Who would have thought that Oscar-winning director Barry Levinson – better known for Rain Man, Diner and Wag the Dog – would team up with the producers of Paranormal Activity and Insidious to make a nerve-shredding tale of a small town plunged into absolute terror?

When two million fish washed ashore and more than a thousand blackbirds dropped from the sky, it foretold of an ecological disaster out of a Hitchcockian horror film. On July 4th, 2009, a deadly menace ravaged the quaint seaside town of Claridge, Maryland. But the harrowing story of what happened that Independence Day has never been told – until now.

Authorities thought they had buried the truth about the tragedy, which claimed over 700 human lives (and animals as well). It wasn't until three years later that a reporter emerged with footage revealing the cover-up and this unimaginable killer – a mysterious parasitic outbreak.

Told from the perspective of those who were there and saw what happened, The Bay unfolds over 24 hours though people's iPhones, Androids, 911 calls, web cams, and whatever else could be used to document the nightmare in Claridge. What of course separated this movie from other found-footage fright tales was its underlying political and social import. That is territory Levinson has explored in his more traditionally constructed features like Poliwood or Man of the Year.

So when the opportunity arose at the 2012 New York Comic Con to interview Levinson before he conducted Saturday's panel in front of a large audience in the IGN Theater, it was an essential thing to do. Though the film debuted at both the Toronto and New York Film Festivals, it actually belonged to this audience at NYCC. Only an audience raised on films like Night of the Living Dead and Godzilla, which mix horror with broader social concerns, could fully appreciate this provocative flick.

Did you make this film for its ecological and social implications or just because you wanted to scare the shit out of people?

I come from Baltimore and was approached to do a documentary about the Chesapeake Bay, because it’s now 40% dead and has those ecological issues. I gathered all the data and said, “This is really frightening!” I didn’t know if a documentary was the way to go. I began to think about it and said, “Well, I do tell stories. Why don’t I take all the information and weave it into this story? It would become more credible and the information floats out there, so it seems terrifying and credible.” That’s how it evolved.

Did you have a science guy to research these creatures?

Mike [Wallach], who wrote the screenplay, came upon the fact that these isopods – parasites that move between the Atlantic and Pacific Oceans – were changing. When we looked into it we went, “Holy god, it was truly frightening.” We thought this would be a nice element to bring into it, the next step. Once you start playing with it, The Bay becomes a stew of disaster, so you can bring that into it. You have 85% factual information. Though it doesn’t matter if you want to pay attention or not, it lends credibility to the piece.

You use consumer cameras for this film. Was that a good idea?

It was the best thing to do. We did a test by taking a high-end camera and degrading it [in post]. It still looked like a high-end camera that’s degraded. To my eye, it didn’t look real. We took about a hundred cameras and tested them, projecting them. Out of that we picked about 20 and said, “We’ll use these.” We got the Sony for underwater scenes, the iPhone for [other] scenes. We picked and chose, so we had a visual palette. That became as real as you could make it – because it is real.

What about the “uh-ohs” that came from experimenting with cameras?

The “uh-ohs.” For instance, if you take an iPhone and you give it to someone to shoot something. You have no video playback, so you can’t see it at the time. So you send the girl into the room and tell her how to do something. You can’t be in the room too because you’d be in the shot. Afterwards you come back and look at it and say “Oh that’s good. Next time do this and that.” Sometimes with some of the actors you go to look at it and there’s no playback, because they didn’t hit record. The other thing was that if you went with a RED Camera, there’s a difference between how you hold a RED and a consumer camera. You can’t do it the same way. It’s subtle. It didn’t look real enough. When you see someone exchange a camera from one person to the other by hand, you cannot do it with a bigger camera. So that’s what we went with. You have to hold your breath initially. Everybody was nervous about that idea, because you have to be very careful. You could lose all this information.

What were you looking for when you cast mostly unknowns?

I was looking for people that you can just believe as being as real as they can be. If you put Matt Damon in a role, then the whole movie goes out the window. He can be a great actor, but it tweaks the credibility. So we put together this group of people that we found. When you think about the film, it falls into this found footage genre. But it never occurred to me about this genre. If a catastrophic event happened in a town and there was no media, how would we know what happened? Because of all this, we now get an intimate look into a town. It’s people that we never would have been able to in the history of mankind. All this stuff gives an intimacy that never existed before. Pompeii is Pompeii, but what happened to two people on the street? What were they talking about? That’s what I was thinking about. It sounds stupid and naïve, but I wasn’t thinking about found footage, I was just thinking how would you document it? Anthropological or archeological, how do you gather what people are talking about?

Is this a look at how journalists tell a story like in Wag the Dog?

I wasn’t really thinking about that. What I was thinking about was if you had some intern who got most of the stuff incorrect, and was caught up emotionally in it…. I was fascinated by it because I used to work in news in the beginning. In news you have to look at it as a professional. Not get caught up in it. She gets caught up in the emotional aspects of it, because that’s where you are in the beginning. I was just looking for the human behavior of it all. The irony is that she stops filming and gets so scared she couldn’t film anymore. I liked the idea that she didn’t understand what was going on and couldn’t make that step. I was looking at the human dilemmas of it in that regard.

Was the narration a conscious idea to tie it all together?

It needed some connection. I’m a bad student of film, in terms of applying this to that and if I can do this to that, blah blah.... I don’t know how to utilize it. The one thing that hovered in my head, and we used music from it, was [Thornton Wilder's classic play] Our Town. In Our Town the stage manager says, “That’s a young so-and-so. He died in World War One.” Now we’re going to watch the whole show knowing he died in World War One. He’s in it. If you watch the movie, they’re playing Our Town. The narrator says “Let’s turn this off and listen to something more upbeat.” Then she narrates and says “That’s the so-and-so couple. They died at 2:20.” And you say “What?” That may be my only reference.

In the process of writing the script or filming it, did you know how much you would be ratcheting up the horror?

We did as we went along. We found a few things and said, “Is it possible to do this?” That’s the fun of shooting things fast and loose. An added thing, we had this terrific guy making puppetry. There’s a scene where she’s washing her face and I said “Wouldn’t be interesting if you had a guy lying there. You think he’s dead, but then you go over there and his eye moves a little and scares the shit out of her?” Let’s try that! So we had a guy there. We put a head on him, and the eye moved the slightest amount. Sometimes things work and sometimes they don’t.

I’m surprised you didn’t exploit the baby further. Was there temptation to do so?

No. I thought it was enough. Hopefully someone goes “get the baby out of there!”

Had you always intended to make this into a found footage film with a bunch of unknowns?

It was designed that way. As you said, it’s a collection of all these different stories and all these different cameras. Then something evolved out. The iPhone girl was originally supposed to say, “I don’t know what this is” and that’s it. When I sent her into the room I decided to give her some back story and said “just talk.” She talked and I probably kept 30 seconds of it. She was so great. Because she has a video camera I decided to send her to the hospital. That’s where she was going anyways. Now I got another camera, so she’s up at the hospital. We built up her role as we went on. One day I said to her, “I’d like to use you for another scene.” She said, “Well…” I said, “Are you not interested?” She said “I’d like to, but I’m going to need a note for school.” Found footage is certainly the label, but when you went past it, you had these strange moments that are completely outside of the box. No one had to be there to video her. She was there with her camera talking. It’s the intimacy. She doesn’t understand what’s going on, but she desperately wants to hold on to something.

Though it’s set in Baltimore area, This film was shot in South Carolina. What prevented you from shooting in the state?

Money. They didn’t have the tax incentives and South Carolina did. It turned out South Carolina was the perfect place. This town we shot in was so accessible that rather than getting in the car and driving to the location we could just walk from here to there. We were able to move around so fast that the logistics of it was incredibly simple. The policemen told us about this quarry that’s got this water. It’s pretty clear and you can see under it. We were wondering how we were going to shoot the underwater stuff and that quarry was fantastic and only five minutes away. We pulled up there and were able to jump into the water and do these things that we couldn’t do otherwise, because in the Chesapeake you can’t see that far.

There must have been a lot of planning with all these different cameras. How long did that process take?

It took a while, because like I said, we went through like a hundred cameras. We kept testing them, looking at them, comparing them. It was a whole thing. What do we do? What’s going to work? The Google Phone has a colder temperature. This has this. Also, finding out what the reliability is. Some cameras don’t hold up as well as others.

Were you shooting multiple cameras throughout the course of the day?

Sometimes in scenes like the pool party with the kids there are like seven cameras there. I just gave them to the kids and told them to do their thing. You see shots where it’s going underwater and coming up. It’s all bizarre stuff, but what you have to do as a director is have control, because you also have to cede a certain amount of control to see what’s going to happen. You don’t know what’s going to happen, so you don’t know what the hell some of that stuff is. You can’t examine every one of those cameras. You just have to hope you have something there because you can’t examine every shot. When I was shooting that pool party – and these were all extras in South Carolina and the kids were screaming – they were so good that I would just sit back and watch. It’s weird because you don’t have a camera and aren’t going “Good take!” You’re literally watching all this stuff going on and you’re hoping people you gave cameras to are catching what’s going on because we can’t cover it. We’d be in the way. You got cameras and see these performances. It’s as real as you can imagine it. Sometimes we’d slip in a photographer, but he would have to be equally as amateur as them, otherwise the camera will look better than others. You have to watch that. Sometimes there’ll be a finger on the lens and just mess things up.

Did you break any cameras?

Oh sure. We’d lose a few things and some cameras would jam or break. Sometimes they never shot.

Any fall in the water?

For the water we had these water-proof ones that would work. You have to be prepared that something is going to go wrong because you’re playing with the unknown. That wasn’t a special effect. We pulled a fish out of South Carolina and they got the sea lice on them, which is an early sign of isopods. That was for real. We didn’t have to CGI that. They’re out there. The one that comes out of the fish we had to CGI.

Was it hard using CGI with all these videos?

It was. In the beginning I said to the CGI guys that a lot of the time these movies don’t look real, so it’s okay. We can just accept it. But here it looks real. So if these CG things aren’t spot on, we’re dead. We had to go back and keep playing and playing to get it just so.

Did shooting in degraded video help hide the flaws in CG?

It did. It let us do some tweaking afterwards. We beat it up a little.

It fits the storytelling of Homicide. It’s your storytelling.

I never sit down and figure it out, but I’m sure it has it’s things to it. The interesting thing about this form is that you know it’s a movie. Inside it we create our own reality. You cannot screw with the reality if you want to knock it out. For instance, when the police go into the house, we can’t go in, because who’s videotaping this thing? All we can do is enhance the audio and hear the screams, but we can’t go in. It creates a certain anxiety and frustration. If we went in, we’d break the credibility.

The last shot with the logo is reminiscent of ‘70s B movies. Was that intentional?

What happened was Aaron [Yanes], my editor, and one of the other guys was screwing around on Final Cut and made something that was nice – cheesy but good. That’s where it came from. We never went to a title house. That’s one of the fun things about this radical shift that’s taking place. There’s so many things you can play with. We are looking at probably the greatest revolution in film right now. The classical forms will change. Distribution pattern will become completely re-arranged because you don’t have to carry cans all over the place. The internet is carrying all this information. You can see movies when and how you want to. Big screens, small screens. We’re looking a giant change since the beginning of film. It’s an interesting time to see how things change and where things go. Think about the past. People had story, but you can’t get that giant camera. Now you take one of these and you can tell it any way. Can you tell it better? Whatever, but it’s like pen and ink came along and someone says “I’m sticking with carving into a rock.”

Will this movie affect social change? It really has an emotional impact.

That’s great. That’s what I would hope. It’s one of the dilemmas of doing this kind of movie. Studios want a horror film, and how do you define it? Horror, sci-fi, thriller, whatever. It is what it is. You can’t set out to be so defined [by] a genre as a selling tool. Will it affect anything? I don’t know. You say Chesapeake Bay is 40% dead and you can fix it, but you don’t. There’s a million reasons why it’s not take care of. Someone said “Is this going to upset the recreation departments?” I don’t know, but at some point you either don’t say anything until it tips over and it’s all dead, or somebody says something and they start to improve it. The first obligation is that you have to get people to see it, to enjoy it, talk about it. Then go from there.

Did you keep one of those creatures – not the real ones but the fake used in the film?

Yeah. They gave me one, but my wife keeps hiding it. They’re absolutely frightening. The first time I showed the movie, I told my friends the isopods were real. We didn’t make it up. They said, “Oh shit.” I decided we had to push that in the movie a little more. That’s why we decided to put those isopods images in there and push it because initially. We can’t wrap our head around [the fact] that these tiny parasites are in the water. In the movie there’s a scene where he’s holding a tweezers and says, “This is sometimes called a Sea Lice.”

What’s next?

I’m in rehearsal for Diner: The Musical. Sheryl Crow wrote the music for [the show]. We hope to open in April on Broadway. That’s been going on for a long time.

What movies scare you?

The movie that scared me the most was the original The Thing. When they open the door and the hand came out. I remember as a kid going, “Woah!” That scared me to death. The other thing that I remember seeing on TV when I was little, which wasn't necessarily a scary scene but a very high-tension one, was in the original Frankenstein. When he came upon the little girl. Here’s a monster and a little kid and you'd think he’s going to kill her, but he’s playing with her. I thought that was so fascinating. [Then] you see this other moment where he ends up killing her. As a kid I thought that was really great, because it’s not just the shock moment. It’s like, "What’s going to happen?"

Email us        Let us know what you think.