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Downriver's story is one of teamwork and tenacity; and the inevitability of people and policies at the film agencies greatly influencing what independent films are made in Australia.


Writer/director Grant Scicluna’s feature Downriver will be in Australian cinemas from March 17, 2016. The world premiere took place in August at the 2015 Melbourne International Film Festival and the international premiere in September at the Toronto International Film Festival. In November sales agent LevelK sold North American rights to Breaking Glass Pictures, which is planning a theatrical release.

Downriver’s focus is on 18-year-old James who breaks the rules of his parole by going back to the place where he drowned a child when he was a child. Producer Jannine Barnes always knew the material was too edgy to be a commercial proposition, especially with first-timers at the helm, and she targeted government financing sources during her 10-year journey through development and production. But if she hadn’t cut $1 million one night, leaving $1.5 million, Downriver would probably not have been made.

Title Downriver
Genre Drama
Financed by: Producer Offset, Screen Australia, Film Victoria, the MIFF Premiere Fund, DDP Studios, the production company
Distributor Rialto Distribution
Sales Agent LevelK
Synopsis James has served time for drowning a little boy when he was a child and meets with the victim’s mother just before his release. With little time and danger at every turn, James risks his freedom and his life to uncover the trail of sins that might give her closure.


Downriver producer Jannine Barnes meets writer/director Grant Scicluna in 2004 at a Film Victoria speed dating event. Both attend as producers. Afterwards, over a drink, Barnes decides she liked Scicluna’s projects more than those she has just been pitched. One of them was Downriver (then titled Scratch the Surface), written by Scicluna while he was studying screenwriting at RMIT University and sparked by the real-life murder of a neighbour. It had received one tranche of money from Film Victoria under an initiative for new feature writers.

Barnes and Scicluna go on to make six shorts together: Almost Ready, 2006, financed by Open Channel’s Raw Nerve initiative for emerging filmmakers; Fast Lane, 2007, the Australian Film Commission (AFC), now part of Screen Australia; Neon Skin, 2009, self-financed with left over stock from a feature; Golden Girl, 2011, Film Victoria; The Wilding, 2012, Screen Australia’s Springboard Program; and Hurt’s Rescue, 2014, filmed in Cardiff and substantially paid for by The Wilding winning the Iris Prize.

<h6>Jannine Barnes</h6><p>Producer</p>
Jannine Barnes


“Nobody knew us and, strategically, I felt we needed to make a body of shorts to demonstrate the themes of Downriver,” says Barnes. “We made films about teenagers to show that Grant could work with young actors. We proved we could manage budgets, deliver what we promised and make good films. I always tried to take the perspective of assessors: ‘What questions would I ask?’ And I’d have those answers ready. Grant was absolutely my partner in this greater strategy.”

The AFC funds the third draft of Downriver in 2006. Soon after, the eligibility criteria for feature investment changes and Barnes, as a first-time producer, can no longer apply for finance without a more experienced producer involved. Over the next three years she joins forces with another producer, Scicluna steps aside to make way for a more experienced director – while he is on an AFC-funded internship on Mao’s Last Dancer in China – and the budget is set at $4.5 million. Barnes describes the next draft, funded by Film Victoria, as the worst to date because no-one on the now bigger creative team is in agreement on what the film is. It languishes.

Springboard was a turning point

By 2010 when Screen Australia calls for applications for its Springboard Program for short filmmakers wanting to step up to features, Barnes and Scicluna are back in charge. They are one of six teams chosen, then one of three to receive production money to make the short film The Wilding, which has Downriver lead Reef Ireland in a lead role. It premieres at the 2012 Berlin International Film Festival and attracts several accolades including audience and jury awards at the Melbourne Queer Film Festival and the Iris Prize, which carries £30,000 in cash to be used to make a short film in the UK.

“You’re chosen for Springboard on the basis of your feature script but are funded to make a short that’s thematically and tonally linked. Weaknesses in the feature were illuminated during the process of drafting the script for the short. Also, being accepted into Springboard made me exempt from the new rules about first-time producers so I could get another draft of Downriver funded. We took this fifth draft to the market repackaged under the name Downriver.”

Barnes knows the material is too edgy to attract significant private investment and that it is possible to get up to 65% of the budget directly from Screen Australia and indirectly – and in retrospect – from the Producer Offset (PO), a tax rebate that allows Australian producers to claim up to 40% of the budget upon completion of an Australian film.

“To apply to Screen Australia (for film production investment) you must have a local distributor and an international sales agent.  Securing a local distributor was incredibly difficult; over the years we would have gone to everyone. We had great meetings. We’d say ‘here’s the project, the team, it’s not commercial but it will go to festivals, you’ll have laurels for the poster, it will be a prestige film on your slate’. There was no point pretending it was going to make squillions of dollars. We were asking them to invest in us as a team. We were often told that no-one would want to see the film but my internal voice would say ‘I want to see it’. The film is the kind of cinema I find exciting and the kind not made much. But you can’t build a case around that. Some distributors said young men don’t go to the cinema but we saw our primary audience as women 35+ who were interested in arthouse cinema and our secondary audience as queer.”

In 2012 during 37o South, the financing market that runs alongside the Melbourne International Film Festival (MIFF), Downriver is pitched to Mike Vile, general manager at Rialto Distribution. Six months later the company comes on board.

“The biggest misconception is that budgets are about what you can spend. Budgets are actually about what you can raise.”
Jannine Barnes

“Budgets are arbitrary”

“Budgets are arbitrary. You pick a number and work to it. The biggest misconception is that budgets are about what you can spend. Budgets are actually about what you can raise. In the mid-2000s it was not unusual for a first timer to get $4 million, then it dropped to $2.5 million. Australia is in a budget bubble. You see US independent films at half – or even less – the cost of ours. And that’s with (big name) cast. Why can’t we do that here? It’s a conversation worth having. Rialto provided a distribution guarantee that was lower than we asked for. It was the beginning of the pressure to reduce the budget.

“To raise $2.5 million I thought I’d need two state agencies plus Screen Australia. Grant and I both live in Melbourne so Film Victoria was an obvious choice and the South Australian Film Corporation (SAFC) was presenting itself as the home of low-budget movies. We could shoot in South Australia and post at home. In that context, at the next 37° South, we gave the script to (Adelaide producer) Kristian Moliere. He came on as executive producer and brokered an introduction to sales agent LevelK. Shaun Miller and Anthony Nagle were our other executive producers.”

There is a lot of creative push and pull on the script throughout this time in particular. The main character’s desire to find out what happened to the body of the child he murdered all those years earlier is a key driver in the finished film but the body wasn’t missing in the script until then Screen Australia development executive Veronica Gleeson suggests it.  There is also constant discussion about the key characters being gay, something which is incidental rather than central to the story.

“We had people saying ‘If only it was more queer we could sell it’; and others saying ‘It’s too queer’. Post 2009, all of a sudden queer was hot. Others wanted the film to reveal that Reef’s character was innocent in the end. We also came up against the big divide between development and production: in development the story is pushed to be as big as possible but it can’t be too big on a low budget.”

“We also came up against the big divide between development and production: in development the story is pushed to be as big as possible but it can’t be too big on a low budget.”
Jannine Barnes

MIFF is a key partner

The filmmakers view Downriver as perfect for a MIFF audience, which leads them to the Premiere Fund, run by Mark Woods. Woods’s responsibilities include Accelerator, a series of events held during MIFF for short film directors trying to make the transition to features. The Premiere Fund is biased towards Accelerator alumni and Scicluna was a 2007 participant.

With a sales agent and distributor in place, and applications on the table at Film Victoria, the SAFC and the Premiere Fund, Barnes formally applies to Screen Australia in late 2013 using MIFF’s extensive audience statistics as part of her case. It is the last funding round before Downriver champion, then development head Martha Coleman, is due to leave Screen Australia, and the first with Graeme Mason as chief executive. Just prior to the board meeting, Barnes gets a phone call from a Screen Australia staffer she doesn’t know. She is asked if the application is in the best possible shape and is reminded that projects are ineligible once submitted twice.

“It was very confusing. I couldn’t judge exactly what was being said and whether we should withdraw. I went back to our other financing partners and everyone held firm. I felt we had to apply before Martha left.

Oddball and Lion (then called A Long Way Home) were the only features funded out of 23 applicants. The feedback we got from Screen Australia was that we presented well and that if a third film had been funded, it would have been Downriver. We thought we should meet Graeme and we did. He was charming and forthcoming and it felt like a real conversation but he did keep saying that independent cinema was struggling worldwide.”

Writer/director Grant Scicluna on the set of Downriver

Scicluna suggests it’s time to give up

Barnes and Scicluna decide to reapply and again present Downriver to Screen Australia staff and outside assessors. The SAFC is not involved this time because Film Victoria has offered more money that previously to keep the film in the state throughout production and post.

“It was risky material but we always thought that risk was what made the film interesting. It is an arrogance but fundamentally I had to believe I was right to keep going. If someone didn’t see what I saw, I told myself it was the way we were presenting the film that was wrong. ‘What new piece of material do we need?’ ‘What’s missing?’ I had huge belief in Grant and his talent.”

Again Screen Australia refuses to fund the film, prompting Scicluna to suggest to Barnes that it is time to give up. Soon after, Film Victoria’s then development and investment manager Franziska Wagenfeld tells Barnes that the state agency will accept applications for production investment without its federal counterpart attached. Barnes meets with chief executive Jenni Tosi, who confirms this and discusses various strategies to fill the hole in the finance plan. The Premiere Fund deadline has passed but Woods agrees to reactivate the application because another film has just withdrawn.

“It was coming up to 10 years. I felt it was our last roll of the dice. That evening I cut $1 million out of the budget leaving $1.5 million. We were going to have an away shoot on Phillip Island but it became a local shoot – it was filmed mostly at Warrandyte, north east of Melbourne on the Yarra. It went from six down to five weeks. Each department was reduced from three or four people to one or two. I did a budget as though it was a short film, using a minimal crew of 13 permanent people. People cost money and cutting them has a further flow-on effect: on the catering budget for example.

“On a film of this size the industry is subsidizing the production and everyone has to work harder. We tried not to pull favours on our shorts but we sure did on this. That said, it was our crazy dream and we didn’t want to drag others into it. You can’t make a film for less than $1 million and pay professional cast and crew. We wanted people to be paid (Media Entertainment & Arts Alliance award) minimums and get overtime, night loadings and other entitlements. (Actor) Kerry Fox, cinematographer Laszlo Baranyai and production designer Penny Southgate agreeing to work on minimums was a gift: it led to everyone else doing the same. Kerry was in one-third of the film and filmed for five days at the same time she was working on The Dressmaker. The art department budget was $17,000 and they performed miracles. People were already on minimums when I started cutting but I reduced Grant’s and my fees. We did the location scouting and intended to do all the casting apart from the leads but when we talked this through with (Mullinars casting consultant) Jane Norris she said she’d prefer to cast the whole film. People were so generous.”

With Premiere Fund money in place, but before Film Victoria has made a decision on this third application, Barnes meets Screen Australia’s Tim Phillips by chance at an industry event. He had been the investment manager on the project throughout. She tells him the size of the shortfall and says she hopes to finance the film without Screen Australia. He is surprised that the financing gap is now so small and offers to check whether there are any options remaining with Screen Australia. With the big reduction in the previously submitted budget and the consequently smaller financial shortfall, his colleagues now see the new budget and the requested amount as consistent with a debut feature. It is decided to provide investment of $350,000. (See Phillips’ comments below.)

“It was like horse trading”

“We didn’t get what we asked for from either Film Victoria or the Premiere Fund and in the end it was like horse trading with everyone talking to each other without me involved – which surprised me. In retrospect I don’t know how I thought I could do it without Screen Australia. Film Victoria funding is generally up to 10% of the budget but, very generously, it didn’t reduce its contribution when the budget was reduced. Perhaps the financing bodies saw the risk as so low that if it was a monumental failure they could wear it.

“We plugged the gap thanks to one of our key post-production facilities, DDP Studios, and by committing ourselves via a $42K crowdfunding campaign, reinvestment of company overheads and a loan taken out against 50% of the margin. Often the films that get funded are the ones that can plug the gap.” (The margin is the difference between the amount received from the Australian Taxation Office under the PO and the amount included in the finance plan for the project.)

“In the first week of pre-production, in October 2014, we could see the budget would go over and cut a further three days of shooting and 10 pages of script. It impacted Grant more than me. He is pragmatic and adaptable and made a lot of sacrifices. Myself, Kristian and David Noakes (from completion guarantor FACB) went through the budget line by line asking ourselves: ‘What more could we do?’ We were four weeks out from shoot. I was so grateful we had aligned ourselves with experienced people.

“Of the $1.5 million, $800K went on pre-production and the shoot, and $500K on post. The rest went on development and financing costs. Our development loans went back nearly 10 years and had to be paid out. Screen Australia’s investment was equity – now, that level of funding is a grant, and grants carry lower legal costs. We finished on budget and, after a screening of the rough cut, Screen Australia put in another $30K for enhancements, namely for further edit time, a better trailer, music licensing and associated legals. That pushed its investment up to $380K.”

The budget breakdown

In the end government finance makes up nearly 80% of the $1,502,568 budget, being from: the PO ($470,658, or about 30%); Screen Australia ($380,000, 25%); Film Victoria ($220,000, 15%) and the MIFF Premiere Fund (120K, 8%). The rest comes from private sources: DDP, Barnes’s production company Happening Films and via sales advances. (Because one of these players chose not to disclose its contribution, these amounts have not been provided.)

“It was incredibly hard to make this film on this budget but it is the film we set out to make. That’s the incredible part. If anything it’s tighter. All our limited resources went on the screen.

“There were so many people on our side because we’d never given up and the film has done all the things we wanted: four sold-out screenings at MIFF; a big international premiere at Toronto with three sold-out screenings; a US sale with a theatrical release; Grant’s talent is being acknowledged; and it’s going into cinemas here. We’ve widened our slate considerably but the kind of projects we’re attracted to will always be edgy, risky, difficult to finance. I’ve made peace with that.”

For the record

Michael Repsch, senior vice president of distribution and sales at Breaking Glass Pictures, Downriver’s US distributor, says: “We bought the film because we loved it, but also because it is a wonderful showcase of Australian talent. BGP has a mission of bringing unique world perspectives to North American audiences. Currently we are taking the film through US and Canadian film festivals. We are planning on a theatrical release, however, we are not positive on the dating or how many screens at this point. Our strategy is to target the cinephile audience as well as the LGBT audience, but in order to do that we must first tap into the film festival landscape.”

Mike Vile, general manager at Rialto Distribution says: “After playing at several key film festivals in Australia we will build on the great word of mouth that is being generated by releasing nationally on a limited basis on March 17. We will be selling the film as a quality drama with phenomenal acting turns by newcomers Reef Ireland and Tom Green in particular. Reef was nominated for best actor at the Asia Pacific Screen Awards. Grant is an upcoming director that, along with producer Jannine Barnes, is destined for great things and we want to make sure that people get to see the film that started their journey.”



Screen Australia’s feature film production guidelines state that “unless the applicant is able to demonstrate exceptional circumstances, projects are ineligible if they have been unsuccessful twice for production funding”. As noted, Downriver received $350K for production after being knocked back twice.

“It was a very unique situation,” says Downriver’s investment manager Tim Phillips, based in Melbourne. “We had agonized over whether to fund them previously. It had been painfully close to being greenlit. We had provided the film with a Letter of Interest in 2013 but it just got pipped at the post in the competitive production investment rounds, especially the second one.

“Part of my job is to mould applications such that they can be approved up the chain by the key decision makers, and for bigger projects, the board. Two questions kept getting posed to me: is such difficult subject matter the right material for a filmmaker’s first feature? In other words, might it end up being his or her first and last film?  And what was an acceptable price tag for such a risky project?  This latter question ended up getting resolved by Jannine herself when she drastically brought the budget down. When she told me of their much smaller funding gap, it was right at the end of the financial year. I knew that there was a small amount of money left and probably just enough to close the gap. We had no further funding rounds for the year and it made sense to reconsider the project and to use that money to get Downriver across the line. And I knew Film Vic and MIFF were solid on the project because they’d kept in my ear.

“We grabbed the opportunity but it wasn’t an arbitrary decision. The project had its champions within Screen Australia telling me that the team had talent and that their short was great, and everyone was mindful that we needed to continue to be supportive of emerging filmmakers. Having a champion can be important. It sounds subjective, but it’s not a bad thing. Decisions by committee can result in everyone looking for consensus and bland outcomes. When people speak up boldly about teams and projects, you take notice.

“When I turned up to visit the set, it was a hot day down on the Yarra. One of the crew tweeted that Screen Oz where visiting and ‘to watch out for snakes’. I didn’t mind – years of frustration from being so close and yet so far sometimes needs an outlet.

“I like the film and I’m glad we backed it. The hero of Downriver is a convicted child killer – could you start with a less sympathetic character? And yet from the moment the film opens the audience is completely on his side. That in itself shows the talent of the director and the lead actor. People who enjoy brave filmmaking should go see it.”