This interview has been slightly edited for clarity.

Hi everyone! My name is Stephanie Owens and I'm an editor, festival programmer, and supporter of documentary artists across disciplines. And today I get to be in conversation with Ben Proudfoot, who is a two time Academy award-winning documentary director and entrepreneur, and the creative force behind Breakwater Studios, which has not only been recognized by the Academy Awards, but also the Emmys, the Peabody Awards, Critics Choice Documentary Awards, the James Beard Awards, Sundance, Telluride, Tribeca, and a bunch of other great festivals. He's also a pasta aficionado, generous host, loving dog dad, and the strongest champion I know of short documentary. So, the backstory is that I met Ben in 2020 when I worked with him on editing The Queen of Basketball, which was his first Oscar win, and of course, The Last Repair Shop was his second. So thank you Video Consortium for this invitation to be in conversation, and welcome Ben.

Thank you, Steph. Excited to have this chat.

Me too.

And thanks for revealing my love of pasta.

I think people need to know a little bit more. People need to know about you.
So, I'm really excited to talk about short documentary as a form and what questions we should be asking about how to get it more recognized. But first, I think we should have a little early life montage, mostly because I don't think making a life around short documentary is the most obvious choice. I'm just so curious to learn more about where you get your moxie from. So to start, you're Canadian. You grew up in Halifax, Nova Scotia. Can you set the scene a little bit, maybe give me a couple of smells or sounds of your childhood?

Well, it's definitely the Atlantic Ocean. I mean, where I'm from in Halifax, everything is sort of based around the ocean. It has a big harbor, so you're smelling the salt air at all times. It's a very maritime place. Everything you do, everything you eat somehow touches the ocean. And I grew up in a great little neighborhood on Cherry Street in Halifax, and there were lots of kids on the street. It was clear that I was not going to be an athlete from an early age. There was that, well, just, I think I was maybe slightly younger than a lot of the other kids. And so I wasn't an asset to the street hockey team and it wasn't that interesting to me. I was more interested in movies and in music, and things like that. And so that's what I occupied most of my time with.

And magic, I was very interested in magic tricks as a kid, too. Which eventually led to me wanting to be a magician. But yeah, I mean my childhood was in a neighborhood with a lot of kids in it, and my mom, a sociology professor, and my dad was a lawyer and I have an older sister, Devin, and she was always the number one student. She was like the primo academic north star, which I could never even come close to. So I had to find other ways of standing out in the house. Yeah, that's a little bit about my childhood.

So you mentioned magician, but was that the first thing you wanted to be when you wanted to grow up? For me, it was an inventor. That was the first thing I remember I wanted to be.

I actually think one of my earliest sort of moments where I really was like, I want to do that, was my sister was in a ballet class and she was in the Nutcracker, one of the mice or something in the Nutcracker, and we went to see it at the big local theater, the Rebecca Cohen Theater. And it was a really impressive production. And the Nova Scotia Symphony Orchestra was in the pit, and at least in my memory, it was like 70 people or something. And the conductor, I was really interested in the conductor who seemed to be creating the music and leading this whole situation. I was enamored by that. I also remember in that particular ballet, they had this huge 40 foot puppet of Father Christmas that would appear on stage and come out and sort of loom over the whole stage, it was very impressive when it appeared.

And I remember seeing a behind the scenes photograph of the guy who operated this puppet who had to dress all in white so he could be hidden behind this thing. And I was very interested, I wanted to do that job. But I remember that I was like maybe three years old when my sister was doing that kind of stuff, and I just remember the spectacle and everybody dressed up and other people on our street would come. And the smells of perfume in the air on a Saturday night at the Rebecca Cohen is Christmas time. And the big show that was being put on, and I was really interested. I wanted to be part of that big spectacle.

Spectacle showman.

I like that.

It just seemed fun and it seemed so extraordinary and so interesting. And just how did it all come together, all these people who are working together to create this thing that was so delightful and unusual and that brought everybody's family together to watch this thing.

These are all the seeds...

I'm usually in your seat, "oh, and tell me about your mother?"

It's a nice reversal.

Yeah, it's a nice refreshing reversal. Yeah.

Now, so you went into magic. Did your parents support you doing that?

Yeah, I mean they did. I think it started to sour when it seemed as though I wanted to pursue it as a career. But interestingly enough, when I started doing that stuff pretty immediately, my mentor, the guy who I had hounded to teach me magic, a guy named Patrick Drake, who was a fantastic slighted hand, magician and teacher and great guy. He agreed to teach me how to perform, how to present the tricks, but he wouldn't teach me any secrets of magic. I had to go to the library and figure that stuff out myself. But he would help me present. And I was maybe, I don’t know, 14 when I really got into, and he was going to the Canadian Championship. It is a magic competition in Kitchener, Ontario, which is the middle of the country, you have to fly there, it’s a big deal. And he said, you should come, it would be a great experience for you to do this. And I remember I went to my mom and she said, well, my sister lives close to there, let's do this. It'll be a mother son trip and it'll be fun.

So I had just started doing magic and I had to come up with this 10 minute competition set. And so I had to figure this out and cobble together this 10 minute thing. And I went, and I won the competition for the junior group, largely because my act was totally original because it didn't have any classics of magic in it. It was not that well performed, I think there were other more technically and more seasoned people, but I had tricks in there that nobody had seen quite the same before. And I met somebody there named Jason Latimer, who was the World Champion of Magic at the time, and he said, you've got to come to Los Angeles and you have got to come to the Magic Castle Junior Group. And so that set my course to LA.

And of course my parents said, no way in hell are we paying for that. You've got to start your own business to make the money for that. And so I came back, I had this moniker of the Canadian Champion of Magic, so I would sort of promote myself as this young wunderkind magician who could show up at your holiday party and dazzle your guests with card tricks and coin tricks and whatever. And I could make a lot of money doing that. I could make 300 bucks or 500 bucks or a thousand dollars as a 15, 16-year-old kid. It was incredible, it was a great little business, and I would take all the money and put it towards flights to LA to pursue a career in magic.

And that's when I first started really enjoying the idea of being an entrepreneur and having my own business and dealing with all the elements of a business, from marketing to how do you build relationships you have repeat, I want to do the Christmas party every year or whatever. I enjoyed that. I thought it was fun. It was fun to be independent and free and be creative and come up with ideas and try them out and all that kind of stuff.

But then Vegas made you second guess whether or not you wanted to pursue magic, right? So then you decided to go to films.

Exactly. I really wanted to go to Vegas. I wanted to be David Copperfield. And I went to Las Vegas and I was just overwhelmed by the experience. It was so hot. It was liquor and smoke and gambling, and David Copperfield was kind of going through the motions. He didn't seem particularly inspired to be there. And I just was like, I don't think I can do this. And I had been making little films with my friends and I loved it, but I didn't see it as a career until I saw the video for USC film school and I realized all these movies that I love, Indiana Jones and ET and Star Wars and Forrest Gump, those are the movies I grew up watching, Back to the Future. They were made by Roger Zemeckis and George Lucas, and at that time Spielberg had become sort of a convert of USC, even though they rejected him.

And I could go to this school and learn how to make movies like them. Suddenly I realized all the stuff I love about magic, putting on a show and the creativity of coming up with original ideas, and all that kind of stuff could be combined with the stuff that I was really enjoying in musical theater in high school–because I was the musical theater kid–collaboration, having a big team, directing, music, et cetera, all that. All the art forms came together in filmmaking. And the epicenter was also Los Angeles where I had friends from my magic time. So that all coalesced for me. And I said, boom, that's what I want to do. I want to be a filmmaker. I want to be Steven Spielberg, I don't want to be David Copperfield anymore. I want to be Steven Spielberg now. And I set my sights on that and my parents were relieved, they were concerned that I would be some sort of magician struggling to make ends meet. And so the filmmaking path and the four year degree seemed reasonable in comparison to my original plan.

And so you're at USC in the media studies program, not the production program.

Rejected from that.

Rejected, but made your own way, didn't take no for an answer there.

Got to push, yeah, learned that.

And you make a narrative period piece, which is ambitious. And so I want to know how you went from a narrative period piece, thinking about Spielberg and Zemeckis to making your first short documentary.

At the time, I really wanted to be accepted by the film industry. My dream, which I think is a lot of filmmakers' dreams, was that I would do something, make some film, short film, whatever, and somebody would see it. Steven Spielberg would see it and would say, wow, this guy's got talent. Hey Ben, why don't you come and make movies with us on the Universal Lot? And yeah, I'd be an apprentice or whatever and work my way up. Because that's what it seemed like from reading history books kind of happened, right? You would sort of make your way and somebody established would notice you, and help you, and sort of bring you along. So I decided to make this big period piece. My grandfather left me $5,000 when he passed away, and I found three other students who were willing to put in money. We made this period piece called Dinner with Fred, about the story about my grandfather, and we did a couple festivals, but kind of the thing that I was hoping would happen, which was like the clouds parted and somebody reached down and said, congratulations, you're a movie director. It just didn't happen. Didn't happen.

A shorts licensing company licensed it for $7 a minute or some disgraceful pittance. And it was kind of like, well, I really enjoyed making the movie, but the outcome of it is this big disappointment. And that was kind of my mindset when I made my first short documentary. And I had made, importantly, I had co-directed a short documentary in high school with a filmmaker named Jonathan Kaiser, who we happened to go to the same high school in Halifax. And he later went to USC Film School, too. And that was my real first short documentary. But my first solo one was in school, in a class called 290, and it was called ink&paper, about a letterpress and a paper shop. Made it for class, put it on Vimeo. And unlike all of my endeavors of the past, a lot of people watched it. And I got a Vimeo Staff Pick and a hundred thousand people watched it. And suddenly my little USC inbox was full of 500 emails from people pouring their heart out about how much they appreciated me making this film. And then a whole bunch of people went down, celebrities went down to the shop and patronized them. And it was wonderful, it was more than a film, it was a moment and a movement that was empowered by the internet and by this community that was so exciting and felt like a success.

And there was no Hollywood, there was nobody between me and the audience, very little money involved. I mean, I just shot it myself. And there was this really friendly community — this is 2011 — on Vimeo of other filmmakers like me who were like, oh, what camera did you use to shoot that? And oh, I really liked the rack focus that you did here and the way you use music here is really great. And hey, how did you do this? And suddenly I was meeting all these people who were kind of cut from the same cloth of trying to bring craft to the short form, and in particular the short documentary. It blew my mind, and sort of forever changed the course of my life in that I found a community and I found a way to reach an audience that didn't include being part of the establishment, which it was clear I was not going to be because I couldn't get into the production program. I'm from Nova Scotia, I don't have any connections. My dad doesn't know somebody. I don't have recommendation letters from Oscar-winning directors. I'm not going to get tipped into the highest level. So I've got to find my own way.

And so I mean, this community emerged when you put the film online, but is that why you put it online? Because I feel like not a lot of students wouldn't necessarily think, let me just put my film online. No barriers. It's just out there. I feel like there's a lot of hesitation around that. So I'm wondering what convinced you that you should do that?

You want to know the truth?

Yes.

The truth is it was an error and it was against the rules. I uploaded it so I could send it to my family, my mom and dad and sister, and I uploaded it on Vimeo, which I thought was called "Vimayo" at the time. And I just didn't password protect it, I just didn't know how to do that. Or at the time, maybe on Vimeo, the default was no password and who's going to care about my film anyway? And then somebody who was searching up letterpress or whatever on Vimeo found it and blogged about it. And it literally went from zero to 80,000 in a couple days. I remember actually I was flying home, it was at Christmas time, I was flying home and I went to an Internet Café, that's how long ago it was, to check my email. And I went to Vimeo.com. And when I went to Vimeo.com, my movie was on the front page and I kind of had this double take of like, wait a second, this is an airport computer.

Why is my movie on the front page of the thing? And I realized this Staff Pick, what the hell is a Vimeo Staff Pick? And it had 70,000 views or something. And suddenly all these emails started coming in and I was just gobsmacked. And because it was the holidays the university was closed, so they didn't do anything about it. There was nobody there to police it and say, oh, you have to take that down immediately. So it was weeks later, and a real stroke of luck was USC'S publicity office opened a few days earlier than the film school, so USC proper posted my film. Hey, look at this film student's short documentary about Los Angeles. Isn't it wonderful? And by the time the school came around to realize this was totally against the rules, the ship had sailed and they weren't going to chase it down. Basically, I broke the rules as a student, you're not supposed to put your student films up. USC owns them, I think. So that's the story of how it got out. It was not prescient, it was just technical ineptitude that led to it. And also just not thinking anybody would be interested. Nobody had really taken that much interest in what I was doing at that point.

But then that opened up a new way of thinking.

This huge world! So then it became, okay, how do I get a Vimeo Staff Pick? And also it opened up a lot of doors, a lot of companies, Hollywood companies, who saw the short started to reach out to me and I'd have all these, what I later would understand was a general meeting. But what I thought was, this was the heavens parting for my career to begin. But it was a lot of general meetings. And many of those people that I met then have helped me enormously over the years, introduced me to people, encouraging me, hiring me. I mean, those first people that responded to ink&paper have become some of my closest colleagues here. Close to what, 13, 14 years later.

And then you've made dozens and dozens of films. And I'm curious about how you approached the storytellers in your film. So I read with The Last Repair Shop that you went to the shop and sort of pitched everyone who worked there and four people raised their hands.

It was not a welcome reception.

But what are you saying to people to convince them to share their story?

At least half of it is telling them who I am. I say, my name is Ben. I tell them I'm from Nova Scotia, in Canada. I make short documentaries. I am just so enamored by the work that you guys are doing in this shop. It's amazing. I don't think people know that you guys exist. I think the work that you're doing is so important and inspiring and it's the kind of thing that stitches together the fabric of Los Angeles. And I've lived here for 15 years and I didn't know this place exists. And it makes me so proud that Los Angeles has the last musical instrument repair shop for public schools in the country of this size. And we want to show people what you do here, because I find it incredibly inspiring and beautiful, and it's just perfect for the camera. I mean, it's like all these little golden pools of light and it's going to sing on film, and you can watch my movies and kind of see the style. I'm not an investigative journalist. I'm not going to go line by line in the budget. That's not who I am. I'm interested in the people and their stories.

And it was not going well. And at the end, like you said, four people raised their hands and it's the four crafts people in the film. And Kris and I always sort of shake our heads about that, like four fantastic, not just good, but fantastic storytellers and stories, the fact that there was one from each department and that they were all different stories, but had the same theme of music, repairing them. I mean powerful to see that reflected back to you in a coherent story with a beginning and middle and end.

Yeah, I mean, you've interviewed so many people. I mean, I wonder what are some moments from your interviews that stay with you? I'm sure there's many, but what are a couple, especially since I think you've made films about several people that have passed away.

Yeah. Well, it's horrible, and also darkly humorous, people say, don't interview me. So many people have since passed away after making the film. But I think also, if you're in the business of interviewing and finding people who have long been ignored, they're in the later part of their life. And so it's bound to happen. And I'm glad, I'm extremely glad that I went and did that before we lost them. There's so many memorable moments. I think for me, an interview becomes more than an interview, and becomes a documentary, is the moment when the person who's telling their life story actually realizes something for the first time. Right there, where they are digesting live that moment. It's not just that they're retelling the story as a talking head, they're actually dipping into a new experience of realizing that was very difficult, and I've never really sat with that.

Then it changes into a documentary, because then the camera is witnessing something that is happening now. It's not just a retelling of what happened before, it's happening now, that person is currently experiencing joy, grief, realization, catharsis, whatever. And so those are the moments that always stand out to me. And I feel lucky to be a part of that conversation because it transforms from talking head, to a documentary where something is actually happening live. It's happening now. They are realizing this right now on camera. It's happening now. And that's when magic begins to happen, I think.

Well, it's one thing to make films and it's another thing to make a whole company around making films, especially short documentaries. And so when did you come up with the idea to start Breakwater and who was the first person you told and what did they say?

So when I was in school, they were building the George Lucas building on campus, this huge new, I mean, it looks like a hotel in the south of France or something. It's this huge building and that just costs $350 million or something enormous. And I said, who is this George Lucas guy? And I knew he was a student and what did he do? And so I started reading a lot about Lucasfilm, his company, and that brought me back to American Zoetrope, which brought me back to the old studio system and the whole sort of trajectory of studios, independent companies like George Lucas's company, et cetera. And it became clear to me that if I wanted to sort of go my own way and do my own thing, I needed to start an independent company. And the George Lucas model was to own your own intellectual property. He invested his winnings into the next Star Wars, and the next thing, and built the company based on that.

And that made a lot of sense to me. And the other thing that I yearned for, and which I thought I was coming to participate in, because of all the behind the scenes short documentaries that I saw in DVDs, was the old version of the studio a lot where all the crafts were together on one campus or under one roof, music and cinematography and editing and production and screenwriters. They're all together having lunch in the same place and in this beautiful sort of commune of movie making. And I got here, that was not the case. It was like, okay, all those people are kicked out. You can come in one day at a time to shoot TV shows and we're going to lease all that space to outside production companies. And so I thought, I'm going to start a company in the model of what I thought I was going to find when I came here, that has the artists here under the same roof, and I am going to orient the company around creating the highest quality stuff, and I'm going to do whatever I can as the business owner to give the best and highest tools and technology to those people. And we're going to make inspiring movies.

At the time, I thought scripted narrative feature length films. And over the course of time it became clear that the short documentary was so much more than a stepping stone student art form, that there was an enormous audience. It was a much lower barrier of entry. It was a format that I could afford to greenlight on a small company's budget. And it was a way to tell stories in a high craft way where we didn't have to go raise $10 million to go make a movie, which still seems like an enormous task. And it became clear that that was something that we could do, which really created an actual business out of it. We started realizing that brands, companies that have marketing budgets to tell stories, and tell their own stories, were becoming less and less enchanted by television commercials, which weren't working on our generation. And they were interested in other ways of telling stories. And short documentary at the time, which seemed like a farfetched pitch, this is 8 or 9 years ago, was something that they were interested in engaging in. And that's what has been the backbone of Breakwater's business, which is collaborating with very large consumer or business to business and companies that are looking to tell stories that are either about themselves or that align with their values. And that's how we've built the company as a going concern, making short documentaries.

And so where do you see the field for short documentaries going? Where are we headed? Where can we go?

I think that in all corners of cinema, the short documentary is the single most exciting and interesting place that has the most opportunity of any corner of cinema. And I think one of the reasons is because there's no market there. Trust me, at this time, you can't make a short documentary and sell it for more than you made it for really. I think I've heard tell of maybe half a dozen times that that's happened. So because of that, the only reason you would be there is for the art of it. And so it's a very exciting thing. Unlike feature documentaries or television series, unscripted television, those are established businesses where people are producing at quantity. And so a short documentary, it can be a place where we create at quality. And what's super interesting about it is that there's an enormous audience that Hollywood is just ignoring, they're on YouTube where you have millions and millions and millions of hours, like five times as many hours as Netflix on YouTube, and short documentaries can appeal and meet those people.

And when I really boil it down as a filmmaker, it's like I want to tell stories. I want to use all the art forms at the highest level. I want to collaborate with the best people, and I want to tell a story to another human being through remittance of some technology. None of that tells me that it has to be via the entertainment industry, and none of it tells me that it has to be two hours long. And so if we can break free of the stigma and the conventional wisdom that only if you do a feature, a scripted feature film, are you a real filmmaker? Maybe we think about it as if you create a film that's super high caliber and craft that reaches a huge number of people, isn't that enough? Why does it have to be two hours long? What is that all about?

It seems arbitrary. We don't do that in music. We don't say, oh, your song's only three minutes long. Really? You need a seven minute long song going to do it as art? We don't say, oh, this Mona Lisa is way too small. You need a much larger painting to be a real painter. It's a silly measurement contest. And so I think there's a lot of things that just, like if you just apply common sense, there's so much more that can be done. And so my hope is that the short documentary can be the front door of cinema where creative storytellers from all over the world, regardless of financial backing, access to high powered relationships and New York and Los Angeles and London and wherever, can create work at the highest level that the world can appreciate, and it can disrupt the whole system and reorient who the storytellers of our generation are. Because I'm convinced that they're not all within driving distance of Silver Lake.

It often seems like it is, like I am. Right? I'm just convinced that these barriers of entry that we have built up to try to protect the film business are actually eroding the story of humanity because so few people have access to cinema. But I think if we can empower the short documentary, and we can use the internet to our advantage, that could fundamentally change the way human beings tell our story to each other and change the direction of flow in the river, which I think is extremely exciting, and is sort of on the precipice of something very significant that excites me. Being part of that excites me a lot.

Yeah. Well, I remember the last time we spoke on camera, one of the pieces of advice you gave students was to find what they don't like about the industry and change it. And so I'm wondering what are you working to change?

Yeah, I mean, I think the main thing that I'm looking to do is to find a way to change people's perceptions about the short documentary. I think the average person doesn't know what it is. Even still after all this time, I'll send a film to somebody and they'll say, loved it, can't wait to see the whole thing. And it's like, really? And so to me, that means that people just don't know what it is. It is like a product marketing problem. They just don't understand what an espresso is. Why are you giving me this little bit of coffee? I don't understand. I want a real cup of coffee. I don't want a tiny little slurp of this concentrated… I don't know what it is. We need to explain it to people, right? Here's what it is. Here's why we made it that way.

It's not, we can't afford to make a longer thing, or we wanted to, but we couldn't. We actually designed it for you to have this 20 minute experience. So it's telling the story of the short documentary that needs to happen. We need to do that. It needs to be clear to people, and it's happening. It's just a glacial pace. One, I think two is convincing the entertainment industry that short documentaries have power and value, monetary value beyond simply a vehicle to win the award in the short film category. Which is how a lot of distributors and streamers and studios think about it as, oh yeah, this is a really great film, let's run it and see if we can win an Oscar, win an award. And that's great. I've made partnerships where that has been the internal justification that has gotten the higher up to say, yeah, okay. It makes sense, but we can't just be an industry that creates films to win awards. I mean, that's just toxic, and that's not positive. It's not going to pay everybody's bills. We need to be an industry that entertains people, that informs people and inspires people broadly. So changing the entertainment industry's mindset and finding new sources of funding. I'm not afraid of brand money coming in. I'm not scared of that.

If you are taking an investment from any of the publicly traded streamers, there's no difference in fiduciary duty to some other consumer goods company. It's the same. You can convince yourself that it's different, but it's the exact same. We're all participating in this thing. It's a business, and I have my criticisms too, but we all got to eat. We have 20 people working here at Breakwater. We have to be successful as a company. People are having children. They’ve got to go to school. I don't see virtue in starving. We've got to figure out how to make it work.

So I think finding other sources of capital, finding partnerships where it's like, oh, I can make this film and it benefits you and therefore I can actually get it done. I'm really interested in that. And then I think as a member of the Academy, I was super excited about the short film branch breaking off into its own thing, and I transferred into it because I think it's a fantastic way for the next generation of filmmakers to engage in the Academy and start to take responsibility. And it's not an us and them thing, that actually we can be a part of shaping the next chapter of what cinema is, and what is the role of the movie theater in that, and what is the role of the internet and what is the role of all these things. I think that people that I see in the community, in the short film community should be a part of that conversation. So I'm hoping that I can help make that happen.

Yeah. Well, I mean, I think you are. I know we're almost out of time. Is there a question that I haven't asked that I should ask you about you or short documentaries?

No, I have survived. I've survived being interrogated, and I think you've made it very comfortable, an uncomfortable experience very comfortable. So I think you've done a great job, and thank you, Steph, for being curious and hopefully something I said was useful or interesting.

Very! Thank you for all of your time and just all of your sharing.

A hundred percent. See you at the next pasta making conference

Yes, please, always!

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