When you direct an awesome music video for Aesop Rock that features motorcycles, dancing, and ballerinas, there is bound to be a lot of stories to tell about production. Add in the fact that this one shoot actually resulted in two awesome music videos, and the stories grow even more. Shoot those music videos at a museum in San Francisco called “The Porn Palace,” and the story telling potential goes through the roof. We wanted to hear all of these stories, so we talked to Ben Fee and Pete Lee, directors of Aesop Rock’s “Cycles to Gehenna,” to find out about the location, co-directing the video, and money shots. (All photos by Rick Marr)

Doug: How did you guys end up working on this project together?

Pete: I did a music video for Aesop Rock this past May called "ZZZ Top." We all had a good time working on it together, so he gave me a heads up and told me that there is another music videos coming down the pipeline that I should bid on quickly. "ZZZ Top" was like the second music video that I'd ever directed. I'm not like a lot of the music video directors I know who just have a pocketbook full of treatments and ideas, but I know Ben is exactly like that. So I hit him up and said, "Hey Ben, do you want to do this with me and bid on this project together?"

Ben: And I was like, "Hey, I'm a hack who's written a bunch of stuff that no one's ever made, so this is a great opportunity to make one of those things." We both really liked the idea of ballerinas, and dance, and darkness. Basically, we both really liked the idea we actually came up with. It was a really easy process. Pete and I have known each other for over a decade now, we've worked on some ridiculous projects together. It's funny, for being best friends and also filmmakers, it's weird that this is the first really great thing that we've worked on together. Making these videos was one of my most favorite experiences on any music videos ever, especially because it was with a best friend and an amazing crew of people. Aes is legendary and a genius, and the song is amazing, too.

Doug: Seems like pretty much everything was great on this set.

Ben: Everything. We had this location called The Armory through our friend Rick. It's nicknamed in San Francisco "The Porn Palace." They film multiple porns there a day. Every room there has different weird contraptions where you can have sex in a different era, or manor, or with different implements of sexual touching.

Pete: It's a very San Francisco type of place, it's very boutique, artsy type of porn for a website called Kink.com. Aside from sex, they do a lot of political stuff, they do a lot of advocacy and education about the industry, and they bought this historical building. I don't know what they're were going to do with the building, but I know they saved it. It was an old Naval castle training ground thing that's been there as long as San Francisco has. It's a gorgeous set and we just tuned it into a music video. The thing about that place that’s different from San Fernando Valley where porn is the industry, is that it was all filmmakers there. Everybody there was just excited to be a part of this and really wanted to show what they were capable of, aside from illuminating vaginas.

Doug: And how did the division of labor breakdown on set between the two of you?

Ben: It was really easy, and we talked about it really briefly beforehand. Pete and I directed together, we talked to everybody together, and we trusted one another. If one of us couldn't talk to someone, the other could convey the other's idea. We directed all the action together. I DPed it and Pete edited it. We traded off operating duties for the camera. It was really cut down the middle. it was really fun to know that you had a wingman that had your vision in mind, someone that you trusted.

Pete: We were under the gun a lot of times, there were a lot of scheduling complications and logistical things and location things. It was really good to know that at some point you can leave to do something, or take a call, and come back and still have everything going and running smoothly. The shoot didn't stop because you weren't there.

Doug: Where did you guys find these baddass ballerinas?

Pete: Last June or May, around that time, I got a one-day, pro bono job for an Arminian chorographer. She is a middle-aged lady who used to be a big star in Europe, and she survived a bullet to the head. She's a very quirky, loving, older lady. I really enjoy working with her. She told me because of the work, she would do anything for my next project. Then Ben and I got to talking about the music video, and we both fell in love with the idea of putting in a ballerina, and putting in a look, and doing something different than other hip-hop videos. I hit up this lady, and without really understanding what a music video is, was just like, "Yeah, of course." She got all the girls, they had no idea what they were in for, but it turned out to be this perfect thing. That's three of her girls in her troop. The fourth girl, Avery, who is the white girl in the remix video, I'd met her a year ago. She told me she was a dancer, and I just remember she had this really fierce look, and I called her up for the video.

Doug: Ben, I remember when we talked about your Andy Clockwise video, you talked about the environment of the set being a lot better than you were used to because there were a lot of ladies on set. Was there a similar experience going on with this video with all the ballerinas?

Ben: It was! The girls were amazing. We had so many hands on this video, it outnumbered every video I've every worked on.

Pete: Ben brought his own females on set. He drove up with five girls from LA.

Ben: And Pete brought like 20 hot dudes to the set, so it was the perfect balance.

Pete: I'm not good at that.

Ben: This video had a lot of awesome girls, and the general air on the set was so pleasant. It was a great balance, we weren't out numbered, but all the guys were in really good spirits. All the girls were in really good spirits. Everyone was positive the entire long weekend. Maybe the guys were in good spirits because there were really beautiful girls dancing in the middle of a porn palace where there are mostly naked girls walking down the hallways as well.

Pete: Lets not forget the naked dudes.

Doug: So that's what this place is really like, naked people everywhere?

Ben: We shot at “The Porn Palace” two nights over the weekend. The second night, we had a little staging area for the camera, and the hard drives, and all our gear outside of the dungeon area. I was building a camera, and there were tours that were going on. They give tours at The Armory.

Pete: Because it's a historical building, so by law they have to give tours.

Ben: But of course, it being San Francisco, it can be super kinky, weird tours. They give sex tours. They make you sign something.

Pete: When you enter the building, you have to sign a waver that says you will be offended, but you can't sue them for anything you see.

Ben: So these people were going on tours. It was weird to me the first day we were there, to see families and tourists with kaki shorts on walking around. We had signs for production that said "Aesop Rock shoot" pointed right toward where I was. A tour came by, and this dude with a backpack, a backwards hat, and big pants was like, "Aw shit! Aesop Rock, that's sick! You guys are shooting an Aesop Rock video?" And I said, "Yeah, we'll be shooting in a few minutes, maybe if your tour goes through, you can see something going on." And he goes, "Oh sick!" and he was talking to some girl about it. The tour guide comes in and says, "OK, it's time. We can go through and take a look at the shoot now." And the guy, I'm sure, thought that he was talking about the Aesop Rock video because they were going in the same direction. They go into the door and everyone is inside, and we hear "Action!" And all of a sudden we hear, "Uh! Uhhh! Uhhhhh!" dudes groaning, like really gnarly groans. Then you hear like a couple of really gross bear moans and then silence. The door opens, and I've never seen a more disappointed group of people walk out of a room. Especially this one dude who thought he was going to see an Aesop Rock video, when it turns out that they had just been shown the money shot to a gay porn. They walked in, and they cued two dudes to jack off on each other.

Doug: Two real men?

Ben: Yes, in real life.

Pete: You can't sue them, they signed wavers.

Ben: Then the two guys come out of the room, bare assed, just whipping each other with towels.

Doug: You guys should have been like, "So what did you think of the Aesop Rock video? Do you think we've got a good thing going?"

Ben: I had no idea how to handle this. I'm pretty adapt at handling emotional derails, but this guys was so emotionally derailed I had nothing for him.

Doug: There is a remix of this song that you guys also made a video for, which is really unique because both videos seem to be tied together pretty closely. How did the remix project come about? Did you use footage from the original shoot, or did you shoot new footage that was inspired by the original video?

Pete: That same day, we were coming off this however-many-hour odyssey. For me, it was really stressful because the producer had a family emergency, so I had to double as a producer. There are all these worries, and Aesop Rock had his van jacked the day before, which lead to him canceling a big show in San Francisco. There was kind of a cloud over a lot of stuff. It was supposed to be the short day but we became behind because of this or that. But once the camera got to rolling, everything just clicked. The structure of having two directors overseeing two units definitely helped. We just started knocking shots and the energy picked up. We shot some crazy epic scenes with motorcycles in the streets, it just all became really good at that point. We shot the thing with Aes with very few takes, we got exactly what we wanted. We figured it out.

Ben: We were supposed to wrap at 2, and it was really close to 2. He was getting really antsy, and the girls were so tired. They had been working for us for 12 hour days all weekend.

Pete: One of them came down the pneumonia and couldn't show up. Some of them had to work in the morning several hours away. All I remember was coming up with Aesop after prepping and wrapping things up, and there was this giant hanger. The whole time we kept saying, "Maybe if we have time we'll grab some shots there." Just before we left we said, "Well, just set up one light, see what that looks like." When I got there, the crew of 25 people was silent and I walked through them and it was just Ben and one of the girls doing their thing. Ben had a camera, but he was dancing with her, with the shadow. The light was so beautiful, that the girls decided that they had one more dance in them, and they were going to dance it all out. It wasn't to any music, it wasn't to anything, it was just to the light and the atmosphere and what they felt at the time, this really beautiful thing. I operated camera some of the time, but Ben did most of the driving. Two of the girls just kept taking turns dancing, "now your turn," "now your turn." They just gave the last bit of energy that they had in them, and we came up with this spontaneous dance sequence. We were supposed to wrap, but everyone just stood there and watched. Afterwards, I put as much as I could into the original video, but Ben always talked about how everything just popped. We always discussed how we'd love to do just a little video out of it, just between us and the crew and dancers. Ben wanted to edit a little video as a gift to the girls.

Ben: I think it was synergistic, because I talked to Aes and the label about it and I said, "I really like this footage, and I'd like to do something with it. Aes let me know if you want to have a remix." He was like, "Yeah, I have the perfect guy who is really interested in doing a remix." It all came together so fluidly. That moment though, when we were in the hanger, it was so surreal and magical. Earlier, like Pete mentioned, we just threw up one 4k light, and it cast this beautiful glow. There was just something really serene and perfect about the situation, I wish there was another camera documenting everyone watching there girls dance one at a time with this giant singular light.

Pete: It didn't look like that during the day, it looked dusty and weird. It looked gross. The surface almost looked like the moon. When you had just one light on, it was just perfect.

Ben: There were a few moments when you're on set where you just have to let the moment happen, you can't force anything. You realize whatever is going on in front of you is the magic you need to capture. Sometimes that overrides a shot list, because it's just too good to let go. When we were there, I really did feel like what we were capturing was some of the best stuff. Some of the most beautiful stuff that I've ever shot personally. I was really excited about it in the moment, and was really excited to do another video release for it. And the song is great for it, I was so happy when I heard the remix.

Pete: For me, I didn't really stop worry about the scheduling, and the money, and people's hours until that moment, at 2 in the morning. That's when I realized we had one more thing to shoot, we conquered everything we set out to conquer. Even if it's on God's time, it was really that moment when I felt like we beat it, this is it, now we can just coast and try to get good performances. Now we've got the music video.

Doug Klinger is the co-founder/content director of IMVDb and watches more music videos than anyone on earth. You can find him on twitter at @doug_klinger.