Fred Olen Ray's 1978 science-fiction exploitation film The Brain Leeches was produced with an almost impossibly small budget of $298, using whatever materials could be scavenged or purchased cheaply. Ray shot the 55-minute movie on an old Auricon 16mm camera with nine-year-old, expired black-and-white film stock obtained from the Orlando television station where he worked. The extraterrestrial invaders were not elaborate puppets or stop-motion creations but large rubber ants bought at a dime store for 19 cents apiece. Humans under alien control were given an instantly recognizable mind-control look by having white tape placed over their eyelids, while the destruction of the aliens' headquarters—filmed at the television station itself—was represented by nuclear-explosion footage taken from an old 16mm documentary in the station's archive.
The production's sound and music were equally improvised. Ray used a public-domain recording of Mussorgsky's Pictures at an Exhibition taken from a cheap record album, making no attempt to synchronize the music with the images: the record was simply played over the film. Some scenes were shot inside Orlando's Foxhead Tavern, adding to the movie's homemade, guerrilla character. The film was publicly screened only once according to Ray's 1991 account, and he then said it would never be released, yet copies eventually reached distributors more than three decades later. Despite its roughness, the project became a professional turning point: it gave Brad Linaweaver his first original film-story credit and helped launch Ray's long career as a director and producer.
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