Independent filmmaking is often an uphill battle, but for directors Carl Fry and Maxwell Nalevansky, the creation of Rats! was born from the ashes of an even bigger struggle. The duo had been deep in the trenches of a different project (one of notably higher profile) only for it to collapse after endless hours of effort.
Feeling defeated and frustrated, they made a bold decision: they were going to make a movie no matter what, even if it meant doing it themselves with a bare-bones budget. That relentless, DIY ethos fueled Rats!, a punk-infused crime comedy that captures the raw energy of both its setting and its filmmakers’ determination. Written and shot in under a whirlwind of a year, the film is a testament to sheer creative willpower, born from a moment of existential crisis and transformed into something wildly unique.
Check out our full review: 'Rats!' is a Hilariously Surreal Time Capsule of 2007 America
The result is a film that wears its influences proudly, particularly in its soundtrack, which plays a crucial role in shaping the movie’s chaotic and irreverent tone. Featuring songs from punk and post-hardcore staples like The Blood Brothers and Propagandhi, the film’s music is as much a character as its cast. That deep connection to music is no accident - both Fry and Nalevansky grew up immersed in punk and emo scenes, and their love for the genre seeps into every frame of Rats!.
With the help of producer and music supervisor Allison Moses, they managed to secure an impressive lineup of tracks, defying the common industry belief that licensing music for an indie budget film is an impossible task. But for these two filmmakers, impossibility was never an option. Their commitment to making Rats! by any means necessary is what gives the film its anarchic spirit, one that feels refreshingly unfiltered and unapologetically personal.
To celebrate the release of the film, we sat down with the filmmaking duo to discuss the making of Rats!, its litany of influences, and how the impressive and nostalgic soundtrack all managed to come together.
What were the initial sparks of inspiration for wanting to make Rats!?
Carl Fry: I remember Maxwell and I being in, like, a deep existential moment. We had been working on a different movie for eight consecutive months, and it all collapsed dramatically.
Maxwell Nalevansky: It was a much higher-budget film [than Rats!] with a lot of recognizable talent and musicians. Just a much bigger film, in the financial scope. We'd been working on it for a very long time through the depths of hell, which brought us to Alaska. And we were pretty much just beside ourselves and defeated, feeling like we'd been taken advantage of. We lost our one chance to make our first film. And then, we were kind of just like, “You know what? We're gonna make a movie, no matter what, I'll make this fucking movie for $20,000, we believe in the script,” you know? Let's just make this, because we're working outside of, not only the studio system, but any kind of independent production company at all as well, you know what I mean? We're just two guys–
Carl Fry: With no producer –
Maxwell Nalevansky: [laughter] Yeah, well, we had a producer. Allison Moses, incredible producer, but just in the beginning, you know? Yeah, it was different. So, you know, it was just Carl and I in a cafe, looking through all the jokes we had ever written. The first ten pages I had written were of that jail scene [in Rats!], which is based on an experience I had when I got arrested. Carl said, “This is fucking hilarious.” He took the next scene after that, just kind of jumping off with the tone that I had set there, and then he crushed it. It kind of happened really quickly. The script was done in maybe two and a half weeks, and then we were filming it in less than a year.
Who were some of your favorite bands of the time?
Maxwell Nalevansky: I would say that we, each of us — when I say each of us, I mean Carl, myself, and Allison, the producer and music supervisor, who was the reason why we were able to get all these songs in the first place — Most of the songs are, even though they're iconic, they were on indie labels, and they were a lot more, you know, willing to have these conversations with us. Like Matt at Epitaph [Matt McGreevey of Epitaph Records] and all these amazing people that really helped us out, and Justin Pearson at Three One G Records. But for me, I was a die-hard Blood Brothers fan. I love The Locust. We didn't get a song in, but we do have a T-shirt, you know. Carl loves Propagandhi.
Carl Fry: I think that was the big one, yeah, pulling in them. My influences are a little more adjacent to the punk realm. Some of the music that I'm looking back on, and a lot of it I do love, but sometimes we use it for comedic effect, because we can laugh at ourselves, and it feels like a part of me, you know? That kind of subverting it, turning into camp. Like the use of From First to Last in the film, it’s used for a huge laugh, you know –
Maxwell Nalevansky: — and it blows our minds. But we didn't go into this thinking like, we can actually do a music film at a micro-budget level. That's basically considered an utter impossibility. So finding out through Allison that, you know, emo hadn't been tapped and was, essentially, accessible, we were able to make it work. Which was insane.
Carl Fry: And we're definitely not, “Oh, we're the first ones that did it. Oh, that's never been done! We’re innovators and creators!” But I mean, the entire fabric of the film is the soundtrack. We're not going around being like, “Made the greatest movie of all time!” But we are being like, “Well, just show me the better soundtrack of the year.” The soundtrack is fucking nuts, you know?
Shout out I Set My Friends on Fire. First of all, coolest guy ever, rad. I did like them back in the day, but that idea went to Melina Perez, who was our costume designer in the film. She's true to this, not new to this, and she’s the one who suggested I Set My Friends on Fire. We went through, and I was like, “Oh my God, of course, this is the opening,” And then Allison made it happen. That was good, that just shows how small and independent this film is, that different departments are like, “Oh, that's so cool. How about this?”
You mentioned the jail scene was inspired by a real moment in your life. Are there any other stories from your upbringings that helped shape the DNA of this movie?
Maxwell Nalevansky: Well, I’d say everything besides murder was, allegedly, real. From the opening scene getting arrested for doing graffiti — that was in New York, it wasn't in Texas, you know what I mean, but I grew up in California and so did Carl before he moved to Texas. So that was real. The opening sequence with Jacob Wysocki, as we said, that entire jail scene was pulled from an experience. Of course, Jacob made it his own, and much funnier, but there was this person who was incessantly like, yapping at me for three days and just sweating. From tagging the bench while I'm in there with my fingernail, bored over like a six hour period, just scraping off the paint, to the horrible roommates, you know? The horrible tragedy that happened inside the house as well. To the pig actually being Carl’s pet pig, Larry, to the cop working at a pancake restaurant.
Carl Fry: The house we filmed in is the house I've been living in for 10 years, and for a big period, maybe, like five or six years…yeah, it was a trap house. Meth was being sold out of there. We had stabbings, shootings, kidnappings, worse, federal investigations, multiple drug raids, constant, you know, sort of violence and fear and intoxication. It's a very fun and bright period, but also there's a lot of darkness. It's kind of good to like, unpack it with the movie and just move on. There's a lot of ourselves in the characters too. I see myself in Mateo, for example, and in Raphael from different stages in life.
What specifically about that part of Texas do you feel helps create that atmosphere of the movie?
Maxwell Nalevansky: It's criminally suburban in that area. You have to find the soul, and there is a lot of charm there, you know? With the ‘Pf’ stuff in Pfresno, it’s obviously really based on Pflugerville. All the locations from, like, the Pflower Shop and all the places that we show with the ‘Pf,’ those are really places around Carl’s house that we just went and shot B-roll at.
Carl Fry: Yeah, the city gave a healthy dose of authenticity to the characters’ world. You should go to Pflugerville. Go to the spot, it's Tai Nguyen’s Comedy Club. It's in his house. Find Tai on Instagram and go to one of the Saturday shows. It's insanely fun. They're in the suburbs of Pflugerville, around our shooting locations. You're gonna have a great night.
Maxwell Nalevansky: You gotta go check out Tai Nguyen. He has a song called the Pflugerville Anthem. It’s so good. He's hilarious. He's got a crazy skullet. He’s a really funny guy.
Carl Fry: You'll recognize him from Rats!
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'Rats!' is now playing in select theaters and will be available on digital March 11th.
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