How the Holechek Brothers' '305' Went From Hit YouTube Short to Full-Length Film

Dan (left) and Dave (right) prepare a grim fate for one unlucky Persian
Jennie Warren

Double Feature
How Costa Mesa's Holechek brothers turned their YouTube short into a full-length film on a spartan budget

Through a small, inconspicuous door on a Venice street, down a white corridor that feels like part of a construction site, inside a mini office suite, an epic battle is being filmed. Two participants at a time.

A small green screen is draped over one wall, in front of which a pair of extras improvise fight moves they hope will be funny. The scene will be digitally inserted into previously filmed sequences to make them look like they're surrounded by more than the tiny handful of cast members who are actually credited. Today, the movie's producer dons a toga in preparation for a battle with a Persian. The film's star, Brandon Tyra, who has already played multiple roles, ties on a bandanna, dons a fake beard, and then gets on his knees to play a dwarf.

Lord of the Rings this isn't.

It's one of the last days of pick-up shooting for 305, a mockumentary normally described by its creators as "300 meets The Office." One could also make a case that it does with 300 what Rosencrantz and Guildenstern Are Dead did with Hamlet, focusing as it does on minor characters in a similar universe: the five incompetent, mostly out-of-shape Spartans who didn't go to Thermopylae, but instead were assigned to guard the secret goat path that ultimately seals the Persian victory and who ran away at the first sign of trouble. Today's shots will embellish a bar-fight scene, making the brawl look like . . . a bigger brawl, with not exactly a cast of thousands, but at least a cast of tens, placed against digital backdrops that evoke 300's visual style, with a Flintstones-like modern spin (these Spartans have pizza delivery and cable TV and drink coffee at Spartanbucks). All this on a budget that co-directors Dan and Dave Holechek hint is "in the four-figure range."

But these twins are used to filmmaking beyond their means. This is already their second feature, and they're only 26. It's also the first to be based on a YouTube short.

*   *   *

Vanguard University (VU) is a private, coeducational, comprehensive university of liberal arts and professional studies that believes its Pentecostal/charismatic Christian community provides a supportive and challenging environment in which to pursue a quality education. The university assumes that it is essential to offer educational opportunity within a context of free inquiry and academic integrity. Such opportunity includes examining the Christian heritage, the claims of Christ, the charismatic involvement of the church and the revelation of God. VU is a community that encourages individual integrity and responsibility in accordance with biblical Christianity and its social and ethical implications.

—from Vanguard University's official website

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The story behind the making of 305begins at Vanguard University, a small Costa Mesa college, which lured Dan Holechek out from Colorado with a basketball scholarship (which he quickly decided wasn't his true calling). The Hawaii-born brothers already had family in California and liked the weather, so Dave joined him.

The religious nature of the school was also a factor, but the Holecheks aren't your typical faith-based filmmakers. Their debut feature, Arizona, shot in six months while they were at Vanguard and completed three years later, is the surreal, moody story of a troubled college student estranged from his ne'er-do-well brother and abusive to his girlfriend, whose sister has decided to leave her life behind and head for Arizona. It features two attempted murders, rape, vomiting, a couple of profanities for good measure, and an ambiguous ending that doesn't necessarily reward the protagonists. The style owes more to Gregg Araki and David Lynch than, say, VeggieTales or the Left Behind movies. Pat Robertson might raise an eyebrow or two.

"We had our first big screening at Vanguard," says Dave, who does most of the duo's talking, "and the students who showed up knew what to expect, but there were some interesting conversations we had with people. We actually got some letters from teachers—'How can you call yourselves Christians and make that kind of movie?' I don't think we set out to make a Christian movie; it was just our way of viewing the world coming out. Arizona represented my state of mind at the time, and even though it's kind of a somber movie, I tried to put a little bit of hope at the end." Dave adds that the central relationship in the film is based on that between himself and his younger brother, but in real life, all their personal issues have since been resolved.

Adds Dan: "Doing a feature film is really daunting. When you're in college and have no resources, it can be a challenge, but it's actually a lot of fun to try to make something like that work. You don't have a lot of pressure, but you have this freedom to do whatever you want. It helps a lot, too, to have people say you can't do that with that budget, or you'll never make the story work, especially with our personalities. We're like, 'Oh, yeah?'"


Dave: "We started it in college, and people were saying 'You're never gonna finish this!' Then when we finished, we went, 'You had a point . . . but we got it done!'"

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Elsewhere at Vanguard, a fellow student named Ed Portillo formed a comedy troupe, Market Fresh Produce, in 2002, but it really clicked in 2004 when he recruited a hefty actor named Tim Larson and Sunny Peabody, whose sister Heaven starred in Arizona. Joined later by David Leo Schultz—the only non-Vanguard student—the troupe performed in "theaters, churches, conferences and coffee shops . . . It was intended as a springboard to another career," Portillo says. "The goal is never to limit what we're trying to do, but we're not trying to do lowbrow stuff—we're not trying to make American Pie: Beta House 3. The goal is to be funny." Despite the university's built-in religiosity, the troupe isn't above letting a few profanities fly in less-pious settings—after all, Trey Parker and Matt Stone's hilariously vulgar Team America: World Police is one of their favorite movies.

Eventually, Market Fresh Produce and the Holecheks found each other. The opportunity to go forward as a group—along with Tyra, who had appeared in Arizona—came when MTV held a contest to tie in with their annual movie awards, offering aspiring filmmakers the chance to submit their best movie parodies. The Holecheks suggested a riff on 300. "I remember sitting in their living room, going through thousands of ideas, and trying to come up with a way to do it that wouldn't be boring already," Larson recalls. "At that time, there were already millions of 300 YouTube parodies. When you can't go five minutes on the Internet without hearing somebody say, 'Tonight we dine in . . . !'—you just know. So we asked ourselves, what are we good at? What's funny? And the idea of doing a mockumentary came up because we're all big fans of Christopher Guest and The Office. For the short, it had a little more of an Office feel to it. We tried to graft characters a little bit closer to that, but not identical to."

Indeed, in the short, Larson's clueless, overweight Claudius seems patterned after Ricky Gervais from the original U.K. Office series, while Schultz's obnoxious assistant Darryl is a total Rainn Wilson riff, glasses and all. But the comparisons break down after that. Tyra's Testicleese (a reference to both gonads and Monty Python—clever!), the only Spartan of the group with the trademarked chiseled abs, is a deadpan leading man prone to uttering overly earnest absurdities such as "They say you're only as strong as your weakest link. . . . That concerns me." Peabody's Demetrius is a blind lounge singer. And Portillo's Shazaam is mostly a straight man because his character is the gag—he's quite obviously a Persian disguised as a Spartan, but that's never brought up.

"I thought it was good, but I didn't think it was good-good," Schultz says of the short. "We were really last-minute on the project, and I didn't think we had a chance, but I liked what we came up with. Then we didn't win, so I was right!"

*     *     *

The Holecheks posted the short on YouTube, hoping their work would at least get seen. And viewers went crazy.

"It just kinda sat there for a few weeks," says Dan. "And then I came in one morning, logged in, and it was the No. 1 featured video. I thought it was an error at first, but then I got an e-mail from the editor, who said they really liked it and wanted to feature it."

Adds Dave: "Then MySpace said they wanted to promote it. Then we got on VH1's Best Week Ever, and it was even on CNN." The short currently boasts more than 3 million views.

Nate Hopkins, who worked on the visual effects and also plays a Persian emissary, remembers visiting his family in Florida around that time. "My sister-in-law says she saw it on one of the local news stations down there," he says. "They showed the whole short!"

Having cut the short down to five minutes for the MTV contest, Dave intended to reincorporate some additional footage for the YouTube version. "So we put TO BE CONTINUED at the end because we were gonna put the longer version online—which we never did—but that was the intent," he says. "But then we got literally hundreds of messages and e-mails and MySpace comments asking, 'When's the next episode coming out? We wanna see more!' That's what got us thinking maybe we should do something more."


It wasn't just casual fans who noticed. "The first week it was featured, we got a meeting with someone who eventually made their own 300 full-length parody that has yet to be released," says Dan. "We thought they were being nice, but it turns out it wasn't really that."

"They were drilling us for ideas," adds Hopkins.

"So the plan was, let's do another episode, let's expand to maybe a 20-minute thing, and then our imagination got the better of us," says Dave. "We had to call it 305—that was what the original was—and we threw around the idea of a bungling-heroes-getting-together-to-save-the-day, Three Amigos concept, making a full three-act structure out of it. We just got really excited about it and said, 'Let's do it!'"

*     *     *

They shot the film on weekends while working day jobs doing editing and post-production work for Orbit Media—work that also came with equipment they could use after-hours. The production budget came out of the brothers' own pockets, but once they wrapped principal photography, they showed the project to their bosses, who were impressed enough to come onboard as financial partners, letting Dave and Dan finish it during regular work hours for the same pay.

"Once we decided it was gonna be feature-length, we had to structure it so that the story wouldn't be just 45 minutes strung out with interviews and stuff like that," Dave says. "We had to have enough going on to keep people interested the entire length. If it was just a series of gags, it would've felt a lot more thrown-together."

A 300 parody that plays like a thrown-together series of gags? Perish the thought. But before 305 could be finished, that's exactly what hit theaters: Meet the Spartans, a hastily made parody film from Epic Movie's Aaron Seltzer and Jason Friedberg (though these were not the idea thieves the Holecheks had met with). Meet the Spartans topped the box office in January, proving that a nonstop barrage of stale pop-culture references is enough to bring in a certain demographic. Fortunately, 305 is nothing like it, despite their common inspiration. It isn't bereft of pop-culture touchstones—ESPN's SportsCenter, Home Alone and Etch-a-Sketch all get nods—but the big difference is that they aren't treated as punch lines in and of themselves.

"We try to stay away from direct references, like quoting lines—'We dine in hell!' and stuff like that. We try not to be too obvious," Dan says.

"What we're making fun of is portraying these men as heroic ancient figures," Tyra says. "I think our movie is more getting to the point that today's man, especially in movies and television, is this dopey kind of character who's had his fight taken out of him."

Demonstrating a true sense of Christian charity, Tyra is willing to give some credit to the competition. "You have to at least give Meet the Spartans props for exploiting the loophole that they found with throwing crap up on the screen and getting people to buy it," he says. "Whether or not you agree that it's crap or not, I don't think they really care. They're showing you the check at the end of the day. And you almost have to say, 'Well done, good job, you just figured something out.' They can make all their money, but we're gonna do something we actually care about and thought about. We don't need to go through the bureaucracy of the film industry, and I think that's also what YouTube is opening up."

When Hopkins hears this, he jokes that Tyra sounds like an indie-rocker cliché, which sends Tyra into a comedic riff that concludes with him saying, "You know what we should do? We should not sell our movie. That way we'll be successes. Let's put it away in the closet. Let's just have one copy and keep it at our house. Dave, you can have it Monday, Wednesday and Friday."

In fact, the DVD will soon be up for pre-order at Dave won't say who the distributor will be, but he hints that it was originally going to come out in February on a smaller label, but recent interest from a bigger company pushed that back. It's a safe bet it won't be Vanguard Cinema, the coincidentally named indie imprint that put out Arizona. ("People say, 'Oh, how cute! Your school released it!' No. Different company, thank you. I interned there," says Dave.) And if you can get to Palm Beach, Florida, in April, 305 will have its world theatrical premiere there. It's not local, but hey, not every submission can get into the Newport Beach Film Festival.


Meanwhile, the Holechek brothers' future seems bright. Holly Goldberg Sloan—screenwriter for such family films as Made in America, Angels in the Outfield and The Crocodile Hunter: Collision Course—recruited the Holecheks just out of college to help her with making commercials and the forthcoming PBS movie Heidi 4 Paws (a retelling of the classic Heidi with an all-canine cast, voiced by celebrities such as Steve Guttenberg and Angela Lansbury).

"If I walk into a room, they're my secret weapons—they just have all this talent," Sloan says. "I'm kind of hesitant to tell the world—it'd be the last time I see them. Though, of course, I only want the best for them."

But first things first, says Dave. "I'd like to be able to finally pay our actors."

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