Top 7 Behind the Scenes Docs

1. Magnolia: Magnolia Diaries

As you’ll see in several other docs on this list, I like it when the camera sits back and watches the director in their element. I’m not interested in talking heads (despite what the above clip suggests)… I want to see the director, actors, and crew in action. No doc does this better than “Magnolia Diaries,” an in-depth look at the making of one of my favorite movies. There are several stand-out moments, but my favorites show Paul Thomas Anderson as a fragile, creative being. Here is the Filmmaking King of our generation! And he’s terrified of the critical reception of his film. It’s a great reminder that geniuses are human too.

-Jason Robards plays a dying man less than a year before his actual death. His interviews are bitter-sweet.

-Fiona Apple (Anderson’s girlfriend at the time) dances around the editing bay (also their home?) pretending to be Magnolia. Anderson yells at her, telling her she’s too long and nobody will care about the last shot of the movie. “Why can’t you be like Boogie Nights?”

-One word: frogs.

2. Apocalypse Now: Hearts of Darkness

Some argue that “Hearts of Darkness: A Filmmakers Apocalypse” is better than Apocalypse Now. I disagree, but the feature-length film is still a phenomenal look into the mind of a brilliant and troubled director.

-Fat Marlon Brando nearly ruins the film, then saves it.

-Sophia Coppola (future director of The Virgin Suicides and Lost in Translation) makes an appearance as a little girl.

-Coppola’s wife is the woman behind the camera. In addition to fantastic footage, she manages to snag some audio of her husband’s near-suicidal meltdown.

-A 14-year-old Laurence Fishburne talk about how much fun Vietnam probably was.

-Dennis Hopper acts like Dennis Hopper.

3. Fanny and Alexander: The Making of Fanny and Alexander

This documentary, combined with the other special features in the Criterion Collection set of this film, serve as a perfectly acceptable substitute for film school. The doc may be boring to some, but I could watch Ingmar Bergman stage actors all day.

-Bergman and DP Sven Nykvist get into a tiff over the framing of a shot.

-Bergman commands a quiet, focused set like no one else.

4. The Dark Crystal: The World of The Dark Crystal

This film was a tremendous source of creative inspiration when I was a kid. I first saw the documentary in college, and it blew my mind. Whether you’re a kid or an adult—if you have any interest in the filmmaking process or the depths of imagination—buy this DVD. We’ll never see this type of filmmaking again.

-A rocky desert landscape is meticulously painted on glass; a breathtaking look at the lost art of matte painting.

-Brian Froud sketches his infamous creatures while telling about his inspiration.

-Heartwarming interviews with Frank Oz and the late Jim Henson.

5. The Shining: The Making of The Shining

Yes, Stanley Kubrick is the ultimate cliché as the favorite director of the world’s film students. Oh well. He’s a god. In this short making-of doc, we get to watch him abuse Shelly Duval until she gets the scene right. He’s not crabby… he’s just a perfectionist.

-Danny Lloyd tells the interviewer that he initially thought he’d get paid “two dollars or so” for working on the film… now thinks it’s somewhere around five or six hundred.

-Kubrick frames his infamous low-angle shot of crazy-person face.

-Filming in snow looks like hell.

6. Zodiac: Zodiac Deciphered

Great movie, better doc. Watch as David Fincher rivals Kubrick for the “most takes for trivial shot” award. The real joy of this feature-length doc is the insight we get into the Zodiac killer, as well as the mindset of a man who knows the story inside and out.

-Jake Gyllenhaal picks up a book and sets it down at least thirty times. This shouldn’t be funny, but it is.

7. Children of Men: Creating the Baby

This isn’t technically a making-of doc. At less than three minutes, the clip below is the full video. However, I like to show this scene to people who ask about CGI. Not only does it show the boundless magic of cinema, but it shows the amount of work that goes into a single special effects shot.


Did I forget any quintessential behind-the-scenes documentaries?

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  1. Andy Lee

    Thank you for making this great list. I was unaware of all except Hearts of Darkness. Here are a few more that came to mind:

    Dangerous Days – a 3-hour documentary on the making of Blade Runner. Covers everything from the script revisions to storyboarding, casting and production. Shows the fully costumed and staged casting footage with alternate actor choices. Shows how meticulous the set production details were and all the logistical problems from filming scenes perpetually covered in smoke and rain. It’s included on its on disc in various Blade Runner DVD/bluray collections. Here’s a clip to give an idea:

    There’s also another making of on Blade Runner that’s apparently fully uploaded on Youtube called “On the Edge of Blade Runner,” which I haven’t seen yet:

    Lost in La Mancha – a documentary that chronicles Terry Gilliam’s (Brazil, 12 Monkeys) ill-fated production of Don Quixote starring Johnny Depp. Watch as bad weather, floods, airplane noise and other hijinks cause a hair-pulling production. The entire movie is available on Youtube:

    American Movie – an endlessly quotable and entertaining documentary about a man’s dream and process in making an independent movie. Despite being unemployed, highly in debt and borderline alcoholic, Mark Borchadt aspires to make more of his life and attain his dream of making movies. Although this movie doesn’t show much in the way of technical how-to for film making, it is painfully poignant and inspiring. It currently has a 94% score on rottentomatoes and I highly recommend it for anyone endeavoring in a creative medium, whether or not it’s filmmaking. Trailer can be seen here:

    Fear of God, The Making of Exorcist – Shows the behind the scenes for what I consider to be the scariest and most realistic horror movie. The set was refrigerated to blisteringly cold temperatures and shows many of the practical effects and makeup work that went into the film. It also gives an idea of the challenges they had with a young child playing such a controversial role. Most of the movie is available on Youtube:

  2. jakevanderark

    This is a FANTASTIC list, and thank you so much for taking the time to include the videos! I considered Dangerous Days and Lost In La Mancha, but I wanted to use clips that I really influenced or inspired me in my work. Both awesome, but the other seven were stronger in my memory. However… if I would have remembered “The Fear of God,” I would have included it! This is a CRAZY doc, and I can’t believe I left it off my list!

    Thanks again for the comment!

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