WHAT the heck? 

At WHAT Films, Judson Vaughn thinks he can change the film industry -- and maybe the world

In 1993, Judson Vaughn had left the family farm in Alabama and settled in Atlanta, where he leased an old bakery on Northside Drive. He swept out the flour, cleaned out the cookie dough and hung a shingle that read "WHAT Films."

WHAT is a convenient if somewhat grammatically unwieldy acronym for Warehouse Actors Theater. It isn't a theater, though. There are no plays staged here, no season tickets to sell, no reviews to fret about. There is just Vaughn -- a retired character actor who still gets residual checks from movies he's appeared in -- and his students.

Vaughn's years in Hollywood convinced him that the modern way of making movies was ludicrous. A studio invests $100 million in a film based on nothing more than a flimsy script and the promise of a few stars, then sits back and prays for a big opening weekend. And Hollywood was supposed to be a business? Where was the market analysis? Where was the product testing? Art, shmart. To Vaughn, a movie was first and foremost an investment.

"Anyone who makes art and forgets that art is ultimately commerce cheats the audience," he says. Not to mention the investor.

Vaughn had taken other lessons from Hollywood. First, that word-of-mouth means more than any positive review ever will. Second, that saying no to a role only makes the director want you more. Vaughn decided he wouldn't advertise WHAT but rely on buzz alone. And when prospective customers dropped by, he wouldn't take their money unless they first went through an intensive one-on-one interview with him. He'd ask them not about acting, but about their relationships, about what brings them joy in life, about the best decision they ever made. Their answers helped him decide who to accept and who to reject. Recalls Dan Estes, a long-time WHAT member, of the interview process: "It kind of overwhelmed me."

Vaughn's approach ensured two things: a talent pool of remarkable homogeneity and an air of mystery that attracted the curious. Actually, there was a third effect, one not anticipated by Vaughn -- the perception that WHAT was some kind of cult, and he was the leader. The rumors angered him at first. Then he thought about it.

"If you look up every definition of a cult, we are that. There's a charismatic leader, and there's a precise formula of moralistic principles. ... You know what else is a cult? Apple Computer is a cult. Microsoft is a cult. Home Depot is a cult. You know what the biggest cult in the world is? Wal-Mart. And I'll take Sam Walton's success. We have a precise system of creativity [at WHAT] where people work together without conflict. That's a big deal, and if the label we take away from that is cult, that's absolutely fine."

For nine years, Vaughn seemed content to labor in relative anonymity at WHAT. Occasionally, he landed bit parts in movies like The Truman Show or on TV miniseries such as Andersonville. All along, he stuck with the formula at WHAT, and a few scenes that were developed there actually did become movies. One he directed himself, a well-meaning if over-earnest romantic comedy called The Real Reason, filmed entirely in Atlanta. Other than a screening at the Peachtree International Film Festival five years ago and a forgettable stint on Pay-Per-View, the movie went nowhere, still stuck in ownership limbo. But one WHAT alumnus has enjoyed remarkable success in film. That would be Nagesh Kukunoor, whose films Hyderabad Blues and Bollywood Calling both began as single scenes tested at WHAT, and both have been big moneymakers in India. And just this past week, Vaughn says, two short films that grew out of WHAT were accepted to the Atlanta Film & Video Festival.

To Vaughn, the successes at WHAT are a validation. They also got him thinking. Suppose he applied his formula to more than just movies. Why wouldn't it work? Why shouldn't it? Is it crazy to think that a preacher's son could change the world from a former cookie factory?

Judson Vaughn's scene in Kalifornia is brief but memorable. He plays Brad Pitt's parole officer -- slimy white trash outfitted with rotting teeth, a hook for a hand and a phlegm-filled cough. The cough was his own idea. "An old third-grade trick," Vaughn says, and, with a quick snort, re-creates the effect. The sound of expectorating snot reverberates throughout WHAT's staging room. A few players, on break between scenes, turn to look. His fiancee, whom he first met just three weeks before, recoils. Vaughn smiles; like any actor, he lives for his audience's reaction.

He wasn't always so automatic. When he first began studying acting back at Jacksonville University in the mid-1970s, he was a student of method acting developed by Constantin Stanislavsky, the early 20th-century Russian theater director who believed actors should mine their own emotions to better identify with the characters they were portraying. His methods became a tenet of the late Lee Strasberg, who trained such actors as Marlon Brando and Robert De Niro.

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