Freaked At 30: A Look Back At Alex Winter And Tom Stern's Cult Classic Comedy

From box office disaster to seminal '90s cult classic, "Freaked" has had one hell of a wild ride. A subversive comedy about an arrogant actor who crosses paths with a malevolent sideshow operator and becomes part of his troupe (courtesy of some nasty goo called Zygrot 24), "Freaked" is built on a throne of grotesque practical effects and absurdist humor. Although it was initially regarded with a great deal of promise by the 20th Century Fox executive who greenlit it, a studio shakeup that resulted in his ousting saw "Freaked" effectively shelved. It had its post-production budget slashed and was given a barebones theatrical release, dooming it to financial failure. But this little freakshow-that-could surpassed all expectations, eventually becoming a cult classic once it hit cable television, finally finding the audiences that would appreciate it for all its twisted charm. This is the weird, rollercoaster journey of "Freaked," to celebrate the 30th anniversary of its release.

For those who didn't spend a significant part of the 1990s watching "Freaked" on cable, the film revolves around the character of Ricky Coogan (Alex Winter), a spoiled former child actor who is in talks to take a big paycheck in exchange for providing a celebrity endorsement for the shady E.E.S. (Everything Except Shoes) corporation. They're developing a new chemical compound — Zygrot 24 — to be used in fertilizer which, predictably, is incredibly toxic and will cause untold environmental damage. Coogan doesn't particularly care, though, as long as the check doesn't bounce. He heads to their headquarters in South America, only to run afoul of the malevolent owner of Freek Land, Elijah C. Skuggs (Randy Quaid), who uses Zygrot 24 to turn Coogan and his friends (played by Michael Stoyanov and Megan Ward) into the latest, monstrous members of his sideshow. Together with the rest of the other freaks, they have to figure out a way to steal the antidote and escape from Skuggs if they have any hope of returning to their normal lives.

Where it all began

By the time "Freaked" was in its pre-production phase, directors Alex Winter and Tom Stern had been working together for quite some time. They had both studied film at NYU, and developed several short films that honed their creative talents. "Our sensibilities were underground art world and underground rock and roll," Stern said in an interview with Nerdist. "We went to NYU which had this reputation of being more pretentious than USC where you'd go to make Spielberg or Hollywood movies. But we were coming out of that world, and there was this big underground rock scene there which is where we knew Butthole Surfers and bands like Black Flag and the Meat Puppets."

In 1991, they created the MTV comedy series "The Idiot Box" alongside Tim Burns, which featured a similar surrealist sense of humor to the one "Freaked" would later be known for. When they started coming up with an idea for the next film they wanted to make together, part of their inspiration came from a feeling of discontent about the state of the industry, and a desire to stay true to their unique creative sensibility rather than what Hollywood might want them to do. Especially since Alex Winter was coming off the success of "Bill and Ted's Excellent Adventure," there was a sense that they would pursue that same style of slightly off-the-wall but still commercially acceptable comedy.

Pitching and pitching and pitching

"We were pretty disillusioned and we were thinking, 'Do we want to make this kind of movie? What do we really want to do?' So we decided to try to make something that really went for it and did not try to kowtow to commercialism, to just do something crazy that we wanted to see," Stern explained in an interview with Nerdist. With their success on "The Idiot Box" and Alex Winter's growing clout as an actor fresh off the cultural phenomenon of "Bill and Ted," the two filmmakers were in a position to pitch their passion project to studios.

And pitch it they did. Again. And again. And again. But for some reason, they got not a single bite. In fairness, their original concept was even further outside the box than what the finished film actually became. "Freaked" began life as "Hideous Mutant Freekz," what Winter described on the Junk Food Dinner podcast as "a $200,000 Butthole [Surfers] vehicle ... 'Evil Dead 2' meets a Butthole show." Unlike "Freaked," which blends elements of comedy and body horror, "Hideous Mutant Freekz" would have leaned far more towards ultra-violence. "We basically thought it would be a Butthole Surfers musical, so there would be Elijah the mad scientist, and his children would be the Butthole Surfers. We brainstormed up this crazy X-rated R-comedy art film kind of thing," Tom Stern told Nerdist. But it was not to be. Every studio they pitched it to passed on the initial concept, assuming — perhaps rightfully so — that it would be a tough sell for audiences. Winter went on to acknowledge in the same interview with Junk Food Dinner, "We couldn't sell it, unsurprisingly ... I don't think anyone would have seen the movie we were writing."

A new approach

So eventually, they shifted gears. They realized that if they wanted to get this film made at all, they would need to come up with a concept that was a little more palatable to general audiences, and smoothed out some of its sharper edges. "We said, screw it, why don't we make it into more of a PG-13 comedy, keep the cult core elements that were derived from Zap Comix and Robert Williams, R. Crumb, Mad Magazine, the kind of stuff that we like, and tone it down a little," Winter told the Austin Chronicle. They got to work creating a new vision of their original concept, and it finally found a champion in 20th Century Fox's Joe Roth. (Remember that name: He will become important later.)

Admittedly, Roth was more of a fan of their work on "The Idiot Box" than he was of the script they initially turned in, but he saw enough potential in Winter and Stern to greenlight their project. Winter described their gambit in convincing Roth to take on the project in an interview with IndieWire: "[Roth] was doing mainstream movies but he was also doing cool stuff like 'Naked Lunch' and 'Barton Fink' and he knew what we were after. It wasn't one of those things where we just lied to him, other than we did a little. We were like, 'Well, I'm going to be in it and Keanu's going to be in it' and they were like, 'Oh, Bill and Ted!' and we were like 'Yeah, kinda.' But we didn't have a movie. All we had was this Buttholes script and we had a night to come up with the movie. There was no script, we just had an idea: let's make a mainstream comedy with freaks, just like 'Bill & Ted' but not at all."

Off to the races

Thus, "Freaked" was born. (Or rather, "Hideous Mutant Freekz," as it was known at the time — that title lingered well into production, and there was even an E! "Behind the Scenes" making-of special that referred to it by that name). They were given $12 million to make the film, far beyond what they originally envisioned for their ultra-low budget project, but those funds would become incredibly necessary due to the extensive practical effects required for "Freaked." Still, although this was much more money than they'd had at their disposal during previous projects, it was a modest budget by Hollywood standards — something Winter believed worked to their advantage. "Because we were given so little money we were basically given complete creative freedom. It was a very liberating experience for us. We basically got to — provided we didn't mind not being able to eat or clothe ourselves — we were able to really run rampant," he told Nerdist.

For their team of freaks, they largely assembled a cast filled with actors they'd worked with in the past. Some had worked with them on their previous collaboration, "The Idiot Box," like Lee Arenberg, who played The Eternal Flame. Others had been regulars in Winter's short films, including John Hawkes, who had starred in "Bar-B-Que Movie," an 11-minute spoof of "The Texas Chain Saw Massacre" that also featured the Butthole Surfers. A number of other cast members were part of the Actors' Gang, a theater group based out of Culver City, California, which Winter was already familiar with. But although this was an oddball little project with two fairly green directors who were then just making their feature-length debut, there were many actors who were eager to be a part of it.

Assembling the freaks

"There were so many people in it. Who didn't want to be a part of it?!" William Sadler remembered in an interview with The Hollywood News. Sadler had previously worked with Winter in the "Bill and Ted" films, where he famously played Death, and happily returned for "Freaked" to take on the role of Dick Brian, a suit in cahoots with Skuggs.

Megan Ward, who played Julie, an environmental activist who is turned into a conjoined twin with Ernie, spoke glowingly of the project in a 2011 interview with Bullz-Eye.com. "That is one of my favorite jobs ever ... There's so much to quote, and the more you watch it, the more inside things you see. It's a cool flick, it really is." She also had fond reminiscences of Winter, Stern, and their co-writer Tim Burns on set, as they engaged in a free-wheeling creative process. "They had to keep topping themselves, basically. You know, grossing themselves out more, or coming up with more random, odd jokes. It was really fun."

The list of popular comedians and actors involved in the project goes on and on. They had Bobcat Goldthwait as Sockhead, who is essentially a human body with a gym sock for a head sticking out of its neckhole. There are appearances from Brooke Shields, Morgan Fairchild, and Mr. T — even Keanu Reeves, who has an unrecognizable (and uncredited) turn as Ortiz the Dog Boy.

Finding their Skuggs

But the biggest role they had to fill was that of the film's main villain, a manic freakshow owner called Elijah C. Skuggs. Winter and Stern went through a number of possible actors, including Oliver Reed, George C. Scott, and Rip Torn. Reed was nixed by the studio because he had a rider in his contract that stipulated he could drink whenever he wanted, something executives clearly saw as a recipe for disaster. Scott was similarly removed from consideration, because he was considered uninsurable at the time — Winter jokingly speculated that it was probably because he insulted a studio executive at one point or another. 

Finally, they landed on Randy Quaid, a quirky character actor who at that point was best known for his brief tenure on "Saturday Night Live" and his role as Cousin Eddie in the "Vacation" franchise. Quaid took to the role immediately, referring to the character on the E! "Behind the Scenes" special as "a cross between Colonel Sanders and Dr. Frankenstein." He went on to discuss what made Skuggs so appealing to him, saying "I've always wanted to play a mad scientist, and I've always wanted to play an evangelist, and he seemed to me to have kind of both of these qualities. I've never played a character, I don't think, this broad on screen before. He's one of these characters you can go a long way with without going over the top. You have a lot of room to play there."

Practical effects

With the cast in place, they were ready to begin shooting. But there was still the matter of the amount of ambitious practical effects work they were taking on in turning a cast full of actors into monsters. But this, again, worked to the film's advantage, since the challenge caught the attention of special effects artists in Hollywood. "They wanted to take part in something that was so analog, that was so focused on in-camera, hard makeup effects, all prosthetics, and it was pre-heavy CG. But we were still very intent on this kind of handmade approach to the effects which was appealing to a lot of big effects guys in town," Winters explained to Nerdist.

But getting people on board with the concept and actually making complicated monster apparatuses work on set were two different things. Most of the cast committed to long hours in the makeup chair, with Derek McGrath — who played the Worm — confirming that it took two hours just for them to attach the facial prosthetics. Winter recalls Keanu Reeves as having the most complicated process of getting turned into the Dog Boy. Each hair had to be individually glued onto his face, with Reeves reportedly sitting for four hours in a zen state — and it certainly didn't help matters that the film shoot took place in Los Angeles during the middle of the summer.

For Winter himself, who spent a good deal of the film shoot also transformed into the monster version of Ricky, the prosthetics work was something he was used to after appearing as a vampire in "The Lost Boys." But his willingness to spend hours having heavy creature makeup applied and the practical implications of doing that resulted in some significant challenges. Eventually, the time it took for him to have the prosthetics applied and taken off began to cut into his ability to do other things — namely, sleep. Between the seven hours it took in the makeup chair and 12 hours on set, it left him with very little time in the day. Eventually, he made the decision to stop having them removed after a shoot, keeping his Ricky makeup on for up to five days at a time.

Impractical effects

So much of what happened on the set of "Freaked" was made up as they went along. "We used to get into horrendous fights with production design and makeup," Winter remembered in a conversation with Junk Food Dinner. "It was really fricking complicated! We had a long-running feud over whether the Worm would ever walk. We have one great high shot of him walking away trying to convince Rick to join the ranks." From restructuring RC components and custom-building their own monster rigs to developing incredibly involved facial prosthetics, everyone was working at the top of their game. It was an "insane braintrust of creativity," as Winter phrased it.

But that didn't mean it was without its complications. Encasing actors in giant, cobbled-together mechanical suits meant that their hearing was impaired, and the only way of communicating was through receivers inside their costumes — receivers that didn't always work. "It can be frustrating at times when you feel like you're really doing the scene well and then one of the monster's radios will malfunction," Quaid recalled in the E! "Behind the Scenes" special. The technical limitations of the production sometimes caused brief problems, but for the most part, it seemed like everyone was energized by the challenges they faced. "Just [to] work with these people all day, every day, it was an incredible set to be on because in that way it was a freak show of, like, anyone who was doing interesting stuff in L.A.," Winter said to Nerdist.

When Mr. T has had enough

Still, as with any production, sometimes things go awry. For "Freaked," it was the fact that Mr. T — who was playing the Bearded Lady — grew frustrated with the role and disappeared from the set, requiring them to use body doubles and Lee Arenberg's Mr. T impression in ADR to finish the film. "[It was] definitely a taking the piss out of yourself role and after a while it got to him," Winter explained to Junk Food Dinner. "[Mr. T] was really a great sport all the way through the shoot and about a week before he was done he just had too much crossdressing. He's a pretty macho guy and was a really good sport until he wasn't ... He didn't have a fight with any of us, he just vanished," he elaborated in a conversation with IndieWire.

But at the end of the day, they were able to pull things together and wrap up production, a little battered and bruised but excited at what they were able to create. In the lead-up to the release of "Freaked," 20th Century Fox had done a pretty significant promotional push, anticipating the cult appeal of the film. There were action figures made and a comic book line had been commissioned to pick up where the movie left off. There was every indication that they expected the quirky creature feature to take off, especially among younger audiences who were its target demographic.

Then the bottom fell out.

Goodbye Joe Roth, hello Peter Chernin

Actress Megan Ward had nothing but praise for Fox head Joe Roth, crediting him with being a supportive shepherd of the film throughout its production process in her conversation with Bullz-Eye.com. "[It was] so cool, because he's so cool. He has a sense of humor ... but the problem was is that he wasn't there when we were finishing it."

Roth, who had been such a fervent champion of their work on the film, was fired from 20th Century Fox. "It was devastating," Stern told Nerdist. "Joe Roth was a huge fan of the film, he was ready to give us more money. This was really a film that they thought they were going to make money with. We were working on the edits and started to get our list of songs together for the soundtrack. But then he was gone." In his place was Peter Chernin, a studio executive who was, shall we say, less enthused about the project. It makes sense that any incoming higher-up at 20th Century Fox would want to take a close look at the projects already in the pipeline, eager to make their own mark on the studio's slate and also to minimize any damage from their predecessors. It was immediately clear that Chernin was not a fan of "Freaked."

On his very first day, they held a test screening of the film — one that didn't go particularly well, as Tom Stern recalls. "It was a disaster. Everyone's throwing popcorn and drink cups and not paying attention to the movie. It was not a good screening and that was Peter Chernin's first day and he was like, 'You know what, I'm not releasing this movie.'"

When things fall apart

When they found out about the changing of the guard over at 20th Century Fox, both Stern and Winter could see the writing on the wall, even if the studio was still outwardly optimistic about the film. "Some of the people who told us were like, 'Oh, it's just a little bump in the road.' But I remember thinking, 'Oh, we're totally f***ed.' Like, now the grown-ups are going to come in, and they're going to realize we made this $12 million counter-cultural, rock & roll, punk rock movie with snot-oozing freakazoids and they're going to s*** the bed. And that is exactly what happened," Winter added while discussing the situation with Nerdist.

Was "Freaked" targeted for being an objectively weird, hard-to-sell film that had the potential to terrify distributors, or was this simply business as usual? Probably a little of column A, a little of column B. Winter, with years worth of hindsight, was magnanimous with Junk Food Dinner about what ultimately happened to the film. "It wasn't so much like the guys who came in were these sort of evil villains that staunchly said, 'We're going to screw your movie.' I'm not even sure how much we were on their radar, to be honest with you. We're just another movie on the previous slate and they looked at it and it made no sense to them whatsoever."

The smallest promotional tour in the world

The cuts came fast and hard. Their budget was slashed, leaving them little money for their ambitious post-production process. Worst of all, their theatrical release was pared down to basically nothing, along with their advertising budget — when the film finally hit theaters, it ended up premiering on just two screens, ultimately making about $30,000. To call its release a disappointment is understating things by several orders of magnitude.

But perhaps the most frustrating element of all of this is the fact that the audiences who did see the final product fell in love with it. "Freaked" was featured in the Midnight Madness program at the Toronto International Film Festival, where it earned rave reviews and great word-of-mouth press. Since 20th Century Fox had effectively washed its hands of the film, however, much of the promotion was left up to Tom Stern and Alex Winter. They became a two-man advertising team, putting in the legwork to get it shown at individual theaters and running around town with, Winter claims, one poster and one print that they would have to collect from the theater afterward to keep the whole thing going.

There was an immediate appetite for the film, but in the analog days of the 1990s, it was hard to maintain any momentum. "We had instant affirmation, it was a huge hit at Toronto, we got fantastic reviews and at that point, every repertory house all over the world wanted to show it. So it was an immediate cult hit, the problem was that it wasn't the age of DVDs yet so it was hard to sustain it," Winter explained to IndieWire. "It would happen in bursts, we were all over the world with it the year after we made it."

The cult legacy of Freaked

It wasn't until the film became available to watch on cable — which is where many '90s kids discovered it in the first place — that the film's popularity began to coalesce. Megan Ward explained its appeal to Bullz-Eye.com, saying, "The thing is, it's not for the uninitiated, it's definitely the kind of material you've got to be down for, you gotta be really into it, because jokes go over most people's heads — they don't get it. But if you're into these off-the-beaten-path, sort of obscure humor [types of films], it's a gem. A total find."

Do Tom Stern and Alex Winter have any regrets about the way that "Freaked" entered the world? Maybe some. Stern acknowledges that it was a tough experience for him to go through while it was happening, the disappointment of having poured so much energy into something that was essentially being abandoned led him to struggle with feelings of depression. Winter regrets the fact that they didn't get to finish the production the way they would have wanted to. As he mentioned to Junk Food Dinner, "The hardest part about it was not being able to make a soundtrack, because we had Iggy Pop, because we had Motorhead, because we had the Red Hot Chili Peppers. That was a bummer." Looking back, it's certainly a "what might have been" moment for the two of them as directors: Had the film gotten a traditional theatrical release, it likely would have put them on the map, leading to bigger opportunities in Hollywood.

But at the same time, there's a lot to be grateful for — the fact that the film got made at all, for example. "Looking back on it, we were just damn lucky that we were through the bulk of post when that happened. Because all I care about is that we made the damn movie ... If the chairman had left six months earlier we wouldn't have finished the movie," Winter said. In a way, the journey of "Freaked" to cult status is entirely fitting with its bizarre, subversive nature. Maybe this was never meant to be a major studio release, but a strange little indie film that audiences had to discover. "The transition back in the day was sort of watching it go from something that started as a very small grassroots thing to blowing up into this big Hollywood thing, to it basically going back to being what we originally had in mind," he told Nerdist. The path may not have been as smooth as they had originally envisioned, but it's hard to imagine a more appropriate long-term success story for such a film.