sur.

“But I was a young filmmaker,” he says. “I had to slug it out in L.A. Even if I was in denial, that’s where I was going, so I landed there, knowing nobody. I was scared to death for about two years. I thought I’d made a terrible mistake... Anybody who goes to a big city without knowing anybody, they’re lucky if they don’t have a Midnight Cowboy experience.”

He knocked on doors, asked for work, painted houses. (“I was terrible.”) One free afternoon, as he was sitting out on his deck with a pencil and a yellow legal pad, the woman from the bus showed up. He started sketching out characters, the bones of a story.

“I think I did that because Los Angeles was such a strange place, like another planet when you first get there; there’s nothing familiar about it at all,” Amato says. “In my mind, I was walking around Chicago. I remember feeling good that afternoon. And I felt really good about—I call them visitors, these characters. Judy came to me immediately. And Wallis was more of a shadowy figure, like a ghost.”

He wrote a script called The Very Thought of You, which he’d eventually throw over actress Gena Rowland’s fence (and hit the front door—she sent him an encouraging note about it on her personal stationery). Around this time, through a chance encounter, he landed a volunteer slot at the American Film Institute Film Festival; he found himself picking up Russian poet and filmmaker Yevgeny Yevtushenko from the airport.

“The last time he came to L.A., Warren Beatty picked him up and was picking his brain for Reds, and there was a news crew,” Amato says. When Yevtushenko discovered that his escort was a kid in a Jeep and that AFI wasn’t even showing his film—just putting him on a panel—his face turned the color of his red snakeskin jacket. After seething for a moment, he told Amato to take him to Trader Vic’s.

“He liked the waitresses there,” Amato explains. “He was tipping them with hundreds, like it was Christmas.” They struck up a friendship; on the return trip to the airport, Yevtushenko gave him a bottle of wine. “I know you will make movies,” he told Amato, “because you are strong enough.” How did he know? “He’s kind of a bull, and I was able to deal with him.”

At the same festival, Amato met Gus Van Sant’s publicist, who hired him to write press releases. And invited him to a rooftop party, where he met actresses Lisa Zane and Grace Zabriskie, the two people he says “squired him into all good things” in Los Angeles. He’d found his place in a circle of artists.

“Grace doesn’t remember that,” Amato says. In fact, Zabriskie didn’t give him the time of day until Zane told him to drop off his scripts at her house. He left them on a Friday. Zabriskie called him on Sunday morning.

“I’m going to tell you this once and only once,” she told him. “You are brilliant. And by the way…this character of Margaret? I’m going to play this part.”

The other script he wrote around this time was a musical called The Left-Handed Woman, based on Peter Handke’s novella. He sought out Mark Eitzel of American Music Club as composer, “and it turned out he’d read all of Peter Handke’s plays,” Amato says. That connection, and Amato’s skills with black-and-white 16mm film, led to the next turn in his life. After AMC signed with Warner Bros., the band’s manager proposed that Amato write a treatment for a documentary about the band.

“A treatment’s only supposed to be three to five pages, tops,” he says. “I wrote a 15-page treatment and sent it through a fax machine. Warner Bros. calls me immediately. I go over there, and there’s a check for $30,000 waiting for me.” He shot the film “like an artifact from the Beat era” in black and white. They loved it. “They said I made $30,000 look like $100,000.”

He was off and running—not just in his music-video career, but also in his “big, boozy romance” with Eitzel. Amato relocated to the Bay Area. “It was like living in a Kerouac novel,” he says. “We were Beatniks: When the fog rolls in, you get a whiskey. And you wake up hung over, and you ride your bike to the coffee shop…”

When that relationship ended, Amato moved back to L.A., first living in performance artist Ann Magnuson’s garage, then at Zabriskie’s house (“Grace and her partner, Philip, are like my L.A. mom and dad,” he says), where he met Sheryl Lee. They took African dance classes together; Lee acted in an American Music Club video and a rockumentary about Everclear. Amato took a job with 20th Century Fox, in the research department at The X Files. He says he cried in the parking lot every morning. (“And there were some other people doing it, too.”) “They made one movie while I was there, Freddy Got Fingered. One of the worst movies ever made.” After a guy who’d been there for years explained how he couldn’t really like anything, or hate anything—either choice was too political—Amato knew that he had to leave. His tears, he realized, were not just for the loss of his own life but also “for the loss of the idea of moviemaking. I knew then there was no place for me at a studio, because I do like things. And I love what I do. I am passionate. I am a believer.”

Meanwhile, he had a growing friendship with an actor named Heath Ledger, who’d landed the lead in 10 Things I Hate About You through a friend of Amato’s. Having left 20th Century Fox, Amato was now working out of his house as a freelance editor and still directing music videos. While Amato was in New York, working for Palm Pictures on a project with the band Earlimart, his life shifted again. “It was an animation idea,” Amato says of the video, “and I don’t animate. So I’m at a dinner party; the guy who’s hosting it says, ‘I’m an animator.’” Jon Ramos invited Amato over to his loft, where he made a rough edit of the project on his big bank of computers, and then the two spent hours and hours for little pay at Palm’s fancy headquarters, editing the final piece.

“We were begging for burritos, seriously,” Amato says, “and we start laughing, because it’s so ridiculous, the adverse work conditions. So we’re like, ‘Don’t they know they’re f—king with the masses?’ Which was like a joke, because there’s only two of us.” Then, one night, they were joined by a friend of Amato’s, a Fosse dancer who “just had a really great spirit.” He led them all out onto a balcony overlooking an ice-choked Hudson and shouted over the river: “THE MASSES!”

“That was the first time I was, like, this feels really good to shout,” Amato says, “and it was, like, ‘Yeah! We are the f—king masses!’”

Ramos built a website, wearethemasses.com. The Masses gelled into a formal thing, with Amato on the West Coast and Ramos on the East, a constellation of artists forming around them. By the 2000s, Amato was directing videos for such artists as Barbra Streisand and pop duo Beach House. They reconnected with

Ledger, who found The Masses an office in an under-the-radar neighborhood where he could zip over on his motorcycle and slip in unnoticed. Ledger directed some music videos, though the ultimate goal was to transition to feature films. Amato ordered a copy of Walter Tevis’ The Queen’s Gambit and sent it to Ledger, with a note that read “H: A Masses Movie. —M.”

“Heath and I really only wanted to make movies for smart young women,” Amato says, “because movies are being made for dumb boys, so what’s the antidote? And that book’s perfect.”

The problem is, they both wanted to direct. They came to a compromise: Ledger would direct The Queen’s Gambit, but first they’d make Matt’s film in Brooklyn. Because Miramax had released a forgettable rom-com in the late ’90s called The Very Thought of You, Amato retitled his movie after the Curtis Mayfield song “The Makings of You” (written for the soundtrack of another film about a single mom finding romance, 1974’s Claudine.)

Ledger found a building with a restaurant on the ground floor, with space for The Masses on the second floor and an apartment for Matt on the top floor. They’d start shooting in June 2008.

Amato got news of Ledger’s death in January, while shooting a Bon Iver video in rural Wisconsin. He and everyone else at The Masses were devastated. In addition to that deep personal loss, Ledger’s death threw everything into limbo: the office, the movie, the future of the collective. But it became important to keep going—in part, for Heath. They found new investors in New Orleans. Amato rewrote the script, casting Zabriskie and Lee as mother and daughter.

As they planned the Louisiana shoot, Amato’s ties to St. Louis were deepening. “I always follow my heart places,” he says. “It’s always been love affairs that brought me to different homes, different cities. The same is true of St. Louis. I fell in love with a boy from St. Louis, who loved the river, who went to the confluence all the time. He took the haunted road every night. It’s in the script, the haunted road. And literally we would go every night… He loved the drive. And he loved the peace, and somehow he was like his own cosmonaut there.”

There would be more heartbreak before that first charmed day in August 2013 when the rainmakers arrived to christen Wallis and Judy’s first kiss. The summer they were to start filming in New Orleans, the boy from St. Louis died. “Through that, I became close with his family, his father and brothers,” Amato says, “and we kept doing this, in honor of his spirit.”

Amato rewrote the script, filling it with St. Louis landmarks and all of the stuff overflowing out of his heart: not just the haunted road and the confluence, but also a story grounded in mature love and a transformation of the soul through loss. In June 2013, he packed up his car and drove back to St. Louis. This time, he had something very precious in his car: Vancouver, a Corgi mix he’d adopted in California (who proved to be a great actress in her role as Wallis’ dog, V). Following on the road behind him were his roommates and fellow Masses members, musician Grant Leuchtner and artist Natalie Erdelt.

“We all took a huge leap of faith coming here,” Amato says. “We didn’t know what was going to happen. We didn’t know where we would be living. We didn’t know who our friends would be—or where we would shoot the movie.”

Ask anyone who worked on The Makings of You about serendipity, and everyone has a story. Or several. It felt like the project was attended by a bevy of protector spirits, maybe Ledger and the boy from St. Louis among them.

Ashleigh Bell, Ledger’s sister, flew from Melbourne to work as a P.A. on the film; on her connecting flight from L.A. to St. Louis, she sat next to a nice young guy with moppy bangs. When she arrived on set, she realized who it was: Mad Men’s Jay Ferguson, who plays Wallis.

Ferguson has his own story. At one point, they rewrote a tugboat into the script for a pivotal moment in the movie. Then, one night, the crew was shooting a different scene on an elevated barge dock. A tugboat pulled up, the captain shining a spotlight over the river, calling out to them.

“I think he initially came over just to see if we were OK, because he had no idea what was going on,” Ferguson laughs. “This was an area that probably on any other given night is a totally dark area that you don’t see people hanging out in. If you didn’t know we were shooting a movie, I might look like a guy about to jump over the rail. So the tugboat captain came over, and I told him we were shooting a movie—and if he wouldn’t mind shining his light on me? It ended up in the movie”—as one of the most striking scenes, in fact— “and it was totally by chance.”

Lee has a story that still gives her chills. “My grandmother, who I was very, very, very close to, was in the process of the end of her life while I was filming,” Lee says. One day when she was busy on set, her mom left her a message. “My grandmother had been talking to my mom about how she and my grandfather went to St. Louis for their honeymoon,” she says. “My grandmother passed when she was 96 years old. And this is the first time that anybody had heard of this.” As she was listening to the message, standing on set, she was outside of Wallis’ shop, which says “Frank’s” on the door. “So here I was, telling this love story in the city that my grandparents had gone to on their honeymoon and nobody knew it until that moment, and I was standing outside of Frank’s”—which was her grandfather’s name.

“The majority of cast and crew and everybody involved in this, I think, believes in fate, in some form of fate, myself included,” says Henry Goldkamp, the poet who put typewriter kiosks all over town for What the Hell Is St. Louis Thinking? He plays Wallis’ roommate, Carl, a poet who composes on typewriters and types out what might be the film’s thesis: "Nothing happens until two people fall in love / and then the whole world changes.”

Through lucky connections, Amato found a crew that included some of the most accomplished people in St. Louis’ tight-knit film community, despite the fact that a good chunk of them had decamped to Cape Girardeau for Gone Girl. The crew was filled out with additions from L.A., including Jack Richardson, the executive producer and Amato's partner at The Masses. Leuchtner had already been cast (or, as Amato notes with some amusement, had cast himself) as Roy, Judy’s older son, way back when the production was set in New Orleans. Michael Varble, another musician frequenting The Masses’ L.A. office, played his younger brother Eric. After seeing Erdelt’s beautiful work (including art direction on a Streisand video), production designer Tim Stephens named her the art director.

Every Sunday, the cast and crew had dinner at Al and Bea Amato’s house. Ledger’s mother and stepfather, Sally and Roger Bell, flew in for two weeks; Sally told Bea that Heath and Matt were connected by something “not Hollywood,” Bea says, “and she felt her son could really be more of who he was without all of that fanfare. She said, ‘You know, everybody feels that Heath brought Matt a gift, but they never mention the gift that Matthew brought to Heath. That’s part of the reason that we are here, because we are grateful that our son had that.’ How could you not love somebody after they say that?”

Amato’s parents were on set every day, once making an epic run to Ted Drewes during a particularly stressful night shoot at Super’s Bungalow, where the bartender was cussing everyone out and the patrons were singing so loudly in the courtyard, it was all you could hear inside the bar. (Super’s owner stepped in the next day, apologized, and made sure that all was copacetic going forward; the cicada-drenched breakup scene was filmed on a cement stoop across the street from the bar, after Lee and Ferguson lay head-to-head together on a bench while the on-set DJ, Mark Willey, set the mood with a set list of breakup songs in the courtyard.)

It was Goldkamp who connected Amato to Kristin Cassidy and Bryan Payne, two artists who had just moved from L.A. and opened a temporary pop-up, The Living Gallery, in their apartment. “We had a treasure trove room set up in our place that was just artifacts from the Mississippi River,” Payne says. Those became the catalyst of the romance, their magic drawing Judy off the street and into Wallis’ shop. After Erdelt spent two nights clearing out the packed antiques shop where they shot, she, Cassidy, and Payne worked all night to stage the objects in a cinematic, alluring way.

“To me, the story is, everyone’s in this cage, this heavenly prison that is Margaret’s house,” Amato says, “and Judy has the keys, even though she doesn’t realize it. She has the keys to unlock that little door that’s going to set everybody free. So she’s holding the keys in her pocket the entire time. That’s why in the first scene, you see her with those objects. She doesn’t actually pick up the key—she picks up the feather—but it was still important. Conceptually she is holding the key in her pocket.” That’s why Lee’s costumes all have big pockets—Amato told her to hide things in them, known only to her.

Another precious object in that scene: a gold-plated typewriter that traveled with Amato from L.A. and back again—a gift from his grandfather, who ran St. Louis Typewriter Company. (When Bea first watched that scene, the memories of her father brought her to tears.) It’s the machine that Lee types on near the end of the film. That scene was filmed inside The Living Gallery, where somehow the production managed to cram 30 crew members, lots of heavy equipment, and Lee into a tiny shotgun apartment filled with delicate objects. Only one thing broke: a teacup that fell off a shelf when Lee touched it. “And a little tiny note came fluttering out and landed in front of her,” Cassidy says. “It said, ‘Change is good.’”

On the last day of shooting, the crew didn’t need a fire truck. It rained right on cue for a scene in which Roy visits his grandmother in the hospital and plays a song for her. It was one of Leuchtner’s, one he’d composed when Erdelt was in the hospital with a burst appendix. “The song expresses a loneliness and a yearning for human love, but something deeper, too,” Leuchtner says. “Love of life. And it’s just…it’s just purely about love.” After the rain cleared, the crew split in two. One group headed to the Cotton Belt Freight Depot to film Varble, who performed one of his songs in a muddy clearing. The other shot Lee in a meditative walk across a bridge after a particularly dramatic scene. Both were shot on the spur of the moment yet feel completely linked, almost as if the two characters are looking at each other.

“We had just set up and were in the middle of the take when suddenly Chris Coats, our script supervisor, who had taken a walk down the road himself, called out wildly for us to see what was around the corner,” Bell remembers. “We ran over and turned to face what can only be described as one of the most vivid and glorious sunsets I’ve ever seen. It had been blocked by the church, so we hadn’t seen it yet, but straight away we were moving gear, and Sheryl wasalready halfway down the road in front of the sun, ready to shoot a spontaneous but incredible scene. Chris was madly flicking through the script to find where we could place the shot, given that Sheryl was in costume for a specific scene, but it managed to avoid the cutting room floor, and Judy’s walk across the bridge bathed in red and gold is in the film. That was an amazing bit of magic.”

Varble says by the last take, he says he felt like he had cinderblocks on his feet because of all the wet clay on his shoes; it wasn’t his guitar, and the sun was going down. But somehow they made it work. “The cool thing was half the film crew was on the other side of town. It looks like she's looking at me. It's so trippy," he says.

“I am a mother myself, and I feel when those moments happen with my son when he and I are not together,” Lee says. “Matt intuitively is sensitive enough to either consciously or subconsciously know that.”

The Makings of You opened to a sold-out Tivoli Theatre at last year’s St. Louis International Film Festival. It’s been praised for its spectacular soundtrack, for its gritty, otherworldly atmosphere, and for its surprising love story—revolving around middle-aged blue-collar characters—that spirals out into something much larger. “I think what still fascinates me about this thing, this movie, is that there is no limit to the exegesis that I could go into parsing, you know, on all its various themes,” Zabriskie says. “It’s deceptively simple. Very deceptively simple.”

The other thing people talk about is just how beautiful the film is—though Amato says if there has been any criticism of the film so far, it’s the strange comment that it’s too beautiful—an echo of his college classmates’ critique. “It’s a love story,” he says. “I wanted to create that environment, that magical environment.”

“He constantly, constantly challenged me to make things prettier,” Benson says. “I took it as a challenge. That was my goal—to make him happy. And that was a very hard thing to do. And I think that's what made me push farther.” Though he laughs that he got frustrated because Amato constantly wanted him to frame cars out of his shot. “Chris would say, ‘There are cars in real life, Matt,’” Amato laughs. “I’m not sure how it happened, but eventually the camera crew came up with this slogan, ‘You can’t handle the beauty!’” (It became a running joke; when they got an unbelievable shot, that was the collective cry.)

Part of the beauty and otherworldliness comes from Amato’s unorthodox approach to time; the film opens up like a blossom, rather than moving forward like an arrow behind a dotted line.

“You know how they talk about time moving in a spiral, instead of linear?” Lee says, when asked about it. “We keep coming back to our same issues, our same patterns. Because the spiral is moving upward, hopefully each time that we come back around to them we are coming back with more consciousness, we’re coming back with more light on them, or more awareness on them. And so there’s a feeling of that in this film for me. It’s almost like you can feel the family stuck in their patterns. Somehow this love is starting to bring the light of awareness on something. It’s shifting. It’s going back around, but it’s raising, the spiral is going higher. And there’s more light coming in.”

The other frequent comment people make is that it is the first film to capture the gritty and poetic St. Louis they know, the one filled with smoky corner bars, cicadas, abandoned churches, and characters who seem as if they have just stepped out of a novel. Shooting in locations like Super’s Bungalow and Iowa Buffet were essential in giving it that quality, and it was Coffey who led Amato to many of those locations—50 in all, more than twice as many as the average shoot. (Coffey’s bar, The Fortune Teller, also became the place where everyone drank, danced, and blew off steam at the end of the day. Lee says she still misses it, and laments that there’s not a Fortune Teller Bar in L.A.).

“He loved the location, right off the bat, and I think it kind of helped build my faith that he knew that I wouldn't take him to terrible places,” Coffey says of Iowa Buffet. “The key to a good location scout is to call every single person you know—especially with someone like Matt, who has a very particular vision of what he wants.”

Also key was that Coffey and McKinney trusted each other; that trust extended to the crew. In Amato’s eyes, you cannot separate these places from the people attached to them. “After meeting Carol, it’s one of the main reasons we felt like we needed her bar in the film,” Amato says. “Part of her soul translates into the movie.”

At Super’s, that person was Smiley, a karaoke-night regular who slays numbers like Eddy Arnold’s “Bouquet of Roses” all decked out in a black cowboy hat with a silver band. He’s in the movie, in Zabriskie’s bar scenes. McKinney begged off when they asked her to be in the film, but her bartender, Glen Speickerman, has a cameo. So does Grace Ulmer, whose family owns the Cornerstone Café in Hyde Park; she offered up her home and went on vacation for two weeks so it could become Wallis’ house. Later, she filmed a scene with Lee: waiting at a bus stop with two kids—and a black eye, courtesy of the makeup department.

Some of the most dazzling footage was shot on the river. Amato and Richardson paddled out on the Missouri and Mississippi with “Muddy” Mike Clark of Big Muddy Adventures. “That was another high point, canoeing down the Mississippi,” Richardson says. “That day, it was like glass. Muddy Mike, who’s apparently been out like 60,000 times in his life, had never seen it so calm. There’s really no way to exactly time out where you’re going to be on the river…but it just kind of timed out perfectly that we were on that insanely smooth river right at the confluence, the point of view of powering down the river in a canoe. It was wild. We did a couple of hours in the morning, and then we went back at sunset, which becomes the final time-lapse during the credits.” Richardson, Clark, and Amato sat on the beach afterward, drank some Scotch, “howled at the moon, and let it go. That was about the very last day. I was finally putting the camera back in the box and shipping it back to L.A.”

Amato wants to film a documentary called The Makings of Us about all of the people they crossed paths with while making the film. He’d also love to do a bus tour and bring people like McKinney and Smiley to screenings across the Rust Belt. That idea was spawned after the film screened at St. Matthew’s Church on Jefferson in February; Midwestern cities are filled with such unorthodox possibilities for film screenings. Local historian Michael Allen helped Amato put together a possible itinerary. The tour would launch across the river in Sauget, at Larry Giles’ St. Louis Building Arts Foundation; then it would hit Cincinnati, Cleveland, Detroit, Grand Rapids, Chicago, Milwaukee, Rock Island, and then return to St. Louis. “It would be nice to see the film on the big screen at Art Hill,” Amato says, “and I’d love to get it run in a theater here on a regular basis…the Hi-Pointe is actually the color scheme of our movie, that teal color.”

Things continue to come full circle: In January, the Los Angeles Film Critics Association presented its Career Achievement Award to Gena Rowlands—and asked Amato to edit her tribute reel. In April, he flew to Northumberland, Pennsylvania—coal country—to shoot a video with singer-songwriter Josh Martin, who performs under the name Daughn Gibson. He paired the eerie, sad song “Daddy I Cut My Hair” with footage of worn-out diners, slag heaps, and skeletal trees; the protagonist is a young girl with tangled hair and high-top sneakers who walks the railroad tracks and stares at the worn-out world through the glassy swirl of a cat’s-eye marble.

Martin watched The Makings of You, and it resonated deeply with him. “He talked about the sense of time, how there’s a nowness, not a what-comes-nextness,” Amato says. Martin also read the script for The Left-Handed Woman and has offered to play Bruno.

“This was the greatest collaboration I’ve ever had with an artist,” Amato says. “Josh really cared about this and prepared me well. He sent me three books; we put a lot of research into it. You don’t usually find people investing themselves like that. I just liked that he was so open, and so generous. And I consider Josh one of the biggest fans of the movie."

Amato cites a quote from Mark Twain’s Life on the Mississippi as his inspiration for the film’s river shots, which are some of its most sublime. “And all this stretch of river is a mirror, and you have the shadowy reflections of the leafage and the curving shores and the receding capes pictured in it,” Twain writes. “Well, that is all beautiful; soft and rich and beautiful; and when the sun gets well up, and distributes a pink flush here and a powder of gold yonder and a purple haze where it will yield the best effect, you grant that you have seen something that is worth remembering.”

When Amato suggests going out on the river with Muddy Mike, the idea sounds wonderful—and abstract. It’s a little more terrifying once you’re at the shore. The sun’s hanging low and the sky shines silver and slate-blue; the water’s at flood stage—and rushing fast. Clark affirms that, yes, he’d never seen the river so still as on the day he brought Matt and Jack out here. (Not like today.) Still, if Jack had splashed even a tiny amount of water on the Sony F55 camera they used to shoot the movie, it would have been a disaster. (As Amato notes, you can always wipe a lens dry, but one drop of water will fry a camera that houses a delicate computer system inside it.) Clark says that the only time this canoe has ever tipped was when he took a bunch of adrenaline junkies out and they started jumping up and down on pogo sticks. Still, just shifting your weight makes the boat rock. Water splashes, no matter how fluidly you wield the paddle. Just as they had the perfect amount of river water to make it rain, the camera somehow stayed perfectly dry.

As we paddle toward the confluence, the water begins to take on a very different quality; it’s a little more silvery, with long, sharp ripples and waves, like the river’s aspiring to become an ocean. “We’re in the magic waters now,” Clark says, meaning neither the Missouri nor the Mississippi but instead a mingling of the two. A love story of rivers. When you are out here, Clark says, you move into River Time, which is totally now but also timeless. It is the place where serendipity happens. “The bottom of the river,” Clark says, “is never, ever the same.”

When they saw The Makings of You, the Amatos told their son that it moved like the river. Not that it doesn’t have a beginning, middle, and end—a river has that, too. Floating out here in these weird waters, it’s clear how clever that metaphor is. Eddies and whirlpools appear, swirling in unpredictable patterns that can’t be anticipated, just navigated. You’re not in control. The river keeps the contents of its pockets secret.

Amato is a radical filmmaker, willing to make a movie that travels like a river, or unfolds like a piece of music or a real human life, something that seems alien after we’ve slumped in theater seats, overdazzling our retinas with exploding cars and exploding planets. He realizes the transformative power of seeing—and not seeing. Of showing the full spectrum of a full human life, with a slice hidden in shadow. That unsettled, mysterious place makes room for the watcher but throws down the challenge to do more than just watch. Is this is a particle, or a wave? it asks. Who are you? What’s in your pockets? And what do you see?

The Making of The Makings of You

× Expand Illustration by Hannah Chalew

Pull up The Makings of You on IMBD to find the full list of heroes behind the movie. It’s a testimony to St. Louis’ pool of filmmaking talent, people who could easily be working in Hollywood but have chosen to stay here. That includes freelance producer Bob Rocca, who travels the country to work on big-budget feature films; he was one of the film’s associate producers, along with First Punch Films’ Sam Coffey, and Kelsey Rightnowar, who also worked as production coordinator for the shows Salvage City and Funeral Boss. Through local casting director Joni Tackette, Amato cast local actors such as Antonio St. James, Elizabeth Ann Townsend, and Craig Hawksley to perform alongside Lee, Zabriskie, and Ferguson.

The crew was a hybrid of St. Louis and L.A. talent; the St. Louis crew, including Rightnowar, Rocca, and key grip Richard Speed (whom Amato praises by describing how fluidly he navigated a dolly around Vancouver’s tail without touching a single hair).

“The process of getting to know people anew at the beginning of every job can be a little bit awkward,” says Speed. “But we had a great conversation that first day. Most of it was about the river. And then as I read the script, I found that so much of the movie was about discovery with the river, whether you discover it by the river, near the river, from the river, because of the river…”

Gone Girl was a river movie, too, but Rocca says there was no question in his mind what river film he wanted to work on. “The interesting thing about what Matt did was—and not to get sappy about it—but he created a family,” Rocca says. “And that’s why I like doing work like this, rather than Gone Girl or Up in the Air, or The Help…name a big movie, and there's a chance I worked on it.”

Rightnowar says part of the familial environment also came from the house the production rented on Russell. “It was like a frat house!” she laughs. “I came to work every day and it was like, eight guys living in a three-bedroom house that was also our production office and our kitchen.” Because of the deep bond between the cast and crew, the last day of shooting was hard for everyone.

"They teach you in acting school how to develop a character, but nobody ever teaches you how to let go," Lee says. "It’s something that I’ve had to learn on my own. Sometimes it’s a relief to have it end, and to be able to walk away. But sometimes it’s not so easy. That character has a hold on you. Or those people have a hold on you. And it’s much harder to let go. And it was, it was very, I remember that moment in the airport saying goodbye to Matt and Jack like it was yesterday. And for me, having to say goodbye to Judy was also … it wasn’t an easy one for me. And I keep going back to what an extraordinary experience it was."

And of course the work was far from over. Alexandra Pelly, another Masses member, flew in from Los Angeles and stayed for almost four months, working in the editing room with Amato. Music, always at the core of The Masses, drove the editing process. It was a driving process of the film itself—it’s not every film that hires an on-set DJ—and the score features 38 songs, including vintage R&B from Now-Again Records’ catalog, and orchestral pieces composed by Carlos Niño and Miguel Atwood-Ferguson.

“The first cut was at least five hours long,” Pelly says. “When we cut it down, we definitely had to change the story a lot, and move huge plot points and even whole characters. Which is kind of a crazy thing, but I think it was really it was cool that we had all that to begin with; I think it kind of gave the characters more depth. It was a more complex story, and we just really simplified it. But I think that the kind of like…I don’t know what to call it, but the shadows of those lost things still kind of effect it.”

“I’ve seen almost everything shot,” adds Carson Minow, who worked as DIT on set, and is a filmmaker herself. “And I feel like I have access to this dream world that Matt created that didn’t make it to the screen, or to the final edit. But there’s this rich history, this huge backstory, these things that the core people who created the story know.”

The unspoken influences that created that magic, secret world include Ash Can School painters like Edward Hopper, whose canvases inspired tiny details, like the use of natural light in interior spaces; Harold Brodkey’s book Love and Other Sorrows, with its poetic passages describing St. Louis’ red bricks; and that question Amato asked Judy 20 years ago: what’s in your pockets? (If he’d asked Wallis the same thing, the answer would be “bacon”—Ferguson says he constantly parsed out treats to Vancouver to keep her half-interested in him.) Lee’s costumes always included skirts and dresses with big pockets, and Amato told her to hide objects in them, and keep them a secret from him.