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Controlled Production Feeds “Fat Kid Rules The World”

When Matthew Lillard was reading the young adult novel “Fat Kid Rules the World” by K.L. Going for an audio book recording, he had a realization.  The book had a universal element that could touch a lot of lives, and he knew he had to capture that quality on film.


The tale follows Troy, an over-weight teen unable to relate to his militant father and overachieving brother.  Troy befriends Marcus, a self-destructive classmate who uses Troy.  Through the power of music, Troy eventually discovers his self-worth. Lillard obtained the rights to the story with the goal of directing the film himself.

“I knew this story would resonate with anyone who ever felt different,” said Lillard.  “I thought to myself, ‘I have to tell this story.’  It took nine years to find someone to take that leap of faith with me.”


Well known as an actor in movies ranging from “Scream,” “Scooby Doo” and 2011’s Oscar nominated “The Descendants,” Lillard had just two producing credits and no time behind the camera.  To aid his pitch, he put together a vision statement that outlined his approach to style, production and performance.  This proposal illustrated the need for a strong crew base, simplicity in camera package and set up, shooting for tone, and blending rehearsal and improv to evoke strong performances from the young actors.  After nine years the proposal made its way into Whitewater Films founder Rick Rosenthal’s hands.  Rosenthal saw the potential in Lillard’s vision statement but had to test the waters first.


“Whitewater has instituted a policy where you do a short first,” said Lillard.  “They want to see  if you can really direct, and if your personalities connect.  I directed a short called “”Fat Punk.’  They were pleased at the end of our fist day of shooting – we were ahead of schedule and everything was going really well.”


“Dirty Pretty Pictures”


Lillard feels there are three key assets that are essential to a healthy production.  With Whitewater on board the first asset was obtained.  The second asset was his editor, Michelle Witten, who set up a suite at Lillard’s house and put together footage as it rolled in.  He reviewed her completed assembly and the two worked together to finesse the final product.

“I didn’t want to be hanging over her shoulder.  I’d walk away and let her do her thing,” said Lillard.  “I’d come back to finesse those cuts together.”


The third and most pivotal asset was director of photography Noah Rosenthal, an AFI graduate with credits including “The Misadventures of Milo Weatherby” and “Conception.”  The two worked closely to define the look of Troy’s story.


“There is a great hero’s journey in that story,” said Rosenthal,   “What we had to do was find the visual opportunities that supported that journey.”


While Lillard initially envisioned a two-camera shoot, Rosenthal convinced him to go with one Arri Alexa, primarily due to its workflow efficiency.  Transcoding isn’t necessary so extra steps were eliminated.  The camera also has great latitude and provides nice highlights, perfect for the numerous practical locations and minimal lighting set-ups.  Lillard’s on-set mantra was “Dirty Pretty Pictures” and Rosenthal found the shooting conditions were perfect for high contrast and gritty images.   Rosenthal also recommended using a series of lenses to illustrate the emotional changes in Troy that would be visually interesting.


“Troy begins as an outsider, gains confidence, then loses it,” said Rosenthal.  “I wanted to begin with a 25mm lens, giving his close-ups a little distortion and a different feel.  Shots of everything else were done with 50 and 85 mm lenses.  When Troy gains confidence we shoot him with the 50 and 85 mm placing him in the same social dynamic as everyone else around him.”


Rosenthal also felt camera movement would aid in storytelling.  Troy is ruled by his father and hindered by his own weight, resulting in a static camera, while Marcus is full of energy and danger, warranting some  handheld camera usage.  Rosenthal carefully selected scenes to exploit the camera movement that wouldn’t become jarring to the viewer.


“There should be a reason for everything and you really have to explore that when prepping a film,” said Rosenthal.  “You don’t want this movement to be extreme, just different, something that supports the character’s emotional point of view.”


Rosenthal’s largest visual challenge came from a rooftop concert scene.  Working with gapher Jeremy Mackie, they used a map of the city and found locations where lighting could be set up to provide highlights during the shoot. The logistics of the scene were massive but strong communication and pre-planning resulted in its successful execution.


“What you don’t have in money you must make up in determination.”


Once “Fat Kid Rules the World” was completed, Lillard began submitting it to film festivals and was hopeful a distribution deal would result.  Although the movie was both well reviewed and received, earning the Audience Favorite Award at the 2012 South By SouthWest Film Festival, the distribution offers were marginal at best.  Determined to get the film out to the masses, Lillard decided to promote the movie by making it a sponsor of the Vans Warped Tour.   To raise the funds required to do this, he turned to Kickstarter.


Kickstarter, an internet resource that assists artists in raising funds for their creative projects, provided Lillard with 31 days to raise $150,000.  Reaching out to friends and associates through resources such as social networking, “Fat Kid” exceeded their goal by $8,000.  While on the road with the Vans Warped Tour, they reached audiences in 42 cities, promoting the “” website, which allows kids to request a screening of “Fat Kid Rules the World” in a local movie theater.  Within the website’s first month, 900 screenings took place.


“It’s an interesting thing.  Any kid anywhere in the US can request a set up to screen the movie,” said Lillard.  “It is changing the face of independent distribution.  I love it and I’m proud of it, and I’d do it again, but if a major distributor came along with an offer for what we made it for, we would have taken that.”


While Lillard continues to push this form of distribution for “Fat Kid Rules the World,” he looks forward to stepping into the role of director again.


“I believe all things happen for a reason,” said Lillard, “and I believe in loyalty.  99% of the people who worked on that film I would invite back.  I am really excited to go on to the next story!”


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