“I have plans, big plans.”

“Yeah sure… everybody’s got big plans.”

“Yeah, well, some of us have plans that are gonna work!” –Spookies (1986)

This is a tale nobody wanted to be told. It’s a cautionary tale about an obscure 1980s horror movie cobbled together from work by two separate groups of filmmakers working on the same set with two totally different casts. There’s also a savage businessman, crooked real-estate dealings, betrayal, madness, death, ex-Green Berets, ex-porn stars, and one of the founding fathers of the United States.

As originally conceived, the film that became Spookies attempted to subvert hoary haunted-house tropes by bombarding its party-going human characters with unique monsters: a possessed witch with a glowing brain, Muck Men bursting from a wine-cellar floor, a Hallway Demon melting a lady with his electric tongue, and a hideous transforming Spider Woman who literally sucks a man dry.

When the financier took the film away from its original makers, he handed it over to a second director who inserted scenes of a Crypt Keeper-type sorcerer, a cat man, a half-dead bride, high schoolers dressed as zombies, and a little boy having a haunted birthday party. The result is a checkerboard pattern alternating between passionate artistry and mercenary moviemaking, although even the original filmmakers would be the first to admit that cinema didn’t exactly lose The Magnificent Ambersons here.

Spookies was originally shot in 1984—under the title Twisted Souls—by first-time filmmakers Brendan Faulkner and Thomas Doran, friends and horror fanatics since childhood. Tom and Brendan directed scenes for an exploitation movie called Igor And The Lunatics, as well as several horror films that were never completed. While making a demo reel for their project Hellspawn, they met a British film distributor named Michael Lee who was eager to finance a horror movie. Lee dangled the possibility of bankrolling Hellspawn if the two could make a more conventional feature, and after hammering out a script in two weeks (under Lee’s paint-by-numbers guidelines, i.e. “folks run around a house getting killed by monsters”), it was off to the races for Twisted Souls.

Pictured: Makeup artists Gabe Bartalos and Jennifer Aspinall

Both 32 at the time, Faulkner and Doran, along with producer Frank Farel, lured their highly skilled lambs to the slaughter in Rye, New York, where Twisted Souls was to be shot at the John Jay Estate. This 24-room colonial house was the abode of one of America’s founding fathers, John Jay (1745-1829), who co-authored the Treaty Of Paris and the Federalist Papers, and was the first Chief Justice of the Supreme Court and the second governor of New York.

A Monster On Every Page

FRANK FAREL: The story behind the making of this movie is better than the movie.

BRENDAN FAULKNER: It was an opportunity, but we felt we could do something that was kind of scary. One review said “There’s more monsters per minute…” We wanted something like that.

FAREL: It was really quite exciting! We gave the crew the option to live on the Jay Estate. We lived in the carriage house, which was designed for horses and servants.

FAULKNER: Everybody got together at 8 in the morning, and we’d be shooting until 11 or 12 o’clock at night. We weren’t in our trailers sipping Dom Perignon.

FAREL: We just wanted to make the best film possible that would make Michael as much money as possible. After starting out saying, “I don’t know anything about it, you guys are the experts,” Michael then proceeded to oversee almost everything. I literally had to go over every penny spent in order for him to release the money on a week-to-week basis.

Peter Iasillo Jr. played the standout role of “Rich,” a drunken goofball who frequently talks to his hand puppet, Mookie. Ken Kelsch was the film’s cinematographer.

PETER IASILLO: Tom and Brendan were so much a team because they’re both big guys, loved the horror genre and knew what they were doing. It seemed like they had been doing this a long time.

KEN KELSCH: If you go to Sam Raimi and see his early stuff, these guys were as talented as him. I gaffed on Last House On The Left for Wes Craven, and it’s pretty interesting to see how big directors start out very small.

FAREL: The shared co-direction credit involved each of them directing individual scenes, roughly 50/50.

Pictured: effects man Al Magliochetti and co-director Brendan Faulkner

Photo credit: Frank Farel

Al Magliochetti was responsible for many of the stop-motion/optical/on-set special effects in Twisted Souls, and played the role of shy Lewis, whose name burns onto a tombstone before he’s sucked into the ground.

AL MAGLIOCHETTI: We had four to six weeks of prep. We were supposed to start shooting in mid-August 1984 and be done at the end of September. We wound up finishing the weekend before Thanksgiving, primarily because we had a cinematographer who worked at the speed of a snail. Every major reset took an hour to re-light. The guy was an ex-Green Beret, and not the most pleasant of people. He ran that set like he was still in Vietnam.

KELSCH: It was a very difficult set. We were undercrewed, mechanical effects took a long time to deal with. I have a lot of it repressed because my kid died on that set.

IASILLO: One of the Styrofoam tombstones we carved was of death holding a baby in its arms. Ken and his wife Dale were living in one of the rooms in the mansion with their little baby. A week or two into the shoot, I remember driving up to the set, there were a couple ambulances there. They said, “Ken’s son died from crib death.” I remembered that tombstone, oh my God. That was very sad. I don’t know how it affected his ability to work. He continued to be a professional the whole time.

Pictured: Joe Niola and an ominous tombstone from a deleted scene

PHOTO CREDIT: FRANK FAREL

MAGLIOCHETTI: Twisted Souls had a major effect every couple of pages. They had way too many effects for what they had to spend, and didn’t want to hear otherwise.

FAREL: Of course Michael Lee hung us for it, but we did go over budget and over schedule. Not extravagantly. It was originally $250,000, I think it went upward of about $300,000. I have to admit we bit off a little more than we could chew. Floor effects/creature effects always take longer than you would believe.

KELSCH: I kept the lighting stylized to camouflage some of the defects of low-budget makeup.

MAGLIOCHETTI: The original makeup artist was Arnold Gargiulo, who got fired within two or three weeks. He turned in costumes for the Muck Men characters that come out of the wine cellar which were literally a pair of coveralls splashed with latex and covered with fake broccoli. It was abominable.

16-year-old Gabe Bartalos (who went on to create the iconic makeup for Leprechaun) and Jennifer Aspinall (nominated for 10 Emmys for her work on SNL and MADtv, with one win in 2009) stepped up to the plate, creating a slew of memorable creatures.

IASILLO: I knew what the financier [Lee] was like. He was very crude, that British kind of crude. I remember him always making comments about some of the girls, “Oh, I want to fuck this one.”

FAULKNER: He was always coming up with ideas. One day he comes in and says, “I have great news: I can get a gorilla suit.” I’m like, “Okay. That’s wonderful, I hope you have a good time wearing it.” He goes, “No no no! For the movie!” I’m like, “For the movie? Where the hell is there a gorilla in the movie? We don’t need a gorilla.” He said, “Well, he can just pop up here and there!”

THE BLOWUP

After shooting was complete, the directors made the daily trudge from Westchester to post facility Ross-Gaffney Inc. in Manhattan, to increasingly diminished returns from their overseer, Michael Lee.

FAULKNER: We all had such hope. Some of the different video companies came to look at our rough assembly—Vestron, MGM/UA. They all loved the footage, were making offers right off the bat. We could have had twice the budget back before we finished the movie. Things started to look ugly when Al Magliochetti set up a studio to do some of the ghost effects, and the backer was getting antsy about it. We were in the process of editing, and the backer had no film knowledge at all. Somebody walks from A-to-B in a shot, and he says, “Well why don’t you cut out all the middle frames so it goes faster?” “Because it would be ‘boop’—a jump cut, and he’s across the room.”

FAREL: Our first rough assembly was two and a half hours, just everything we shot strung together, a lot of repetitions, very loose. Michael then decided to screen this for an executive at Golden Harvest, one of the big film companies in Hong Kong. It turned out to be Tom Gray, who I actually knew when I worked at United Artists. I was cringing! “He should not see this.” His ultimate response was, “Too slow-moving for my market,” and how can I blame him? Right after that, Michael said, “Well, all the money was wasted, wasn’t it?”

FAULKNER: He couldn’t understand that we had a rough cut, and it’s this long. “It’s called a rough cut. We have to go back and trim everything down.”

FAREL: He tortured us. He was on Tom and Brendan’s back deciding whether he liked every single cut, which delayed things, which he complained about.

FAULKNER: I blew up. There were other people editing down the hallway yelling, “Shut up!” I was like, “I can’t deal with this anymore, you don’t know what you’re talking about. You’ve gotta leave us alone and we’ll do this.” He said, “We don’t need you.” I said, “Good, I want to quit anyway.” Shortly after that, it was Tom who couldn’t take it.

FAREL: There was a big argument that Tom got into with Michael. Next thing I know, Tom walks out and says, “We’re off the movie.” I think Tom just finally snapped, ’cause Michael was driving him crazy.

MAGLIOCHETTI: At that point, Michael looked at me and screamed, “You pissed my money away! You’re sacked, you’re sacked, you’re sacked and you’re sacked!” and stomped out of the room. We burst into laughter. The film was 90 percent done at that point, so I figured, “I’m fired, they’ll get someone else to finish the animation, and that’ll be that.” To my amazement, it got even stupider.

FAREL: Our contracts, which we had no real choice but to sign, gave us literally no power in the situation. Once we wrote something, it was his property. From the moment he dismissed us, our lawyer said, “Look, the first thing Michael’s going to do is sue you guys, so you have to sue him first.” We served him with a notice, because he was leaving our company tens of thousands of dollars in debt.

FAULKNER: There was a lawsuit by us in terms of credits and all the money that was still owed. It was settled.

THE TAKEOVER

Credited under her birth name of “Eugenie,” Genie Joseph wrote, directed, and edited the new footage that transformed Twisted Souls into Spookies. While studying film and psychology at NYU, Joseph began her career both in front of and behind the scenes in the adult-film industry, where she eventually got her break on 1978’s softcore doc Acting Out, co-directed by Ralph Rosenblum (who won an Oscar for editing Annie Hall) and edited by Susan Morse (who took over from Rosenblum as Woody Allen’s editor from Manhattan through Celebrity).

GENIE JOSEPH: I started as an apprentice on that film. From Ralph and Susan I understood that the power of making a film was in the editing room. I was then an editor for Troma. [Laughs.] You either go to film school or you get Troma-tized. The pros and cons were, someone with relatively little experience like myself could get handed a movie, and they’d say, “Here, cut this.” Remember, there weren’t a lot of experiences for women and for filmmakers. We didn’t have video. These really were opportunities… or so we thought.

With his crew tossed to the wind and Twisted Souls 90 percent complete, Michael Lee need only walk down the hall of Ross-Gaffney to find a new partner in Genie Joseph.

JOSEPH: [Twisted Souls] was long, more than 90 minutes. Michael felt it wasn’t working, that’s why he called me in as an editor. I originally turned the job down, ’cause I didn’t want to try to make something work that would require catastrophic changes. It wasn’t just me, I had a couple other professionals look at the material and concur, “Yeah, this isn’t working.” We talked about using the 45 minutes I felt were worth keeping—various monsters, special effects, or active elements—and reducing things that seemed too talky, or didn’t move the plot forward.

MAGLIOCHETTI: The financier went looking for advice, and he wasn’t really the sharpest knife in the drawer, so he wound up talking to some porn people—some bad porn people—who convinced him that every piece of footage we shot was useless, and they should go in and shoot their own movie and make it better that way. He fell for it.

FAREL: Anyone who saw this who knew how to edit, and she supposedly was an editor—amongst other things—could look at this and say, “I see the intention here, and I can see where it needs to be tightened,” and that’s how you should have cut it.

JOSEPH: Of course it would have been a little better at 90 minutes than at two and a half hours, but that was not the problem. An editor like myself, or anybody, could have reduced it to 90 minutes, but once we started taking out things that weren’t working, there were only 45 minutes left. Their position is inaccurate.

FAREL: Absolutely a lie. It was perfectly releasable. Tom and I have always been of the opinion that it was a totally opportunistic situation. Probably any filmmaker would have said, “Yeah, I’ll take the job,” but she tore it apart to insert her scenes.

JOSEPH: I would like to think they could grow up and move on. It’s like 30 years later, you’re still mad at me? [Laughs.] That’s a long time to carry a grudge.

FAULKNER: I never met the woman, she might be the sweetest person if you meet her in reality, but I wouldn’t want to meet her in reality, because I’d lose my temper.

MAGLIOCHETTI: All I can tell you is somebody got a call—I don’t remember if it was Tom or Brendan—from another bunch of porn people, to the effect of, “For the love of God, don’t let them touch your film. They’re horrible.” This is porn people in the 1980s talking about another level of porn people. They were that bad.

JOSEPH: This film was the ladder up for some people, I won’t say who. While it may not be a great film, for me it was about helping someone who had invested a lot of money and was going to lose it all without having a releasable film. The end result was releasable, whether you like it or not—it was a film Sony picked up. I can understand that they hate me. [Laughs.] They’re angry. I’m sure they disagree with what I did, but that’s Hollywood!

Bob Chappell, a cameraman who had worked mainly in documentaries (including 1983’s cult graffiti/hip-hop docudrama Wild Style), was called in by Joseph to shoot new scenes she had written around 45 minutes of select footage from Twisted Souls—and taking into consideration that none of the original cast members would return.

BOB CHAPPELL: When I came onto the project, I understood there were some issues between Michael Lee and the original directors, crew, and cast. I got the impression he did not want me to coordinate with Ken Kelsch. I liked and respected Ken, who I knew from NYU, and felt awkward about the whole arrangement.

KELSCH: I knew Bob Chappell, the guy they put in my place to finish photography. The photography was, in my book… I never spoke to him again, let’s put it that way. He was sort of a friend. The grain structure was all over the place. They underexposed it, used a different stock.

CHAPPELL: Since we weren’t using the same cast, there was freedom to not adhere exactly to the style of existing footage, but not deviate totally from it. I remember referencing the Peter Bogdanovich film Targets. Bogdanovich was presented with the same problem of making a film around a film that used different actors. I had fun on the shoot. Got buried in a grave, made a handheld stretcher dolly for the zombie sequence. I enjoy the inventiveness low-budget filmmaking requires.

One of the most jarring scenes in Spookies features the original sequence of the Muck Men in the wine cellar with loud fart noises plastered over it.

FAULKNER: Tom Doran, the major architect of the Muck Men scene, was absolutely horrified when he heard the farting.

JOSEPH: That was something Michael forced me to do, our one knockdown, drag-out fight. I was adamant against it. The deal we had was we’d put the sounds in, go to the mix, and see how it sounded. I should never have agreed to that. The sound mixer burst out laughing, and Michael said, “See, everybody loves that.” Laughing in that scene ruins the fear element, but he was the boss, and he won.

FAREL: Great, that’s one thing I cannot hold against her. In almost every review of the movie, the farting is mentioned. Some people find it hilarious. I just find it absolutely annoying and lame.

JOSEPH: The thing the other crew needs to understand is that we’re all work-for-hire. The person with the paycheck gets to make these final decisions. For me, that was a horrifying decision. I wanted to quit on the spot, but I needed to see it through.

FAULKNER: The backer had a thing about bowel movements. He used to walk up to people and say, “Pull my finger,” and he would fart. At one time he wanted to call the movie Bowel Erupters.

JOSEPH: We knew we wanted to change the name Twisted Souls. He said, “Well Goonies worked, let’s call it Spookies!” I said, “You can’t call it Spookies in America, because that’s a derogatory term for African-Americans.”

All-in, Joseph estimates the entire Spookies enterprise cost half a million dollars. Contrary to the other crew, she speaks of Michael Lee with fondness.

JOSEPH: He’s a good guy with good heart trying to make a movie. It takes balls to do that. He probably would have done better if he’d had more experience going into it, but hey, he went into it. It’s not every day you have the opportunity to direct a feature film. I was young at the time, 29 years old, it was hard to be taken seriously. You can do that whole cry-in-the-soup thing about how hard it is to direct being a female. I got paid very little for my efforts as a writer, an editor, and a director. Really peanuts. I’m not saying that to complain, just that these are the things you do early in your career. You have to move forward.

Pictured: Frank Farel in Times Square

PHOTO CREDIT: FRANK FAREL

SPOOKIES IN THE WORLD

Spookies was given a theatrical release in the United States by Sony Video Software Company in January 1987. It grossed $17,785 in theaters. According to Frank Farel, it made somewhere between $2 and $3 million on video, and eventually became a mainstay of USA Network’s Up All Night.

IASILLO: When we finally went to the opening in New York… [Sighs.] I was very pleased with what I saw of Twisted Souls, but the farting Muck Men, the way the scenes were chopped up, the sorcerer, his bride, the cat with the club hand, Billy and the birthday party… My mouth was open!

CHAPPELL: I’m not a horror-film aficionado. I was generally happy with what I did, and think the two films blended together as much as could be expected.

FAREL: It would have had a slower but more elegant, classic horror-movie style. There was a lot of moving camera, extended tracking shots with ideas behind them. None of that stuff is intact. It’s all cut into individual shots, haphazardly at times.

MAGLIOCHETTI: I was shattered. Not just at my work. Tom and Brendan put a whole lot of love into this thing, Frank Farel as well. He killed himself to get things working. The actors jumped through all kinds of hoops to give their best, and it was reduced to this mockery. When the Muck Men started farting, I shrieked.

KELSCH: We’re in a business, and the business is often extremely sharky. After my son passed, I sort of backed off on everything. It really did serve nothing for me, period. The worst day of my life was on that set.

To paint the film’s cover art, Sony hired none other than underground comic-book legend Richard Corben (Heavy Metal).

RICHARD CORBEN: From watching the video, I got the impression that the movie wasn’t exactly tightly integrated. It was a parade of various monsters that menaced the lead characters. This was okay for me, as I had plenty to choose from to put in the art. It didn’t have any pretensions, and I didn’t either. I remember hiring a model for the figure with her clothes being torn. I bought a dress from Goodwill just for the purpose of being torn off the model. I took reference photographs at various stages of the tearing. It was great fun.

FAULKNER: That’s the one satisfying thing about the whole outcome: Corben did a great poster for it. Tom Doran still has a very sore spot when it comes to this movie. He doesn’t even really like to talk about it at all. Sometimes when we drift into a conversation about it, he quickly changes the subject.

FAREL: Tom feels raped. None of the scenes look the way they were intended to look. Some lower-level production guy at Roger Corman’s company told him he wasn’t even fit to direct insert shots.

JOSEPH: It was not my intention to hurt anybody. If I had a chance to speak with them, I would apologize for the pain and suffering that it caused them in their lives… It played on 42nd Street in New York. It made Variety’s Top 50 list for one week, which was thrilling. I have that page from Variety somewhere. Then the film went to Paris for the International Festival Of Science Fiction And Fantasy Film, where it won the Delirium Award. It was fun to go to Paris and have this film discussed seriously by film critics. They asked me questions like, “Were you influenced by this…?” Really old films, going back to Nosferatu, and I finally just had to say “Yes!” because I was not versed in the horror genre. I had seen a few, but I scare easily, so it wasn’t my genre. I was not in any sense an expert.

Pictured: The Jay Estate as seen in Spookies (left) and today (right)

JOHN JAY: ZOMBIE SLAYER

The trajectory of the John Jay Estate—where Jay, Benjamin Franklin, and John Adams celebrated after ending the Revolutionary War—oddly mirrors that of the film that was shot there. In the 1970s, a developer bought the property with the intent to build 32 condos over it. Suzanne Clary, president of the board of trustees at the Jay Heritage Center, explained how Spookies played a part in saving the house from oblivion.

SUZANNE CLARY: The woman who owned it left the doors and windows open. In the preservation field, that’s called “Demolition By Neglect,” because the building becomes unsafe.

FAULKNER: During the shoot, we had to clean it up, do electrical work and a bunch of stuff before we could really use it.

IASILLO: I remember the owner of the building saying, “I wanna burn this place down.” Why would you say that? What if the place did burn down? Don’t you think the first person they’re gonna suspect is you?

A battle between the developer and The Jay Coalition to make the site a historic landmark went on from 1979 to 1992 when Westchester County paid $11.5 million to save the house. Three thousand people visit each year, and during tours, Spookies is mentioned as a key reference for the restoration, including the front door.

CLARY: The original 1838 front door is in the movie a lot. It was missing for 30 years. In 2007, someone in the neighborhood said, “I’ve got the door,” and when they delivered it, somebody said, “How do you know it’s the door?” “Because we’ve seen it in the movie.”

TWISTED LEGACY

Mayhaw Hoons, formerly of Portland-based band The Shaky Hands, recently started a new group called Spookies, which put out a 7-inch on Bandcamp called “VCR EP.”

MAYHAW HOONS: Of the hundreds of bad VHS horror tapes on my shelf, that one, Spookies, popped out. Watching this thing, I had no idea what to expect. It had so many “What the hell is this?” moments. It’s kind of like memories of a fever dream, you know? That’s the best kind of horror movie… the best of the worst!

Not many movies from the 1980s are considered missing, but Spookies is one of them. All the main players involved in Twisted Souls/Spookies are interested in releasing a DVD of the film in the U.S., including Magliochetti, who still has the original ending in interpositive form. Though rights were owned by Sony, then Vestron, and then Lionsgate, no negative or print has been found, and it is unclear whether Michael Lee still holds any rights, as no one has been able to contact him.

* * *

According to both Genie Joseph and Frank Farel, Michael Lee divorced his wife Susan after his son Adam was killed in an automobile accident. Lee’s company VIPCO was embroiled in legal trouble during the U.K.’s “video nasties” scandal, and he left the film business entirely at some point. No one we talked to knows his current whereabouts, or could provide a photograph of him.

Genie Joseph directed one more feature on her own, Invasion Of The Mindbenders (1987). Since then, she earned an MFA in screenwriting and amassed a diverse CV in her home state of Hawaii: Co-producing the Nickelodeon show Beyond The Break, writing the novel Love Hawaii Time, serving as a radio talk-show host, newspaper columnist, adjunct professor at Chaminade University, creativity coach, relationship coach, licensed minister, and host of the public-access TV talk panel The Genie Show. She started a program called “Act Resilient,” designed to help soldiers and their families cope with PTSD via improvisational comedy.

Bob Chappell became the regular cinematographer for Academy Award-winning documentarian Errol Morris (The Thin Blue Line, The Fog Of War, The Unknown Known).

Ken Kelsch became Abel Ferrara’s regular cinematographer, shooting films like Bad Lieutenant, New Rose Hotel, and 4:44 Last Day On Earth, as well as non-Ferrara features like Big Night. He is currently making an eating-disorder documentary titled Personas.

Al Magliochetti is still a working visual-effects man, a veteran of major films from Waterworld to Ghost World. He came out to Hollywood in 1991 to work on Terminator 2, and never looked back.

Although waylaid by illness recently, Peter Iasillo has managed to carve out a steady living in theater and as a character actor in low-budget films or extra work in bigger projects. He aspires to be his generation’s Sid Haig.

Frank Farel went on to co-produce 1987’s hobo-melting classic Street Trash, where he had the honor of having his penis ripped off onscreen, and hiring 19-year-old Bryan Singer—later of X-Men fame—as a grip. “Bryan was one of my two best production assistants. Always really eager and bright-eyed and willing to do anything. Frequently awkward and nervous, but a really nice guy, I liked him.” Frank currently works for U.S.-based Pakistani broadcast television.

Brendan Faulkner went on to direct one more science fiction/horror feature called Killer Dead, which both Doran and Kelsch helped make. It was never fully completed, though it was released in Argentina as Non-Vegetarian Zombies From Outer Space. He got work doing budgeting breakdowns for various productions, and now he and his wife run a movie-memorabilia business in Connecticut.

Despite communicating with us frequently throughout the process of this article, Thomas Doran refused to go on record about Spookies. Since the debacle, he has ventured into storyboarding and prop work for various films, including some MacGyver TV movies. He’s also authored e-books, plays, and a few documentaries. A Facebook Spookies/Twisted Souls fan page Doran contributes to currently has 180 followers. He also created a Café Press store to sell “Deadicated Spookies Fan” shirts, magnets, or thongs. He recently embarked on shooting footage in Scotland for a new feature about famed 14th-century cannibal Christie Cleek.