
Rats!, which came out earlier this year, is an anarchic comedy, set in a Texas town in 2007, involving a lot of panic about terrorism, a rampaging cop, a serial killer who cuts off people’s hands, a memorable bathroom brawl, and a whole lot more wild fun.
We spoke to the two co-directors of the film, Carl Fry and Maxwell Nalevansky. This discussion is what follows:
I really enjoyed the movie a lot. It was a lot of fun. I think I watched the screener and then watched it again the next day, which I do very rarely. I’m a critic. I watch all the movies, but I had a lot of fun with it. So congratulations, you guys. So tell me a little bit, first of all, just kind of your background, how you got started as filmmakers and that sort of thing.
Carl Fry (CF): I mean, separately, Maxwell and I have been making short films for a long time. For myself, you know, since I was a kid, kind of being inspired by Star Wars to get started with that. And then Maxwell and I met a few years ago, probably I guess about six years ago now?
Maxwell Nalevansky (MN): What’s actually kind of insane is that it was seven years ago and it was on the set of Lingua Franca, which is an indie film that was shot here and directed by Isabel Sandoval.
It was a beautiful kind of subtle love story so it was a much different film than Rats! But I met Carl on there and you know I’d been making a lot of short films since graduating college and then I saw Carl’s shorts that he had done and they were just like they were just so impressive like it was like for $500 had all these crazy action sequences and incredible blocking and I was like wow like I want stuff like that in my movies, I don’t really know how to begin with something like this.
And then I guess Carl kind of liked my movies and the world-building and style and stuff and then I wrote a short and then Carl and I made it together and it was really great it was just such an easier experience than any of the shorts we had made separately- is that true Carl?

CF: Maxwell’s shorts were totally bonkers, and then this particular script for With Pleasure, the short film, was kind of mind-blowing. Absolutely something I never would have thought of doing, in that kind of like world of surrealism and we took it on together and it was the best experience ever.
MN: We were really close to making another feature that fell apart because of some shady producers. Ultimately, a bunch of people got COVID and we were like, given this ultimatum and like, you have to direct it alone, Max, or we’re gonna pull the plug. I’m like, wow, like, this is our project. So it didn’t happen. So this kind of was like the phoenix from the ashes, for lack of a better phrase. And it was just, you know, okay, let’s make this movie if it’s cost $10,000, $50,000 or more, whatever it is, let’s just commit to it and just know that we’re in control because after getting so close with another one, and then having it like fall apart and not being in control, like, all right, let’s just like, let’s just show what we can do.

And how long was it in the works? Like, how long was the was the length of time?
CF: With Rats!? Oh man, we were shooting what summer it was a 2022.
MN: Yea, summer and fall at the end of 2022. And then we finished it and then we did a couple extra days in 2023 and to be honest, because a lot of the film was financed by Carl and I, we kind of felt like we had so much control that the editing period maybe was a little bit long because we were just like adding so many different things to it and there was so much VFX, Carl did all the VFX himself so it was so much fucking work but you know we were able to add so many jokes so it felt like we were still writing in 2024 you know what I mean?
CF: We kept editing all throughout the whole festival run, so it was a long run.
MN: There were jokes, like, oh we can have someone say something, but let’s have the souls leaving bodies you know the soul of the body is that’s a fun motif and then it becomes exciting again.
SO tell me a little about where the idea for this movie came from. Did you want to set it in that particular time period, or was the origin from somewhere else?
CF: Do you remember if there was like a very specific initial spark? Because I remember Maxwell and I had a couple of weeks together. And Maxwell had the name “Rats!” with an exclamation mark And I do remember that kind of being the impetus of finding out what Rats! is necessary.
MN: I think we wanted to make a suburban film. We were both really drawn to this kind of like mundane suburban type of film that felt like a bygone era. And I had written the jail scene separately as a thing and I showed it to Carl, and we had shared some different ideas we had for separate films and there were a lot of overlapping themes. So we kind of just like threw everything, you know, on the canvas at once. We wrote a pretty detailed outline [that] was like 40 pages and we did that in two weeks together. And then I went off and I don’t know what was the car like, about a 110-page script initially or something.
CF: It was like 120. It was like super [long].
MN: It was bigger. Like, it was a much bigger ending until we realized we weren’t gonna have the money to do an actual car chase the way that would be worth it. Um, so I guess, yeah, so the past three years, sorry, longest answer ever.
It seems to be very rooted in the late Bush-Cheney era. I don’t remember if you specifically say what year it is, but it seems like it’s about 2006 or 2007. Everybody’s really paranoid about terrorism and that’s kind of the vibe of that era as opposed to certain other eras. Was that a specifically important time that you wanted to evoke or what were you thinking in terms of the setting?
MN: I mean, it’s just like, such a depressing and complex era. You know, I was in high school during 2007. I was a couple of years younger. I would’ve been like 16, not 18 or 19, which Raphael, the lead character is. But, you know, I hadn’t really seen like the, like an emo aesthetic done, fully in a film really, you know, there’s like certain qualities you can see in other films, like Scott Pilgrim and stuff like that.
But, I want it to feel like ebaumsworld.com, you know, I want to really cement that era. Even though it’s super niche, I guess, you know, I feel like it’s broader than people give it credit for. And you know, politically, just like at a time when people call you, you know, all types of words just for having like skinny pants, you know, we’ve come so far. But like looking back on it, it’s really, it feels like it’s such… it’s so rich in camp that there’s a lot we can do with that, you know, the space since 9/11 at this point, but also not like just doing the same stupid 9/11 that we hear constantly. Can you speak better than me?
CF: I would say, yeah, looking at the era, there was kind of like, we had a sort of a mood board of what we were going for aesthetically, which was drawing from 2007. But Maxwell is the design guy, he has the design background. So for me, I was pretty skeptical about, could we actually do a period piece at this budget level, and Maxwell is pretty confident about that. And once we started moving forward with that, and seeing how the department heads were invoking the era too, especially with wardrobe and props, some of those things.
MN: And hair.
CF: And hair! At one point we’re like, this is a hair movie. That’s one thing that we know we’re fully in control of. We can really nail the hair. But Melina who did the costuming, and the wardrobe design, she was just so tapped into the culture and she brought so much and had so much on her own, you know.
MN: In her closet.
CF: You know, architecturally, like we can find places like Pflugerville work. A lot of the buildings feel like they were built in the ’90s. So, you know, it’s not going to be that hard, but you know, maybe I’ll do that, that worried about cars and such. But it’s been 18 years. I guess it’s a period piece.

MN: The hardest part was just like watching out for cars passing by me like oh, that’s a 2006 Subaru like yeah you know, but otherwise actually it was pretty doable.




