In 1978, a pair of young, wannabe filmmakers made a 12-minute, 35mm short called Xenogenesis. One of those wannabes was a visionary artist by the name of James Cameron. The other—who Cameron calls “the best kept secret in Hollywood”—was a precocious storyteller by the name of Randall Frakes.

Over the following four decades, the two have collaborated on several projects. But one project that did not collaborate on—though they came close to doing so—was a subversive, sci-fi B-movie called Hell Comes to Frogtown. That one was written solely by Randall Frakes, though the final film stayed significantly from his initial vision. To figure out what happened, I spoke with Randall Frakes about cyborgs-turned-assassins, wrestlers-turned-actors and the underappreciated unity of opposites.

Hell Comes to Frogtown Oral History

How Did This Get Made is a companion to the podcast How Did This Get Made with Paul Scheer, Jason Mantzoukas and June Diane Raphael which focuses on movies This regular feature is written by Blake J. Harris, who you might know as the writer of the book Console Wars, soon to be a motion picture produced by Seth Rogen and Evan Goldberg. You can listen to the Hell Comes to Frogtown edition of the HDTGM podcast here.

Synopsis: In a post-apocalyptic wasteland—where fertile women are rare and fertile men even rarer—a nomadic outlaw named of Sam Hell must infiltrate the mutant city of Frogtown to rescue a collection of fertile females.

Tagline: A New Breed of Enemy has Taken Over the World…Sam Hell has Come to Take it Back.

Part 1: Whatever that Was, I Want to Do It Too

Blake Harris: So, before Terminator and True Lies, before you ever even dreamed about bringing Hell to Frogtown, you grew up in Brea, California. I was curious if, as a kid, movies were a big part of your universe?

Randall Frakes: Oh yes. When I was six years old, I collected Classics Illustrated comic books. And I would cut out the colorful covers and tape them up outside my bedroom to pretend that my room was a movie theater.

Blake Harris: And what would be screening at the Little Randall Frakes Theater? What movies meant a lot to you as a kid?

Randall Frakes: The first movie I remember seeing was Robert Aldrich’s Attack, a grim World War II movie starring Eddie Albert and Jack Palance, in which Palance gets his arm crushed when a German tank runs over it. But he doesn’t die. He comes back to kill his cowardly officer who got his men killed. It was black and white, standard aspect format and mono, but something about it screamed out: important truths about human nature and there is no Santa Claus!

Blake Harris: [laughing]

Randall Frakes: I felt empowered with a life truth. I felt freed from the cloying nightmare of childhood myths. I said to myself then and there: Whatever that was, I want to do it too. And that was the beginning.

Blake Harris: Given that you were so young, how did you actually go about figuring out how to “do it too?” And were your parents supportive of this passion? Were they active moviegoers?

Randall Frakes: My father had been an actor; in features an extra, and in early TV part of a troupe that acted out famous scenes from famous books on a game show. He loved movies and acting, so once I got the bug to pursue my exploration of movies, he supported me 100 percent. I studied ’30s classics on TV and realized that every good story, technique and characterization had already been done in that time and everyone was just recycling them in the ’50s. By the time I was a freshman in high school, I was working in the local cinema, buying and listening to soundtrack music, and reading dozens of books on the making of the movies I was watching.

Blake Harris: Had you begun to film anything yourself?

Randall Frakes: When I was a junior in high school, I started making short films in 8mm. Some of them got shown at the local theatre at the head of the main movie.

Blake Harris: Do you remember what they were about, or what they were like?

Randall Frakes: My most ambitious short was about 15 minutes long. It was called Trek. Heavily influenced by the original Planet of the Apes movie. It was about a caveman trekking through wilderness to find new sources of food, being suddenly confronted with the ocean, which terrifies him and makes him run off without direction, until he comes to a modern factory on the horizon. It freaks him out, and he turns to run in another direction and is suddenly frozen with fear, standing by a highway with modern cars roaring past. He lunges to get across and is struck by a car. He lies dying, looking up at the driver coming over to check him. The driver was the twin brother of the actor playing the caveman. So he looks just like him (except he didn’t have long hair and a beard and was wearing a suit). It was my visual poem saying that primitive man is being killed off by modern technology. Not particularly brilliant and basically silly, but…

Blake Harris: …definitely more impressive than anything I was writing at that age. And I assume you edited these films yourself?

Randall Frakes: I did. The films I made back then were, mostly, exercises in editing. [laughing at a memory] My last editing experiment was to shoot footage of this really beautiful but very straitlaced sophomore, coming back to her bedroom in a tennis outfit. I got her to lie on the bed and had her slowly massage her calves and thighs. All very innocent. Then I shot more footage with another girl—a much more liberal and raunchy girl with a similar body—touching herself more erotically, indicating masturbation. I didn’t show the raunchy girl’s face, only inserts of her touching herself, cut into the wider shots of the straitlaced girl. But when I showed it to some of my male friends, they never suspected a body double. They couldn’t believe I had gotten that straitlaced girl to touch herself on camera! That was one of the biggest eye-openers about the power of editing, how even with a documentary you could fool an audience. I was around 14 years old when I made that masturbating movie. I was following in Spielberg’s path…but deviating a little into Russ Meyer territory!

Blake Harris: [laughing] But I suspect you had to shelve those dreams for a little while because, after high school, you went into the Army. I read that while you were in the Army, you edited a military newspaper. Is that accurate? How did that come about?

Randall Frakes: I volunteered for certain jobs in the Army that would help me avoid shooting at anyone or getting shot at. I signed up for—and first went to—South Korea, and then West Germany. In West Germany, I became a reporter/editor of a company-sized newspaper that was supposed to just be a propaganda rag to reassure the parents of the new recruits by writing stories about their safe arrivals, how well they are being treated and how safe they will be while doing their duty for their country. All pretty much bullshit. By that point in my life, I was all about exposing bullshit for what it was.

Blake Harris: In what sense?

Randall Frakes: I started going undercover to reveal corruption and malfeasance by the officers in the companies nearby. When I went undercover at Mannheim Stockade to investigate gross prisoner abuse, I found the evidence and published it in my little rag, which created a shitstorm of controversy. Got the warden demoted and removed and caused my superior officer to want to kick me out of the Army with a dishonorable discharge. I told him I would love a trial in which I could officially air my claims of corruption and maltreatment of soldiers. He promised to screw me over terribly.

Blake Harris: Did he?

Randall Frakes: Well, a few months later, he summoned me to his office and tossed a thick envelope at me. He told me to open it outside. I thought: Okay, at last, my summons to my court martial. But no. The package contained a framed award.

Blake Harris: An award?

Randall Frakes: From the Army’s official newspaper for Europe—Stars and Stripes—awarding me best investigative story of the year. And now, obviously, I couldn’t be kicked out dishonorably for something the Army was awarding me for.

Blake Harris: That’s awesome. But let’s go back for a second to the actual undercover work. What was that experience like for you?

Randall Frakes: Some prisoners thought I was a stooge for the warden, trying to get prisoners to go on record with their complaints so he could punish them later. One big prisoner broke off a plastic fork so the handle was sharp and held it up against my throat, saying that if I didn’t convince him I was on the level, he would cut my carotid artery and within a minute I would be dead on the floor in a pool of my own warm blood.

Blake Harris: Wow. Oh wow. So what did you say?

Randall Frakes: I couldn’t think of a thing to say! Fortunately, another prisoner from my company recognized me and stayed his hand. So one of the lessons I learned from that experience is that we need investigative reporters and other truth-diggers to out injustice and corruption…but you could get killed doing that. So I thought: What would be a safer way to tell truths? Fiction!

Blake Harris: …and a writer is born.

Randall Frakes: A screenwriter. Okay, I thought, I’ll write movies. Movies about socially relevant subjects that needed public airing. Get paid a lot of money, instead of getting investigated by a government agency or losing my carotid artery.

Blake Harris: Wise decision, I’d say. And, if I have my chronology correct, one that would soon lead to you meeting a likeminded guy by the name of James Cameron?

Part 2: The Genesis of Xenogenesis

Randall Frakes: James Cameron tried to pick up my girlfriend in psych class at City College. That’s how I met him. She brought him over to meet me because, as she said, “we talked the same talk.” I broke up with her months later, but have been a collaborator and friend to Cameron ever since then.

Blake Harris: Was it friendship at first sight?

Randall Frakes: Basically I knew within two sentences that this guy was not only on the same page as me, but a genius. It was clear as could be. Jim has always had an extraordinary mind. Not a perfect person, mind you (who is?), but definitely miles above the average joe in strategic and conceptual thinking. And we shared similar tastes; he was a movie fan and a sci-fi book fan. Our big difference was he was always a hard-line scientist guy with a Darwinian social bias. In his mind, living life is like waging a war with fate, and only the strong survive. I was always more of a surf-the-wave type of guy. We milk the cow, not slaughter it. Symbiosis, not competition. Both survival strategies have been shown to work in nature. But he was always more focused and ambitious than I. He had written the first part of a novel that was extremely mature and brilliant. He was also a good amateur sculptor and artist. I knew this guy was bursting with talent and hundreds of brilliant ideas. So I told him he should be a film director, a job that required all his talents. He asked how to become a director.

Blake Harris: Ha! What did you say?

Randall Frakes: I said, “Write a script that’s so good everyone in Hollywood wants it, and then attach yourself as the director.” He said that he didn’t know how to write screenplays. I told him he knew story very well. Learning how to tell a story in script format would only take him a few weeks at most to learn. So I suggested we write a script together. That script became Xenogenesis.

Blake Harris: Was your assumption accurate? Did he take to it naturally?

Randall Frakes: To his credit, he immediately got it. And except for too verbose dialogue here and there, the script was damn good. It was based on a short story I had written and published a few years before called “I Wince in Limbo.” But after Jim got his mind wrapped around it, he morphed it into a seedbed for all the basic ideas that would appear in most of his later movies in more mature form. For example, in Xenogenesis, there is an auto-maintenance robot that is the only survivor on a planet of beings who became extinct because they became addicted and trapped in digital reality states. The robot design was reused for the hunter-killer tanks in The Terminator future scenes.

Blake Harris: That’s so interesting. From page to screen…just 10 years later. But tell me a little bit about the part not on the page. I’ve cowritten scripts before, and that relationship between writers is always unique. What was this was one like? Were there any early hiccups to what obviously became a long-term and fruitful relationship?

Randall Frakes: Most challenging were the moments when I had a different idea than Jim and had to argue with him. Because although he was learning from me and would listen carefully, he got locked into doing some things his way. The only way to change his mind was with impeccable logic, which I was not used to having to do at that time. So, while I was teaching Jim how to write a movie, he was teaching me better ways to argue!

Blake Harris: Ha! Symbiosis!

Randall Frakes: Yes, but I will also say that Jim was so brilliant and so ambitious that once he got the idea into his head to become a film director, he would have found a way in with someone else, or all by himself.

Blake Harris: What did you guys do with the script after it was finished?

Randall Frakes: Well, the plan was to make a 15-minute demo film illustrating a dramatic scene from the Xenogenesis script. It was supposed to be used to raise funds to make the entire script into a feature film. First, Jim and I made a 16mm demo film showing the Xenogenesis spaceship he designed flying past a star field. We didn’t have a level studio floor (just my garage), so the ship looked a lot like a goose bouncing up and down, flapping its fins. Hilarious. And we also shot a laser pistol chase.

Blake Harris: How did you go about doing that? Logistically, I mean.

Randall Frakes: We shot the fight in a cement storm channel, so it looked futuristic. And we had squibs we made ourselves wired to go off when there was supposed to be a hit. We shot it all in reversal stock and then Jim—using an X-Acto blade—literally scraped off the emulsion to create a clear line, which when projected looked like a laser beam!

Blake Harris: Were there other scenes you needed to film? Or did those two make up the entire 15-minute demo?

Randall Frakes: Oh, no, no. There was still a lot more. But in order to film the rest of our demo, we ended up needing help from the dentists…

Blake Harris: The dentists?

Randall Frakes: The Orange Country dentists.

Blake Harris: The Orange County dentists?!

Randall Frakes: [laughing] So another friend of mine who owned his own recording studio at the time had been hired out by a garage band headed by a kid whose father was an investment advisor to this gang of dentists from Orange County.

Blake Harris: Ah, the Orange Country dentists!

Randall Frakes: When the kid saw the 16mm footage, he told his father, who asked to see what we had shot. He liked what he saw and then called us in to talk to the dentists, who had exactly $17,000 left to invest and the fiscal year was about to end. So they needed to invest in something fast and they picked us.

Blake Harris: Amazing.

Randall Frakes: We shot the Xenogenesis demo film in an industrial unit, much like the one used by the effects team on Star Wars. We decided on making the film about that particular scene because it was all action, and we could do it with stop-motion, which we both wanted to experiment with. We also only needed two actors. The writer William Wisher—a friend and future collaborator—was one of them. Not only did he have squibs blow up on his leg, but also had to really dangle from a two-story building to get the angles we needed. He was a real trouper.

Blake Harris: You had made films before, but never on this level, so I’m curious what the experience was like for you.

Randall Frakes: It was backbreaking, grueling work that took up six-day weeks, over twelve hours a day. I didn’t mind the effort, but I found it tedious in the extreme—which is why I am content to be a writer/producer only. Directing is the most horrendous job in the film industry, and anyone who can pull it off with panache deserves all that money and fame.

Blake Harris: Haha. So you said earlier that the plan was to make this 35mm short in the hopes of funding a feature-length film. What happened with that?

Randall Frakes: Unfortunately, the dentists did not know how to use the movie to get big investors. So Jim and I used it as a demo film to get us work as effects technicians, simply as a way to break into the business. Since the principal effects technique on display in the demo film was stop-motion, we actually got an offer to animate the Pillsbury Doughboy commercials. We turned that down. Ultimately, Jim found his way into Roger Corman’s film factory as a modeler and told me that although the pay was less, it was a more direct path to making movies ourselves.

Blake Harris: If I’m not mistaken, the first Corman film you guys worked on was Battle Beyond the Stars. What were your roles on that?

Randall Frakes: Jim started as a modeler, but he went on to become art director of the whole movie, doing a spectacular job with little time and almost zero money. Meanwhile, I was operating the front protection rig, many times shooting the movie with a big Mitchell rack-over camera alongside the main unit. It was a terrifying experience. Especially since the last thing I wanted to do was be a cinematographer; I just wanted to write, damn it! But you do what you have to, to get inside the industry door. Jim was always better at that than me, sacrificing now for future rewards.