The Fascinating Way Fall Transformed Its R-Rating To PG-13 Using Deepfake Tech

Scott Mann's film "Fall," due in theaters this week, is about two young women (Virginia Gardner and Grace Caroline Currey) who become stranded at the very top of an abandoned 2,000-foot tall radio tower in the middle of the desert. The two characters climb to the top of the tower to scatter the ashes of a beloved late husband when their ladder breaks off and they get stuck. There are likely some acrophobes already having panic attacks reading this very premise. 

For a little context, 2,000 feet is about the height of some of the peaks in the Adirondacks. At sea level, oxygen saturation is at about 20.9%. At 2,000 feet up, it's at 19.4%, so one will have the slightest trouble drawing breath. Just for trivia's sake: Mt. Everest, at about 29,000 feet and has a saturation level of about 6.9%.

As one might imagine, the characters in "Fall," in staring down an enormous drop, find themselves panicking a lot. In so doing, Currey and Gardner let fly any number of colorful obscenities, improvising their fear. "Fall," operating on a tiny budget of only $3 million, had just enough time and the resources to shoot the film on a schedule and bring it back to the lab for editing. Because of the strict rules of the MPA rating systems, however, "Fall" was going to receive an R-rating, merely for its repeated used of the f-word. That meant kids under 17 wouldn't be allowed to see it without a guardian accompanying them, thus taking a chunk out of the box office.

In order to cover up the f-bombs and secure a coveted PG-13 rating, Scott Mann hired a special AI firm called Flawless to transform the cussing into something more innocuous.


Flawless, as described in Variety, originally pioneered its AI facial mapping technology — called TrueSync — as a means to digitally alter actors' mouth for purposes of dubbing into other languages. The idea was to match the actors' mouths — and facial expressions — to match another actor's vocal performance. Flawless calls the process "vubbing." There are examples of the process on their website, where Tom Cruise and Jack Nicholson can be seen conversing in French or where Forrest Gump is speaking Japanese. 

For dubbing purposes, Flawless' process is hardly flawless. It's a fun technological experiment, but one can still tell that Jack Nicholson was not actually speaking French. As this type of deepfake technology grows more sophisticated over time, perhaps Flawless' vubbing process may eventually stand in for ordinary international dubbing. For now, the company might be better suited to the work they did on "Fall." That is: Finding where the actresses said cuss words, and altered their faces and vocals to soften their language. 

When asked by Variety, Gardner admits that she wasn't so concerned with the film's rating and did indeed say the f-word a lot, eventually understanding it would be a headache for editors attempting to gain a PG-13 rating from the MPA. Currey, meanwhile, admitted that she couldn't tell if any of her own performance had been dubbed or deepfaked. 

The cost of reshoots

While reshoots are common for large-budget studio fare — some of those Marvel movies are being worked on up until the last minute — reshooting in the Shadow Mountains out in the Mojave Desert of California proved to be prohibitively expensive for a tiny production like "Fall." The filmmakers were simply not able to reshoot any footage without taking multiple extra months and spending millions of extra dollars. 

Mann's only recourse was to use special effects and clever dubbing on the footage he already had. According to the filmmaker, the additional deepfake "reshoots" only took an additional two weeks. 

The PG-13 rating has been widely coveted in the American film marketplace for its relatively newly held association with broadly appealing, four-quadrant entertainments. Most of the biggest genre blockbusters bear a PG-13 rating. Back in 2015, The Wrap did a box office study, exploring the financial earnings of films with different ratings, finding that the year's 66 PG-13-rated movies grossed a whopping collective of $5.2 billion. 2015's 59 R-rated movies only grossed $2.5 billion on comparison. Despite being a seven-year-old study, many of those trends and attitudes have persisted. Mann likely knew this, hence why he was willing to erase a few casual uses of the f-word in "Fall." 

"Fall" will be release on August 12, 2022 and has been rated PG-13 for "bloody images, intense peril and strong language."