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Episode 6: Ben Proudfoot

A monthly dive into nonfiction video's new frontier.

Nikita Mandhani

BBC News July 9th, 2022
Episode 6: Ben Proudfoot

My latest guest for In Sync is Ben Proudfoot, director of “The Queen of Basketball,” which won the 2022 Academy Award for Best Documentary Short. I’ve been a huge fan of Ben’s work over the past few years. His company, Breakwater Studios, is a pioneer in making character-led short documentaries; its short film series “Almost Famous runs on the New York Times's Op-Docs.

Nikita Mandhani: Hey, Ben! I’d love to know your story. How did you get into filmmaking?

Ben Proudfoot: I have a background in sleight-of-hand magic performance.

When I was 13 or 14 years old, I started getting into magic card tricks and coin tricks. In that world there's a competition circuit where you can compete to be the top magician. I was maybe two years or so into it when I heard about the Magic Castle Junior Program, which is what first brought me to Los Angeles. As I got older, my interest evolved from magic into movies. I got into a film program at the University of Southern California. It wasn’t the program I wanted to get into but it turned out to be the best program for me. I learned all about the history of cinema, watched a lot of old movies, and started making films outside of school. I made one narrative short film but other than that the only thing I could afford to do was make short documentaries. That's what got me into the short documentary game. After I graduated, I started a company called Breakwater Studios. That was 10 years ago.

Nikita: What drove you towards nonfiction?

Ben: Starting out, I was not interested in documentaries at all. I wanted to make big scripted movies like Steven Spielberg and Robert Zemeckis and Frank Capra and John Ford. As time went on, I came to realise that it took millions of dollars to make those types of movies, and that I would need to spend ten years pounding the pavement not making any movies, trying to convince people to give me money. That didn't sound like what I wanted to spend my time doing. In the short documentary world, I could have an idea for a film, make it and edit it myself, put it up on Vimeo and change the world. I didn't have to get anybody's permission. I didn't have to raise any money. I could just go do it. It sort of achieved almost everything that I wanted to do in a different format that was far less prestigious, but could have enormous impact.

A short documentary is the lowest barrier of entry of any form of cinema. So, as a 21-year-old graduating school, I could just go and make a film about something that interested me. That's what first drew me to the documentary world, but then of course I fell in love with the format and have been making short documentaries ever since. My feeling about the form has transformed from “this is a great student format that could be a stepping stone for me to be a feature director” to “this is probably the most exciting corner of cinema.

Short documentaries are an end in and of itself, and in many ways are more effective and more shareable and more impactful than a film that tries to take up an hour and a half or two hours of people's time.

In the short documentary world, I could have an idea for a film, make it and edit it myself, put it up on Vimeo and change the world.
—Ben Proudfoot

Nikita: I’m not always moved by feature-length films. But every time I watch one of your short docs, I am filled with so much emotion. It feels so real.

Ben: It’s real and it's potent. When you go to the Louvre Museum in Paris, they don’t say all the little paintings are here for free in the lobby, and then the medium sized paintings are on the second floor, and then if you pay extra you can see the big important paintings. No other art form has this strange delineation between short and long. For the movie business though, people who have invested 100 million dollars don't want to compete with a film that's almost as memorable and effective and costs the viewers nothing. That would kind of undermine their whole business model. So, for me, the short documentary format is the most exciting and revolutionary corner of cinema.

Nikita: Now let's talk about your series, “Almost Famous.” How did that idea come about and what was the first film in that series?

Ben: I went to a fish and chip restaurant in Los Angeles called H. Salt Esquire Fish and Chips. It just drew my curiosity because the inside of it had clearly been decorated in the 1960s or 1970s and nothing had changed. As I got into the story more, I realised that the story of this restaurant was the story of a man named Haddon Salt, who had this glorious fish and chip recipe. He had immigrated to the United States from England and had struck success in the 1960s with his fish and chip chain. Then he sold the whole thing to Kentucky Fried Chicken. They had tapped him to be the next Colonel Sanders but with fish instead of chicken.

Then, they changed the recipe and the whole thing collapsed. This huge food chain basically disintegrated and only a few remained in Southern California that were independently owned. I wanted to tell that story for a number of reasons. One, because I’m somebody who came to the United States building a business and it just seemed like an interesting story to me. But also, because I thought it had great irony, especially when I found out that Haddon had had a very successful life, a beautiful home, and a swimming pool. The real question then was - what’s success? Financial security or keeping his father's recipe intact? I love that so I made a film about him. If things had gone a little differently this guy would be Colonel Sanders and everyone would know his name.

I played it at the Big Sky Documentary Film Festival in Montana, and The New York Times Op-Docs team saw it and invited it to be an Op-Doc. I was thrilled. I started talking to their team about finding more of these stories. I pitched the idea of a series about people for whom if history had gone slightly differently, they would be household names. That spawned into an anthology of eight films of which “The Queen of Basketball” is one.

Nikita: Now, let’s talk about the Queen of Basketball. How did you come across Lucy’s story?

Ben: When I encounter a story that I feel is magnificent and nobody knows it,usually it stands a really, really good chance at drawing my attention and our company's resources into making it. We're actively researching and looking for those stories all the time. Lucy’s story came up in that process. A colleague of mine, Haley Watson, who's also a director and cinematographer, tipped me off to this idea and said look up Lucy Harris, and I did. I saw this incredible list of superlative achievements. I know nothing about basketball and I just thought she seemed like an American hero. She was the first and only woman officially drafted into the NBA. She scored the first basket in the women's Olympics. She was the first woman of colour inducted into the hall of fame. The list goes on and on. I noticed that her name was often misspelt. I wondered why such an eminent person didn’t have a well-documented, curated, studied life. She was still alive, and it was easy to get a hold of her. She was a lovely person and she was thrilled to talk about her story.

When I first heard about her and I read her Wikipedia page, I said, “Oh let's watch the documentary on her,” and then I found it didn’t exist. Nobody had made it. And that's usually the moment when I say – “Okay, I’m going to make it.

Nikita: What's your process? I’d love to understand how this film was made from that idea to publication.

Ben: The first thing you need to do is get in touch with the right person, which in this case was Ms. Harris. She was very open to the idea, and invited us to come to Mississippi. We sat down and over 11 hours, she told me the whole story of her life. From that moment on, I became her advocate and ally. I wanted to help share her story with the broadest possible audience.

Another big moment in the production was finding this archival trove of film,photographs and tapes that had been hiding away in the back corner of the Delta State University archives for 45 years – undigitized, uncatalogued, unsearchable. When we first found that, the film flickered to life, because everything that she had been explaining and telling us was there in vivid detail on 16-millimetre pristine film negatives. So, we scanned it all. Where a documentary film really comes together is in the edit room. I edited the film with Stephanie Owens and our producers. We just went at it and did our best to take 11 hours of Lucy’s life story into a compact, cogent 22-minute film.

Nikita: Most “Almost Famous” videos have such incredible archival footage, which is also one of my favourite bits about these films. Was the archival element always going to be part of all of these films? How did you develop that specific style of editing archives?

Ben: They're all separate films really, and I think what you're seeing is just my style as a director evolving.. What's interesting is if you're telling a story in 1915, you're probably not going to have any motion picture footage to support the story and then, as time marches on, the most high quality footage that you're going to have is from the ‘40s, ‘50s, ‘60s, early ‘70s. That's when people shot film at home. They would shoot basketball games on film and for someone who's making a film about the past, that's really sort of a golden era for us. So, this period of history is particularly good because it gives us a couple of decades to tell stories that translate to our 4K televisions and HDR iPhone screens but are still significantly in the past. I think a lot of these “Almost Famous” stories land in that world of things because it's distant enough that it feels like ancient history. But you still have these incredible images that can bring the reality of 1965 or 1975 into crisp detail for the audience.

Nikita: I feel like finding strong characters is such an important part of documentary filmmaking. Can you talk a little bit about that and also about making people comfortable on camera so they can open up and share their life stories?

Ben: I think people can tell if you are on their team. That's the spirit with which I approach filmmaking. I try to put myself in their position and use whatever I know about filmmaking to help them tell their story as an ally, as an advocate. There's a lot of things I can't bring to the table, but telling a story in 20 minutes — I do know a lot about that.

They have a masterpiece. They have their life story. I know how to frame it and I think when you come at it with that spirit of collaboration, it becomes easy and people are much more willing to tell you the story. They're much more enthusiastic about telling their story to someone who enthusiastically wants to know and is really enjoying hearing the story. I had the great pleasure of being able to sit down and talk to someone like Lucy Harris for 11 hours and hear every detail, the whole story, all the ins and outs, all the ups and downs. That's a huge honour that's part of what makes my job so wonderful. And walking out of that interview, I have this great responsibility of trying to translate the spirit of that into the film.

In the case of the films I’ve made for the “Almost Famous” anthology, we're trying to close the gap in history. We're trying to say these people are significant, but nobody knows their name. Lucy knew that she was way more significant than what she was given credit for. That makes people comfortable. I also think that if you have somebody who has a great story who's very reserved and not a classically outgoing storyteller - that's interesting. Lucy was incredibly charming but she wasn't an outgoing gesticulating person who was going to go on stage and command people in sort of a traditional sense of a great storyteller. But when you sit with her and you see all the subtleties of her expression, it's so much more effective and charming than somebody who's raising their eyebrows, throwing their arms around.

As documentary filmmakers, we've been tricked into thinking only certain people are “good on camera” and I think part of it is the literal composition of our frames. We're used to a certain kind of framing, which can be a bit distant. Normally, you would see a person's knees in the frame. I guess because these things are being framed for a big movie theatre and I’m framing for people's phones because that's where people are watching my films.

When you change the frame, you evoke an entirely different universe, which is a very personal, expressive, emotional universe that's far less distant and intellectual and requires just a little squinting of one eye or the curl of a smile that fills up the screen. Someone like Lucy may not come across as well in a wide shot because she's doing so much with her expressions.

As documentary filmmakers, we've been tricked into thinking only certain people are “good on camera” and I think part of it is the literal composition of our frames.
—Ben Proudfoot

Nikita: I love close-ups and every time I work with people, I keep repeating, “Film more closeups!” You said Lucy’s interview went on for 11 hours. Are these interviews usually done in one sitting?

Ben: A minority of interviews actually go that long. There was just so much to Lucy's story that it took two days. Usually there's many that have lasted between six and eight hours and are accomplished in one day and then there's five or six that have spilled over into two days.

Nikita: Do you have a certain audience and platform in mind when making these films?

Ben: I was a magician. My orientation is towards the audience. I’m obsessed with the audience. I love YouTube because that's where the audience is. I think I could probably make a lot more money if my orientation was towards people that buy things. Prestigious and fancy platforms are only as interesting as their audiences to me. I think in terms of hours watched per day, YouTube outpaces Netflix by five times. It’s not even close. People go to YouTube to laugh and be entertained, but they also go to YouTube to learn new things and be inspired, and short documentaries fall into that category.

These are kind of cup-of-coffee fare rather than glass-of-wine fare. I think a lot of the streamers, where all the money is, fall into the glass-of-wine category. You come home after a long day of work, you have a glass of wine, you turn on a TV show or a movie, and you relax and escape your day. Short documentaries are more of -- you wake up in the morning, you're hot to trot, you're ready to go, you have a cup of coffee, and you learn about this amazing story that you never knew before. You see someone who persevered and accomplished amazing things, and that inspires you and your day. It's totally different.

Nikita: Generally, how long does it take to make a short doc? I know it can vary so much but is there a certain time frame that you are thinking about before you start? How many people are involved in this process?

Ben: It’s like asking how long a piece of string is. It can take a lot of different lengths of time.

One of the things that makes making a film much longer is when you hit a roadblock of some sort. There was a point with “The Queen of Basketball” where it just sat there for a number of months because I was frustrated about the score and I couldn't figure out what music to use.

Production is a really tiny part of our films. It’s a week. Pre-production is usually a week or two weeks. And then the really long part is picture editorial. It takes two or three months. On average, we take about 30 editing days per film. Sometimes, it's 45. Sometimes, it's 60. And then, once you achieve picture lock, you know more or less it's one or two months from there for colour, sound and music. Then generally you're submitting to festivals and waiting and the film is sitting there for a number of months before it goes somewhere.

Nikita: How has the “Almost Famous” series changed over the years?

Ben: The “Almost Famous” thing is really just an organising idea of a type of story that I’m really interested in. It’s like, “Ben’s obsessed with these kinds of stories, they're all kind of similar, so we’ll put them in this bucket.” But they're all individual films and you can see that in the work.

One thing that had to evolve was how and what we do during the pandemic. So, Jocelyn Bell Burnell’s interview for the film “The Silent Pulse of the Universe” was conducted remotely. Then, Jason Berry’s story of being the first reporter to blow the whistle on the church was another interview that was conducted remotely.

Thank God these were stories that were largely told visually through archival research and usage, so that was lucky, because there was a period of time during the pandemic where shooting complex visual sequences with a Steadicam was just off the table.

Nikita: What's the most challenging thing about making short documentaries?

Ben: The hardest thing about documentary filmmaking is editing -taking all this raw material and turning it into a really compelling story with peaks and valleys. It’s really an editor's medium. It's also hard to find these folks, whose stories we’re telling, because their very nature is that nobody knows about them. So, it's kind of needle-in-a-haystack research that's tough but it's also fun.

Nikita: If you had to pick a couple of your favourite films that you’ve made, which ones would those be?

Ben: I really love “The Queen of Basketball.” I think that's a very special one, especially because Lucy passed away. I think that film is a capsule of her for me and I really loved working on that film. I love showing people her story. Also, there's a film I made years ago in Nova Scotia called “Rust” that not many people have seen. That is a beautiful film. And then, “The Ox,” which is one of the first short documentary films I made about Eric Hollenbeck, who's a woodworker and craftsman in Northern California. Those are a few that stand out but, honestly, all of them hold very dear spaces in my heart.

Nikita: What’s one film made by another filmmaker that you think people reading this interview should watch?

Ben: Black History Untold by Sofiya Ballin.

Nikita: If you had to give one piece of advice to people making nonfiction short docs, what would it be?

Ben: Make films for an audience that you care about. Don't make it for Netflix, don't make it for The Walt Disney Company, don't make it to make money. In the short documentary film industry, you're not going to make any money. Make it for an audience and make it for the person who's on the other side of the camera -- your storyteller.

Imagine the moment when they watch the film. How will they see themselves? Will they be proud? Will they be pleased with how they're presented? If you make a film as a gift to the person who trusted you with their story, and you have a larger audience in mind, there's a magic formula there. I think that will make the film successful.

In Sync is a monthly VC interview series on innovation in documentary filmmaking from Nikita Mandhani and Jesse Ryan (editor). Please write to us at with your suggestions about who we should interview next or how we can make this space more useful (or to say hello)!

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