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Illustration by Mike Reddy

Issue 122, Fall 2023

Background Noise

In the courtyard of a Central Austin mansion, light breaks through the trees. Bathed in a dramatic glow, Ryan Gosling paws at Rooney Mara’s face. Behind them, disheveled twenty-somethings, dragged from the depths of dive bars and coffeehouses, pretend to be the thing they actually are: struggling musicians. If you pause the movie and search your screen hard enough, you’ll see a man who has no idea what to do with himself, resting against the far wall, hair mussed, wearing black pants, a black shirt, and black sunglasses. He’s out of focus and indistinguishable, but it’s me. At least I think it is.

With a rating of forty-four percent on Rotten Tomatoes, Terrence Malick’s 2017 film Song to Song is, at best, polarizing. Shot in Austin in 2012, it follows Mara and Gosling as up-and-coming musicians who fall under the spell of an evil, unhinged record producer played by Michael Fassbender. Natalie Portman, who turns this love triangle into a square, appears as a waitress lured into Fassbender’s web, though her connection to music—like many things in this film—is unclear.

Rumors about the production circulated through the Austin music scene. Mara had been spotted “performing” with Atlanta garage rock band the Black Lips at a festival at Auditorium Shores. At the end of the set, Val Kilmer wandered on stage with a chain saw to slice a guitar amp in half. My group—a three-piece punk band with me on bass, Max on guitar, and Elissa on drums—played the same fest, though our 10 A.M. appearance drew slightly less fanfare. We performed for around twenty of our friends and, let me tell you, a crowd that size has never looked so small until you’ve seen it from a festival stage. Nevertheless, the chance to perform at one of Austin’s flagship festivals was validating and exciting.

Cousins Max and Elissa had played together since childhood and were, in a word, incredible. Starting out as a two-piece band, they moved from San Antonio to Austin, my hometown, and decided they needed a bass player. Max—a lanky, black-haired nineteen-year-old—tried to bribe me with sixty dollars and a six-pack of beer, but in a display of great integrity, I let him keep both. In reality, I was newly single and had nothing better to do. I showed up to the practice space, Elissa’s East Austin living room, and was immediately overwhelmed by the sheer force of their sound: a sharp, immediate blend of three-chord punk and power pop. They didn’t stray too far from genre conventions, but their songs had personality and every one of them contained at least one unexpected melodic or lyrical turn.

As practice went on, I found myself laughing as they told embarrassing stories. Many of them included their grandmother, who was and is something like their spiritual mascot. Elissa was twenty-two, had dark hair, and could be intimidating until you realized her sense of humor is a blend of surreal free-association and bargain bin Nineties references. (If you haven’t seen every season of Full House or the 1992 direct-to-video film The ButterCream Gang, you may not be able to keep up.) More like siblings than cousins, they shared an innate connection that produced their off-kilter wit and gave their music its feral edge. At twenty-five, I was the elder statesman of the group, often playing the role of reserved outsider, though as time wore on, I began to feel like I was part of the family, too.

I didn’t know it then, but this band would become the most important non-familial, non-romantic relationship in my life. Over the course of a decade, we saw each other through a marriage, childbirth, the deaths of loved ones, struggles with addiction, and the collapse of our collective dream. I will never stop believing Max and Elissa were destined to be successful musicians, and in my darker moments, I wonder if I am what held them back. But I tell myself that it’s really their fault since, after all, they asked me to join and allowed me to become a co-songwriter. One thing remained undeniable starting from that very first note we played together back in Elissa’s living room: We had chemistry.

As Song to Song began production, we were three years into our career, playing packed shows at local dives every weekend and releasing records practically at will. We’d just returned from a tour with a rather famous Swedish rock band where we played for huge crowds across the United States. If I ran into someone I hadn’t seen in a while, they often assumed I’d quit my job to play music full time. I’d smile and deliver the disappointing truth: I was still downtown, pouring wine for outrageously wealthy F1 fans at one of Austin’s first Neapolitan pizza restaurants. Still, it felt like we were at the beginning of something—even though we were, in fact, at the peak.

A 2017 Texas Monthly article published just before the release of Song to Song highlighted Malick’s connections to the city and its music. The piece acknowledged that most of the musicians featured in the final cut were not from Austin, but things felt different back in 2012, when the film was in production. I was under the impression that Malick, a hometown hero, was trying to capture some of the music that made the city special. I believed he was crafting a genuine love letter to “The Live Music Capital of the World.”

During rehearsal one day in the spring of 2012, Max, our de facto leader, told us he’d received a call from Malick’s team. The music supervisor was inviting a dozen or so local bands to serve as extras for a day of shooting—a move I presumed was toward the film’s ostensible attempt at authenticity. Initially we laughed it off. Our relationship to success was complicated at best. We could draw a crowd and write decent songs, but as far as promoting ourselves went, we were complete dunces. We chalked this up to our punk rock ethos, but it would be hard to deny that we didn’t want more: more attention, more acclaim and, yes, more money. So even though—in an unspoken agreement—we believed we were above this kind of fame-seeking behavior, we agreed to participate in the film. After all, a little exposure wouldn’t hurt. Not only that, but my inner film dork was quietly freaking out over the chance to hear our music in a Terrence Malick film. Badlands, his 1973 directorial debut about two star-crossed lovers on a cross-country killing spree, is one of my favorite movies. And in the days leading up to his return with Tree of Life, Austin’s taste-making elite (mostly composed of baristas, bartenders, and video store clerks) spoke about Malick with the hushed tones reserved for elusive counterculture icons like Thomas Pynchon or Roky Erickson.

The day was bright and warm as we loaded our gear across a frustratingly uneven gravel road in Austin’s Hyde Park and into the Commodore Perry Estate, a mansion that happened to be on the same property as the renovated barn that once housed my tiny, alternative learning high school. Only a few minutes north of the University of Texas, the neighborhood used to be full of artists and musicians, but it was slowly drained of affordable properties, making way for wealthy transplants. Looking back, it’s obvious my hometown was in the process of pimping out its personality, selling its soul for prestige and a wealthier tax base. This is a city that’s more interested in preserving the section of brick wall where local musician Daniel Johnston painted his famous “Hi, How Are You” mural—the attached building was bulldozed, leaving just the mural: a bizarrely disembodied, freestanding piece of nostalgia—than in maintaining the material conditions that allowed an unconventional talent like Johnston’s to thrive in the first place.

The estate is planted right off a major thoroughfare and across the street from a golf course. Secluded behind ivy-covered walls, the mansion is easy to miss from the road. At the time of shooting, it had yet to be fully restored, though the grounds felt sprawling and the large fountain in the center was impressive. Fast-forward to 2023, and the barn has been torn down and the mansion has, like so many Austin properties, been converted into a boutique hotel and restaurant.

We set up our gear in the mansion’s back hallway, which was drenched in shimmering natural light, making me feel like I was already in a Malick film. This reverie was broken when a crew member told us to leave our stuff behind (a dubious proposition, though we had no apparent choice in the matter) and to take ourselves and our vehicles down the road to a church parking lot that served as a staging ground. With rows of picnic benches under a white tent, the setup had the look and feel of a FEMA camp. We were dressed in our customary head-to-toe black outfits—chosen from whichever items looked freshest on our respective bedroom floors—and, after a quick once-over, wardrobe determined we wouldn’t need additional costuming; we were sufficiently scuzzy. Then, it was time to hurry up and wait. We perused craft services, mostly light breakfast fare, and Max thought he saw a haggard Benicio del Toro sleeping next to a bowl of cereal.

The bands and extras loaded into passenger vans. There was an air of anticipation, and I sensed that the other participants believed this was the next logical step on their paths to fame and fortune. My band was too cynical for that, but still, we were excited for the chance to perform on film and in front of celebrities. It’s not every day you get to rub shoulders with the rich and famous. It’s even more rare you get to watch them pretend to be you while you pretend to be yourself.

In the scene, a high-powered record executive played by Fassbender has invited a handful of bands—one of which presumably belongs to Mara and Gosling—to perform at his palatial home and potentially score a record deal. I cannot stress this enough: this is an extremely childish vision of the music business. Due to sonic bleed and the physical constraints of stuffing this many bands into such a small space, the scheme makes no logistical sense. And for anyone thinking this is “creative license,” I would argue it makes no artistic sense either. But I wasn’t calling the shots. And from the moment we stepped on set, it seemed no one else was either.

A friend who works in film has told me many stories of big-name directors who do almost nothing on set, leaving the job of working with actors and extras—you know, directing—to their assistants. I assumed this was not always the case for Malick, but, for the bulk of this day, he was nowhere to be found. Instead, we were corralled by two assistant directors—one a fancy man in an open button-down with a head of luxurious, floppy hair and the other a serious woman wearing cargo shorts and a utility belt.

We were under the impression that the bands’ main task would be performing. This was, after all, what we were excited for—and it was why we lugged our gear across that gravel road while the other extras, who were only meant to portray neutral party guests, brought nothing but their winning personalities. But instead of returning to our instruments, we were told to meander, for hours and hours, drinking beer and looking impressed by our surroundings. Rube that I am, I thought the can they handed me was an actual Firemans #4, but like everything else that day, it was a hollow approximation of itself. The warm water tasted like piss and I immediately spat it into the grass.

Elissa made it nearly impossible to do the second half of our job (looking impressed), since she took it upon herself to consistently point out certain inane props. In the “weed” area of this “party,” she couldn’t get over the large plush monkey wearing one of those fake-dreadlock Rastafarian hats. She jokingly offered to do everyone a favor and dispose of it, but a member of the crew reprimanded us. The monkey allegedly belonged to someone on set and was something of a support animal. We were dumbstruck. I didn’t know who to feel more pity for: the crew member or us. After all, we were the ones who had agreed to take part in this charade and would be forever immortalized on film as the kind of people who went to parties decorated like a college freshman’s dorm room.

I got separated from the others and wandered outside to try and hide under the shade of a large oak tree. The cameras were rolling, capturing the celebrities in the foreground as I watched friends and acquaintances walk in circles behind them like malfunctioning Sims. I knew most of these people from the music scene and could attest to what capable and energetic party guests they could be. But, under the hot sun, the scene was enervating, and they failed to deliver a convincing performance.

The assistant director with the utility belt sidled up beside me and pointed to a group of women standing by the fountain in the center of the courtyard.

“Why don’t you go frolic with those girls?” she said. I assumed she was trying to spice things up for the cameras, but unless I was on stage, I preferred to blend into the background.

With more attitude than intended, I blurted: “I don’t frolic.”

Something inside her died and she said, “C’mon, man. Gimme a break.”

Rumor had it that this had been a long production full of delays, and I realized that for her, this was just another day at the office. We were on the same team. Sort of.

Splitting the difference, I walked over and stood with my back to the women and waved. She offered me a weak thumbs-up, which was more than I deserved.

I went looking for my bandmates and found them by our gear. Max laughed as he told us that, after a bit of mandated meandering, he decided to check on his guitar. Good thing he did, because he found Fassbender, in all his rakish glory, playing “Master of Puppets” on Max’s Flying V. Considering Fassbender’s venomous behavior in the film, this development would have been seriously concerning if he were a method actor. Instead, Max said he was quite pleasant and handed the guitar back before prancing off, presumably to rub Mara’s tummy or crawl on the floor, growling, as his character was wont to do.

Elissa also had a story to share.

While in the restroom off the mansion’s atrium, she noted a suspicious hair on the toilet seat. Disgusted, she decided she could wait and walked out, smack into Natalie Portman. Elissa was flustered and said the first thing that came to mind.

“Just so you know,” she said, pointing back toward the toilet. “That’s not my pube.”

Moments later, word came down that these bathrooms were now off limits. Extras were told to use the portable toilets across the parking lot. Elissa had found the line distinguishing us regular folk from the celebrities and crossed it with aplomb.

It's not every day you get to rub shoulders with the rich and famous. It's even more rare you get to watch them pretend to be you while you pretend to be yourself.

Night fell and it was time, finally, for the bands to do their thing. We returned to the hallway with our gear and started tuning our instruments. After so many hours spent pretending to have fun, the collective mood was a bit dour. There were three or four bands to either side of us, and the drummer in the group at the end of the hall was huffing and puffing, openly exhibiting the frustration I was doing my best to hide.

Malick appeared from nowhere. He looked unremarkable, like he could be someone’s dad or, with his jaunty cowboy hat and button-down work shirt, an off-duty birder. His presence imbued the set with a kinetic energy that was absent from the rest of the day. Malick and the fancy assistant director had a rapid-fire conversation, outlining the shot. Then, the assistant director informed a group of female extras—the women I was meant to frolic with—that it was time to take their tops off and dance, lending a surprise sheen of sleaze to the proceedings.

The crew set up a camera at one end of the hall and Malick followed Fassbender with a tracking shot. He walked down the line then pointed at one of the bands and told them to play. The band ripped into their song and the sonic vibrations shook me on a cellular level. Suddenly I was fully awake for the first time that day. The band stopped on a dime and Fassbender pointed at the next group, who launched into their track. This mansion, however beautiful, was not meant for soaring guitar riffs and pummeling drums. The sound echoed and reverberated, shredding my eardrums.

When Fassbender pointed at us, I watched Max and Elissa as I flailed at my bass. They were completely locked in, heads down, bringing all they had, playing as if we were still on tour with that famous Swedish rock band and in front of thousands of screaming people. For these few blissful minutes, I was captivated by the scene and overwhelmed by the power of cinema. Holy shit, I thought. I’m in a fucking Terrence Malick movie.

This moment of transcendence didn’t last long. The setup between takes was exhausting, and the crew took over an hour to reshoot the scene again, and again. As time wore on, I started to wonder if what we’d been asked to do was beyond the purview of background extras. I realized there was no mention of how, or even if, we’d be compensated if our music appeared in the film. I started to get the feeling we were being taken for a ride. My gloom was interrupted by chaos among the film crew. There was some sort of mutiny at the end of the hall. Word eventually circulated that the surly drummer had had enough. In a heroic act of defiance, he walked off set to get drunk at WINGZUP, a chicken restaurant in a nearby strip mall.

The scene ended, and after a couple more hours of standing around, we were carted back to the church. My last memory of the day is watching Rooney Mara walk across the parking lot with a guitar, probably outweighing her by several pounds, strapped across her back. After being bossed around all day, I was exhausted. Perhaps in some misguided attempt to reclaim my agency, I felt compelled to goad Max and Elissa into heckling the celebrity. But I realized how cruel this would be. In that moment, she wasn’t a star. She was just a woman walking to her car, alone, at night. There was no entourage, no fanfare, and, as I imagined it, she was going to her hotel room to do the same bullshit anyone does when they’re tired and their job has taken them far away from the ones they love.

Later, we were each mailed a check. My film worker friend told me that if the bands were featured extras, we should’ve been paid five times what we received. I was too caught up in the regular pace of life to confirm this.

The film was released to universal ridicule among our friend group. Most of the day’s footage—my blurry (alleged) appearance notwithstanding—didn’t make the final cut, leaving this “love story set against the Austin music scene” essentially bereft of Austin musicians.

Later still, the payment did something weird to my taxes and ate into my refund. Maybe we should’ve heckled Mara when we had the chance.

As I write this, Max is the co-owner of a music venue downtown, Elissa is a cadet firefighter, and I work in a library. They still live in Austin, but I’m across the country in Milwaukee. Our band broke up in 2019. I’m immensely proud of everything we did after our encounter with Terry Malick, but the future never again looked as bright as it did on the day we spent subjugated by his Hollywood film crew.

Song to Song ends with Mara and Gosling driving through downtown Austin in a convertible. The scene appears to be shot on one of Austin’s rare perfect spring days, and the streets are clear as the couple cruises along, smiling at each other with something approaching real tenderness, unencumbered by the fact they never accomplished their musical goals.

Malick reportedly does a lot of his writing in the editing bay, assembling storylines out of disparate pieces of footage. This means there are other potential endings to this movie. Perhaps there’s one where the lovers get their wish and become famous. Perhaps they lose each other on the way. Success can be much more damaging than failure.

I don’t think there’s a reality where my band became famous, but maybe we could have lived off our music: solidly midlevel, placing songs in movies and commercials and touring eight months out of the year. This was my dream. Maybe all it would’ve taken was meeting a music industry vampire like the one Fassbender portrays in the film.

But then, what would have become of us? Maybe we would have had more material success, more acclaim or whatever, but what compromises would it have taken to get there? Maybe Terry is onto something.

If I pull scenes from my most cherished memories, I can picture the three of us, cruising through downtown Austin in our touring vehicle (Max’s mom’s Ford Expedition), laughing at stupid jokes and blasting one of our friend’s bands on the stereo. The only difference between our drive and Mara and Gosling’s is that we’d be stuck in the reality of Austin’s traffic, moving along at a snail’s pace, surrounded by Teslas and Land Rovers as high rises and cranes tower above us. In this dream, the city is ugly but we remain beautiful. The credits roll and we end on a moment of limitless possibility.





Jeremy Steen

Jeremy Steen lives and writes in Milwaukee, Wisconsin. He has previously published work in New World Writing Quarterly, the Sublunary Review, the Racket, and Rejection Letters, among others. He is currently working on a novel.