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L.M. Kit Carson founded the USA Film Festival in 1970 for one reason: He needed a place to show his movie. Two years earlier, Carson and director Jim McBride had made David Holzman's Diary, a dazzling mockumentary starring Carson as a moviemaker determined to discover The Big Truth by capturing his own small, mundane life on film. David Holzman's Diary won the Mannheim International Film Festival in Germany, then went on to play in France at the Cannes International Film Festival. And then...nothing.

Carson had expected at least to gain entrance into the prestigious New York Film Festival, which was then the premier fest for oddball underground films not likely to play the big screen. But Carson and McBride were turned away from New York and were forced to find another home for their unwanted child. When they couldn't find one, Carson decided to build his own in Dallas, the city of his birth.

In 1970, Carson and Bill Jones, the late Southern Methodist University professor and caretaker of all things cinematic, opened the Screen Generation Film Festival, which exposed local moviegoers to films not yet playing here, among them Woodstock and Robert Altman's M*A*S*H. The fest drew more than 500 people; back then, it must have felt like a hundred thousand. By the time the 1970s ended, Kit Carson had gone to California, but the rechristened USA Film Festival remained dedicated to his desire to celebrate the very best films made in the United States by American-born filmmakers.

"Back in 1971, the organism started in Dallas with people who were kind of interested in movies but didn't know much about movies," Carson says from Los Angeles, where he is in the middle of finishing his film Bullfighter, a self-proclaimed "millennium western" shot in Del Rio. "There were no film fests in this country devoted to the American independent film. I said, 'There's no film festival for Marty Scorsese or Brian De Palma, so let's start one, because this stuff is happening and no one is saying this is happening.'"

By the decade's end, such films as Altman's The Long Goodbye, Alan J. Pakula's All the President's Men, Mel Frank's Prisoner of Second Avenue, Steven Spielberg's Sugarland Express, Dennis Hopper's The Last Movie, Ralph Bakshi's Fritz the Cat, Joan Micklin Silver's Hester Street, and Warren Beatty's Shampoo all had their regional premieres at the USA Film Festival, always with the filmmakers in attendance -- an original stipulation of the festival. And no less than such directorial legends as Frank Capra, William Wyler, George Cukor, King Vidor, George Stevens, and Raoul Walsh had come to Dallas to be honored with retrospectives of their immortal films.

If the USA Film Festival ranked below Cannes or Toronto or New York on the film-fest food chain, it appeared to be gobbling its way upward. Such were the heady days when even Richard Nixon took notice, sending Walsh a congratulatory telegram on his USA Film Festival tribute.

Fade out. Cut to 1989. Or 1993. Or 1999.

Cut to USA Film Festival schedules overflowing with low-rent, forgettable Hollywood product such as Shakes the Clown and Posse and Earth Girls Are Easy and Indian Summer. Cut to movies that are playing the festival days, or even hours, before they're released in theaters -- or, worse, are already on cable television, as was the case with this year's The Tic Code, a made-for-cable endeavor. Cut to screenings of the worst sort of Hollywood detritus -- say, Xanadu or Can't Stop the Music -- offered up under the apologetic heading of "Bad Movies We Love." Cut to a tribute to the likes of Dennis Quaid, with a screening of his direct-to-video latest. Cut to post-screening discussions with a very detached Christopher Walken mumbling on an AMC Glen Lakes stage. According to one source, the USAFF couldn't even land a Master Screen Artist last year.

If the USA Film Festival were a movie, someone might well be tempted to shout, "Focus! Focus!" from the theater seats. What was once such a proud and mighty film festival has, quite simply, become nothing more than just another wannabe player among several hundred other film festivals that have sprung up since the 1970s. At last count, there were more than 1,000 film fests worldwide -- from the biggest and best (Cannes, Toronto, Sundance, Telluride) to the celebrated regional fests (in Austin, Seattle, and San Francisco) to a gay-and-lesbian or African-American film fest coming to a town near you. The USA Film Festival ranks somewhere in the middle -- lost in the shuffle, adrift in more ways than one.

In fact, the USA Film Festival doesn't have an artistic director and hasn't since June, when Alonso Duralde left for another film-related job in Los Angeles. Yet the festival is a mere six months away. "I didn't know they didn't have an artistic director," Carson says, choking back an astonished laugh. "You've caught me off-guard on that one."

Duralde, who's still a consultant for the festival, insists that the USA Film Festival has done nothing more than grow and evolve to meet its audience's demands. He would argue -- vehemently -- that the USAFF is no less relevant today than it was in 1971. And he has a point: At its best, it still allows local audiences to see films that would otherwise skip town.

The festival, Duralde says, "is not about necessarily kissing L.A. ass. It's about the people of Dallas who support the festival, who join, and who attend the programs." And Kit Carson would agree, insisting that with growth comes inevitable change. After all, ours is a more movie-savvy culture than the one in which he founded the USAFF; what was avant-garde 30 years ago is familiar, even generic, by today's satellite-TV standards. Fact is, the father is no less proud of the child today than he was 28 years ago.

But in recent years the fest seems to have become just part of the scenery. And perhaps this was inevitable, with so much money and so many board members and so much red tape getting in the way of art. Maybe it was only a matter of time before the USAFF became too bloated, too boring for its own good. Nothing remains underground and unspoiled forever. Sooner or later, even the best intentions go bad. If you don't believe that, you didn't sit through the Suicide Kings screening two years ago.

But what then? What will fill the void left by the USAFF's mutation into a party-throwing, party-going event for the patrons who open their doors and their pocketbooks? Who will step forward to scratch the itch the USAFF can no longer reach, with its video-rental schedules full of leftovers and retreads?

Perhaps the answer lies in the Cowtown to the west, where the Fort Worth Film Festival begins its second year of existence in just a few days. Festival artistic director Dwight Greene likes to think of his fest as a "remedy" to the USAFF -- something more fun for the filmgoer and more useful for the filmmaker.

Or maybe it's at the Medallion 5 Theater, where lovers of Latino films will begin congregating this week for the Vistas Film Festival. Or maybe it's in Deep Ellum, where a longtime filmmaker and friend of cinema begins his own festival in November, with help from at least one familiar face.

It is not a little ironic that part of the five-day Deep Ellum Film Festival, set to begin November 10, will feature a tribute to festival founder Michael Cain's very good friend L.M. Kit Carson. There will even be a screening of David Holzman's Diary.

And so, the circle is complete. Or, it's disintegrated completely.

A Dallas Morning News headline, from April 15, 1973, read: "A Tale of Two Festivals." At the time, it seemed shocking to locals that this city warranted one film fest, much less two. In the words of the News' Philip Wuntch, writing back then: "Dallas [is] the incredulous owner of two film festivals," referring to the USA Film Festival and the upstart U.S. Film Festival, which screened similarly "avant" material, including Neil Young's laughable rock-you-drama Journey Through the Past. Apparently, there weren't many names available for film festivals back then.

Dallas didn't endure two fests for long: By 1974, the U.S. Film Festival was no longer around; the USAFF had the art-house crowd all to itself. And that's the way it has remained for 25 years, give or take a Dallas Gay and Lesbian Film Fest or the Dallas Video Festival, Bart Weiss' long-running annual event that often screens movies long before the USAFF. It's actually rather surprising, considering the demand for movies in Dallas, which ranks among the top five markets in the country with regard to per-screen grosses. Then again, Howard Stern's Private Parts raked in more money per screen here than in any other town in America. Maybe this city ain't exactly the film-fest crowd.

Only a decade ago, film festivals were these little oddities in exotic, faraway places: Park City, Utah; Telluride, Colorado; Cannes, France. Then, writer-director Steven Soderbergh brought his sex, lies, and videotape to Park City, and suddenly, Sundance was the ship that launched a thousand rowboats. Independent films became the hot commodity; Miramax started playing ball with Hollywood's big boys; and magazines such as Premiere and Entertainment Weekly began covering film fests the way Time and Newsweek report on presidential campaigns.

Tom Copeland, head of the Texas Film Commission, estimates that in Texas alone, there are nearly two dozen such events in cities such as San Antonio and Houston. Austin -- with its burgeoning community of local filmmakers such as Richard Linklater (Slacker), Robert Rodriguez (El Mariachi), and Beavis and Butt-head creator Mike Judge and stars such as Sandra Bullock taking up residence there -- has the South by Southwest Film Festival, held each March, and the Austin Film Festival, which just finished its weeklong run. To say those fests, ranked among the best in the country, have a contentious relationship with each other is an understatement. Last week, the Austin Film Society -- whose artistic director is Linklater, and whose board of directors has included SXSW co-director and Austin Chronicle editor Louis Black -- screened Soderbergh's The Limey, with Soderbergh in attendance, during the Austin Film Festival, much to the AFF directors' chagrin.

Every Texas fest is looking for the next Linklater or Rodriguez to call its own -- a native son who will win the lottery, make a big-budget Hollywood movie, and credit it all to Your Festival's Name Here.

Ironically, despite the boom in film fests statewide, film production in Texas is at an all-time low, in large part because filmmakers are taking their business to Canada, where the government is offering tax breaks to production companies willing to shoot in the Great White North. So far this year, only 17 films and television shows have been shot in Texas -- a figure that is down nearly 50 percent from last year.

Still, the decline in Texas-based filmmaking hasn't stopped the likes of Rita Meno, executive director of the Vistas Film Festival, from beginning her Latino-themed fest, which opens October 14 at the Medallion 5 with the Dallas premiere of Luminarias (see page 48). And it hasn't stopped Michael Cain of the Deep Ellum Film Festival. And it hasn't stopped Dwight Greene and Michael Price of the Fort Worth Film Festival.

As far as they are concerned, there are still plenty of films to go around -- and plenty of people willing to see them.

Organizers of both the Fort Worth Film Festival and the Deep Ellum Film Festival talk about the importance of giving local filmmakers a place to show their wares, a place to meet struggling artists with whom they can share their experiences, and a place to celebrate the independent spirit. And they insist they exist to complement the USAFF, not to compete with the longstanding event. Indeed, they offer a one-big-happy-family picture. Hey, this ain't Austin.

Still, Cain says that when he first conceived of the Deep Ellum Film Festival, he was warned by some friends in the local film community to watch his back. Be careful, they told him, the USA Film Festival people will find you threatening. But he now insists that wasn't at all the case. Cain says the USAFF folks were in fact very kind and supportive, claiming that what's good for one is good for all.

"Dallas has a thriving film community, and the USA Film Festival has served them, but options are good," says former USAFF artistic director Alonso Duralde. "Last year I worked with Fort Worth in handling technical questions, and I am sure the USA Film Festival will be supportive of the organizations."

Whether that attitude exists after November remains to be seen. And in the words of Chris Gore, editor of Film Threat magazine and author of the just-published The Ultimate Film Festival Guide, never trust a film festival until it has celebrated its fifth birthday. Till then, it's not potty trained. As Duralde reminds, "There have been festivals in the past that have shown up and burned bright and disappeared."

But if Cain pulls it off, the Deep Ellum Film Festival could well become what the USA Film Festival once was, only more culturally diverse: As its Web site insists, DEFF intends to show a week's worth of programming devoted to "uniting, celebrating, and cultivating the best of American and Latino independent film." (The USAFF never mentioned Latino or African-American film in its mission statement. According to its 1972 program, Carson and Jones insisted that "the one category for this festival is The Movie," with no separate divisions for, say, The Experimental Movie or The 16mm Musical Pirate Movie.)

The DEFF -- which will be held at the Lakewood Theatre, the Deep Ellum Center for the Arts, and various Deep Ellum rooftops -- has yet to hold a single function. (There is a fund-raiser on October 14 -- a screening of the digital print of Shakespeare in Love at the Lakewood.) But already Cain has lined up assistance from such movie-biz and indie-film luminaries as One False Move director Carl Franklin, Warner Bros. vice president Chris de Faria, and South Park executive producer Anne Garafino -- all of whom are scheduled to attend the festival. Those connections are the result of the decade Cain spent in L.A., working as location manager on One False Move, as production van driver on the Coen Brothers' The Big Lebowski, and as executive producer on a number of B-movies. He moved back to Dallas last October after learning his father was ill with cancer.

Right now, Cain expects to screen 40 films, perhaps eight of which will be locally produced features -- but it's still a tentative lineup. He insists he won't screen Dallas-made films just because they're homegrown: "I don't mean to be cold-blooded," he says, "but if you're going to earn respect, that's how you have to look at it -- by presenting the best."

Carson says he has lent his support to Cain's festival because he believes in his old friend from L.A., not because he's taking sides against the festival he founded. After all, Carson says, short films that win competition at the USAFF are eligible for consideration come Oscar time. The Deep Ellum Film Festival is, for now, nothing more than a celebration of movies as serious, deep-felt art.

Cain, of course, would agree. To him, the DEFF is almost an homage to what the USAFF began; it's not an enemy, but a comrade in arms. "When you come in, you see who's been doing it forever, then you see what you want to be like and how you want to be different," he says. "I take my hat off to anyone who does a film festival. It's a huge task. With the USA Film Festival, they've broken some ground for us. They've created a pool of people who like to go to film fests. It's the same with Vistas -- Rita is doing an amazing job. But it's hard any time you start up. You look and learn and then discard and do your own thing."

The Fort Worth Film Festival's tale is a familiar one along the film-fest trail: Fort Worth Star-Telegram obituaries editor Dwight Greene had made a film, Ramming Speed, gotten it shown at the USA Film Festival, then found he had no place to go after that. So one day he called up his old buddy Mike Price, former Star-Telegram film critic, and the two figured they'd start their own shindig in Fort Worth. This, despite the fact that art-house films rarely open in that town and, when they do play, do historically bad box office. According to one local film publicist, a movie that does $2,000 worth of weekend business in Dallas will make one-tenth that amount in Fort Worth.

That didn't deter Greene and Price: Last year, they debuted their festival in theaters throughout that city's revitalized downtown. And they made their mark rather quickly by debuting Rushmore, the second feature from homegrowns Wes Anderson and Owen Wilson. The best the USA Film Festival could come up with last April was Kathy Bates' tepid directorial debut Dash and Lilly, which was made for the A&E cable network.

Greene says last year's schedule featured 83 films -- which, he admits, "was insane for our first time out." This year, the festival will debut two wide-release films, both from Fine Line Pictures; each of the films, Tumbleweeds and Man of the Century, will open in Dallas in the near future. But the main attraction is the appearance of Gregory Peck, who will perform his one-man show October 21 at Bass Hall and briefly attend the festival's retrospective of his work, which will include screenings of The Omen, The Gunfighter, Twelve O'Clock High, Roman Holiday, The Guns of Navarone, and To Kill a Mockingbird. Greene also says several Mockingbird cast members, among them Brock Peters and Mary Badham, will attend two screenings of the film and stick around for Q&A sessions with audience members. Peck is not expected to be present for those events. Perhaps he had enough of such things when he was honored by the USA Film Festival -- 25 years ago.

Unlike the USA Film Festival, the Fort Worth folks are trying to turn their event into what movie-bizzers like to call a "working festival." That means there will be workshops and panels during the day to educate the struggling young filmmaker about such things as distribution, production, and promotion. The USAFF has no such events.

Nevertheless, the FWFF -- which employs the theme "Go West," in keeping with its Cowtown roots -- is still in its infancy, a baby learning how to crawl.

Two weeks before the festival was set to open, its schedule had not been finalized, surely the mark of amateurs trying to figure out what the hell they're doing. As of last week, the festival's Web site was still offering visitors a chance to vote on the Western-themed films they would like to see at the festival, with choices ranging from The Alamo to Raising Arizona and Wes Anderson's Bottle Rocket. And, as another indication of how tiny the festival still is, several local publicists for some of Hollywood's biggest movie studios had no idea the thing still existed.

"We're small," Greene admits. "We have to take it step by step. We're learning the ropes and want people to have a good time; we want the festival to be educational as well as fun. I went to Cannes last year -- we promoted out there -- and I did it on my own, because Fort Worth is new to the film-festival thing, and not too many people drive to Dallas for the USA Film Festival from here."

Chris Gore and Tom Copeland, among so many others, say the same thing: There are simply too damned many film festivals to go around, too many events looking to share the same piece of leftover cake. Dwight Greene, of course, scoffs at the notion, insisting that's like saying there are too many libraries or museums.

But Copeland says his Texas Film Commission spends most of its festival budget on the Austin Film Festival and SXSW, since they are working film festivals. The film commission gives only a nominal amount of money to the USA Film Festival, taking out an ad in the fest's program.

"South by Southwest is where working-class people go," Copeland says. "It's not about bringing in the socialites of Dallas. When you go to South by Southwest, you're getting the real independent filmmakers, where the USA Film Festival is a social event where you bring in Christopher Walken. Nothing wrong with that, but for the independent filmmaker, I don't see what it does."

Copeland has been in contact with both the Fort Worth Film Festival and the Deep Ellum Film Festival, offering as much support and advice as time and money allow. But he's taking a wait-and-see attitude toward both endeavors. After all, he cautions, in his 16 years at the film commission, he has seen many Texas film festivals come and go. "The market," he adds, "is fairly saturated."

Chris Gore echoes Copeland's sentiment -- deafeningly so. Gore has spent 12 years living on the festival circuit, at first as an interloper, then as an invited guest. As such, he has become something of a festival connoisseur, rating hundreds of them in his book. In both his guide and Adam Langer's The Film Festival Guide, published last year, SXSW ranks among the top 10 fests in the world -- while the USAFF rates only cursory mentions in both.

Gore insists it's not possible to judge a festival until it has a full-time staff working year-round to find new films and discover new filmmakers worth inviting to their events. Until then, it's just wishful thinking -- the pet project of a disgruntled dilettante who, more than likely, couldn't get his own movie into a festival and decided to start his own. (Sounds familiar.)

"A lot of these upstart festivals I don't take seriously," Gore says. "If I were a filmmaker, I would take a hard look at them, because they don't have the infrastructure to help you. They're trying to figure out how to run a festival."

Before anyone rushes to praise the Deep Ellum or Fort Worth festivals, before we bestow upon them the status of Next Big Thing, keep in mind that many of the films that will play those two events have long been available on video or DVD and, in so many cases, have played the USAFF. (Or, in the case of Wadd: The John Holmes Story, the Dallas Video Festival and the USAFF.) Then again, maybe the only way to be judged is on how well you recycle yesterday's movies -- while waiting for Sundance, Cannes, or Toronto to hand down their award-winners and, too often, their castoffs.

Perhaps the worst thing about the glut of fests is how filmmakers whose films have no business playing in public keep getting invited to such events, if only to fill that "local filmmaker" quota and a little space on the schedule. Several metroplex-made films scheduled to play Fort Worth have already appeared at the USAFF -- and, for that matter, at the Dallas Video Festival. And while some are sincere ventures -- among them Matt Trotter's short film Dreamcatcher, about a boy who dreams of escaping his abusive father and meek mother -- most are the worst sort of home movies.

Among the films playing Fort Worth this year is a 40-minute film titled New Kansas, made by local filmmakers Clint and Terry Hughes. Billed as "Goodfellas meets The Wizard of Oz," the direct-to-video effort is an absurd exercise in egomania for all concerned -- the filmmakers and star Jimmy Costello, whose acting consists of sweating beneath a tank top and speaking in a Bronx whisper. It has the production values of a porn film, which it so desperately wants to be.

But for every vanity project, there is a filmmaker who just wants to get his or her movie shown, if only to a roomful of film fetishists who live in the dark. Take Fort Worth filmmaker Danny DeLoach, whose quirky, funny eight-minute movie New Clear Farm will play the hometown festival. Without fests, his film would be nothing more than a home movie to show friends and family. He knows it too, and he's grateful for the opportunity to screen New Clear Farm wherever and whenever he can.

Fact is, filmmakers such as DeLoach embody the very best of the so-called "independent spirit" festivals claim to celebrate, even when they're nothing more than excuses to throw parties with famous people.

"I've made three shorts, and I just hope they will convince someone I'm not a complete idiot with a camera so they might give me money to make a feature," says the soft-spoken DeLoach. "It'd be nice. And if it doesn't happen, I see myself working at Sears selling washers and dryers, hoping to make enough money to make a short film every now and then. I don't think I am destined for Hollywood greatness. Maybe that's because I am a happy pessimist."

Danny DeLoach is one reason they keep having film festivals. And he is the reason people keep going.

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