I had decided to end my Guerrilla Monster Films in 2014 – but it wasn’t that simple. I still had several unfinished projects which would likely take me through 2016 to complete: DESTROY MEMPHIS (the documentary on the destruction of Memphis landmarks), two coffee-table books: a 20 year anniversary ‘look back’ at TEENAGE TUPELO and a yet-untitled book on the history of Guerrilla Monster Films, which at this writing, continues beyond it’s 20 year cycle (despite my best intentions).

In November 2014 the family and I attended the Memphis Comics and Fantasy Convention. I was set up at a table in the main hallway as a guest selling and promoting the Music + Arts DVD of CIGARETTE GIRL along with a screening which would happen on Saturday night. I also had the ever-diminishing stack of KID ANARCHY comics, a few TIME WARP DRIVE-IN posters and some unsold BATMAN pencil pages. In other words, just enough homemade pop culture to confuse any passerby as to the nature of my true skill set. Regardless, we set up shop, relaxed, and waxed curious at the metaphorical crossroads of fandom at the Memphis Comics and Fantasy Convention.


While vapid clouds hung over a Memphis film community, we had managed a successful run of TIME WARP DRIVE-IN programming, just ending the previous month of October. While the KID ANARCHY screenplays commercial potential went unnoticed, I wanted to withdraw into a new thing, not a perfect thing, based always on my pulp obsessions and childhood isolationist fantasies, despite the lack of anything and everything. There’s only so much time in a life, might as well be creative and see what happens.

Keith Krass and Sam Bahre had contributed short films for MUFF (Memphis Underground Film Festival) but I was super aware that, other than MIDNIGHT MOVIE, I had not shown (or made) any new movies since May 2014. But giving up Guerrilla Monster Films meant that I didn’t have to make any new movies (I should have been ecstatic). Still, it kinda sucked having a drive-in screen at my disposal and not taking advantage of it.

But that’s a bit of a flash-ahead.


Meanwhile, back at the Memphis Comics and Fantasy Convention, I met some cool people! In particular, actress Marquel Skinner, star of the web series ANA MEAD and her author-mother Emily Williams Skinner who was stationed near my table selling her novels ST. BLAIR and MARQUEL. Particularly captivating was the breathtaking Allura Spaulding, a professional cosplayer who roamed the halls as Harley Quinn, complete with big mallet and bewitching smile. Inside the dealers room was the good girl fantasy art of Mitch Foust, and the one-two punch heroic illustration of Rich Hall and Dean Zachery.

Later that night, I was inspired by ARV-3, Dan Baker’s new sci-fi short, even if my CIGARETTE GIRL screening that followed was a complete shambles (never leave me alone to screen my own movie with a laptop that doesn’t work).

When it came time for the costume contest, it was very cool seeing my son John as Finn from ADVENTURE TIME as well as my daughter Hanna cosplay as steam punk Princess Bubble Gum along with her school friends Nell as Marceline, and Elsie as Lumpy Space Princess.


During the costume contest I met a friendly guy from Arkansas named Casper Welles, who fronted a band of merry robot-makers in excellent homemade HALO costumes. (Were they making beer inside those suits?) Everyone was friendly, everyone was talented. Still I wondered what would happen if a convention was held that allowed only ORIGINAL creations. If you showed up as Captain America, you get turned away at the escalator.

A project began to form in my head that fought it’s way into my frontal lobe called WAIF. But what was WAIF and what would she look like?

In the spring at MCFC, I would meet costume designer Katie Jones who hosted an amazing panel on school girl costume history and it’s origins in post-War World 2 Japan, replete with obsessions over American Navy uniforms and how this revolutionized the school girl “look” all the way down to the simple Catholic school girl uniform to the overall marketing effect of Sailor Moon. Katie turned me on to a animae character named Hell Girl, whose look was very much fueled by the axis powers.


Anything and everything seemed to be working in tandem, all these talented folks and their related interests - yet each person seemed an island to themselves. And woe be to the original creator who had no promotional reference at their table, whether moments on a monitor that made a scene from their book come to life, or life itself in the shape of a cosplayer to help sell their wares.


All these related yet disparate fandom interests would find a unifying point in my new heroine “WAIF”. WAIF would run away from school, stow away on a spaceship and crash through a drive-in screen into a future Earth where she would fight robots. Her backpack would be emptied of it’s books and filled with a robot that carried the memory of her dead sister. Her real name would be “Mildred Hanelsa”. Mildred was my mother’s name - who actually lost her sister Jane through adoption when she was very young. My Waifish Mildred’s last name “Hanelsa” was a combination of Hanna, Nell, and Elsie.

I envisioned the next con in November 2015 being a triumph of franchise-cross-promotion (locally at least). A living, breathing embodiment of a comic book convention made flesh, made film, made fandom.

WAIF is the teenage girl cosplayer who helps sells the books, promotes the new movie, introduces the cast, and emcees the costume contest. I knew I could pull this off with the help of a few talented yet under-employed geniuses – but should I?

After all, this would be a curious use of my time – and was I not always asking people to help create some sexy girl with gun motif? Was I still ten years old and lost in a Heidi Saha world? Wasn’t my last name already known as a verb in town for asking people to work for free? “Oh did you get McCarthyed?”

The perplexing thing is, for the most part, they always said “yes.”

I sat about planning a Kickstarter. I was cautious to ask for more than 5K, but the total ask finally became 6.5K. Everyone agreed to work for costs, with folks behind the scenes and in front of the camera receiving little if nothing, but everyone was excited to help and so we moved forward. When the smoke cleared, there was only about $1300 to make the 4 episodes.



If I hadn’t found the perfect cast then I probably could not have made the film. MORGAN PREWETT (WAIF) was recommended to me by actor Peter Quill, who I had met in the University of Tennessee’s Standardized Patient program. Another fellow actor in the SP program was DELVYN BROWN (Captain McLeod).

A thirty- something black man and a teenage white girl seemed to be just the right mix for WAIF. The rest of the cast was rounded out by GILLIAN JOHNSON who plays Jane, the younger sister of WAIF).

I met Gillian at Java Cabana coffeeshop during weekly Sunday gigs of Hanna Star and the Teenage Teenagers. She is the daughter of Jean Thompson and Ross Johnson (legendary Memphis drummer who plays with Hanna Star). Gillian had appeared in local productions and was quite an accomplished actress.

The two co-pilots from Episode One are actress KENYA PORTER and veteran actor DON MEYERS. Don had previously appeared in my CIGARETTE GIRL and GODDAMN GODARD.

Last and certainly not “least”, actor DAVE HEINEMAN plays the menacing E-BOT. I like to tell people who know fandom that Dave Heineman is my Dave Prowse. And if you don’t know what I mean, let me just say it’s not every day a gifted actor over 7 feet tall walks into my life. Robot magician Casper Welles tailored the suit to Dave’s frame and we at least got to introduce him as a killer E-BOT at the end of Episode 2 with much more to come in the (yet-to-be filmed) Episodes 3 & 4.

I might add the teenage Asian-American actor for the unfinished episodes 3 & 4 has yet to be found!


George Lucas took aerial footage of World War 2 dogfights and created those outer space action scenes in STAR WARS – but what if World War 2 was actually fought in outer space? That is one imaginary aspect of the look and feel of our WAIF spaceship which I dubbed LOOKOUT 3. Think of a how a Sherman tank might look if transposed into a spaceship. Much of this thinking came from my dad’s stories of World War 2. The other angle is how the Memphis Belle flew 25 successful missions, was retired to Memphis, and now is being displayed in Ohio. What if the Memphis Belle and it’s well-known good girl art was a brand that was used on a line of heavy-lifting spaceships in this world (war) weary land of WAIF.


Maddie Singer designed and sculpted the spaceship with the model fabrication assistance of Eric Quick and Nicholas Darmstaedter. Rick O’Brien added some much needed LED’s in the form of tail lights on the ship and I placed the Memphis Belle art and a couple of Army decals bought at the Hobby Shop. Rick is no stranger to Guerrilla Monster, working both on screen in GODDAMN GODARD but mostly behind the scenes as producer and technical support on an endless list of projects.


Special Effects Artist Rafe Murray is now working on the FX for the outer space attack and space ship crash back on Earth. Rafe and I have known each other since before the Memphis PEOPLE VS LARRY FLYNT days where he was hired to babysit Courtney Love’s (and her child). Afterward, he left for Hollywood and now Memphis is proud to have him back.


Co-writer Bart Shannon had just finished a three year stint co-writing KID ANARCHY with me and fellow creator George Cole. Bart also allowed us to shoot the spaceship scenes in his workplace, the glorious Beale Street Studios. Rafe Murray himself was sitting up shop there the week the LOOKOUT THREE was filmed on good old fashioned BLUE screen.

Back in November at that much touted convention, a curious Millington, Tennessee filmmaker (and high school senior) named Ethan Kaiser purchased CIGARETTE GIRL. He told me about a neo-noir film he had just created called THE CLEAN SNEAK. The film is one of the strongest beginning projects I’ve ever seen from someone so young. Ethan was simply born to shoot movies.


So it was that Ethan, cinematographer Marcus Kent Hamson, and producer Gregory Gray were enlisted to both camera operate and light the production. Ethan also brought crew members Keri Meadors, Coltons Olds, and Mitchell Lawrence along for the ride, specifically on some very tiresome nights at the Junkyard on Chelsea Avenue!


Speaking of the junkyard on Chelsea, Billy Franks is Morgan Prewett’s grandfather and he runs a car lot right by the old location of the Cottage Restaurant on Summer Avenue. Not only did Billy secure this great location for us, he showed up with a crane fully equipped with the lights from a local out of business disco called Hollywood Raifords.

Make-up artist Kasey Dees has worked with me on just about everything I’ve done for the last few years. She created a youthful yet aggressive look for Morgan Prewett’s WAIF including loaning her some bitchin’ motorcycle boots which look decisively futuristic. Kasey is always there for me and I appreciate her so much.


Tommy Musso picked up the actors, covered his own expenses, sometimes had to hold up the green screen, toss around a red light to create a mood, or cater the set. All these invaluable skills have earned Tommy the title of Producer. Tommy’s wife Samantha was also instrumental in getting people where they needed to go. Mucho thanks to the Musso’s – and to think it all started last year at Time Warp Drive-In during a rained-out HELL ON WHEELS show!



Alex Greene had appeared (along with his son Henry) in my MIDNIGHT MOVIE. I had always listened to Alex’s music whether it was Reigning Sound, Big Ass Truck, or his new project the Rolling Head Orchestra. (not to mention his past work with Tav Falco or Alex Chilton). Alex’s latest band The Subtractions were the veritable “house band” for Time Warp Drive-In and featured in my short A DAY AT THE DRIVE-IN. Alex is the kind of guy that confuses you as to why his genius has placed him in Memphis. The answer is a duel whammy of family and fate and I’m lucky to know him. This time Alex would be delivering the most luscious ethereal sounds, thusly creating a tone and feel that elevates the images in WAIF far beyond their low-budget roots into the world of arthouse cinema and even beyond that category.


Looking forward to seeing this at Time Warp Drive-In and at the November 2015 Memphis Comics and Fantasy Convention! Much thanks to Joe Thordarsden for providing this venue!

Mike McCarthy
Co-Writer and Director, Creator of WAIF.


waif teaser from LENZCRACK PRODUCTIONS on Vimeo.


WAIF: 1. A person, especially a child, who has no home or friends. 2. something found, especially a stray animal, whose owner is not known. 3. a very thin, often small person, usually a young woman. 4. A low-budget sci-fi movie shot in Memphis.

WAIF is about (1) re-creating a late 70's science-fiction vibe on screen. (2) local MEMPHIS film and music-making talent. (3) the next underground film project from creator MIKE McCARTHY. (4) a tribute to McCarthy's adopted mother Mildred and her siblings Jane and James. 

(1) We all love the major sci-fi and space fantasy releases from the late seventies, whether it was ALIEN, CLOSE ENCOUNTERS, BATTLESTAR GALACTICA, or (oh yeah) STAR WARS. But there were other cool films that hardly surfaced, yet made an impact on us filmmakers now in our late forties/early fifties. Films with a certain low-budget look and human feel such as EQUINOX, LASER BLAST, DARK STAR, BATTLE BEYOND THE STARS and those sci-fi films that turned the princess into warrior: GALAXINA with Dorothy Stratten or STARCRASH with Caroline Munro. Now we are going to turn 15 year old MORGANA PREWETT into WAIF!


(2) WAIF stars 15 year old MORGANA PREWETT in her first starring role as "Mildred Hanelsa" aka "WAIF", a telekinetic teenage robot fighter. This is also a first film for young GILLIAN JOHNSON who plays her little sister "Jane" whose image becomes a symbol for the the evil empire known as MAINFRAME following her death in outer space. Actor DELVYN BROWN plays Captain McLeod, a time-travelling gun-runner from the 20th century who crashes into earth 300 years into the future.


Playing the role of the menacing and mysterious E-BOT is actor DAVE HEINEMAN. BART SHANNON (Songs in the Key of Death, Pretty Monsters, Fresh Skweezed) is a writer-director based in Memphis who is turning McCarthy's outline notes into a first draft. The draft is then re-written or edited. ALEX GREEN (Rolling Head Orchestra, Reigning Sound, Panther Burns, Luv Clowns) is writing the score for WAIF.



Sixteen year old, blue-haired, Spacecase recording artist HANNA STAR will not only be writing a soundtrack song for WAIF, it stands to reason that Hanna was the major influence on the characters creation. Hanna's middle name is Mildred (after her grandmother) and Waif's last name is a combination of Hanna and her two cosplaying friends Nell and Elsie which forms HANELSA. Waif's proper name becomes MILDRED HANELSA. Hanna's interest in anime, cosplay, and writing songs for the TEENAGE TEENAGERS has given her (sometimes jaded) director dad new faith that 'the kids are all right.' 

FX artist and model builder MADDIE SINGER (Star Trek: Nemesis, Bicentennial Man, Species 2) is designing and building a two foot long "IRIS 3" spaceship and attacking enemy drone ships called "Big Irons". This spaceship battle will be featured in the opening sequence of WAIF.

3-D Special FX artist RAFE MURRAY will create the laser blasts and explosions as well as keying out green screen. One incredible moment will occur when the damaged LOOKOUT 3 spaceship crashes through a drive-in movie screen. Professional cosplay seamstress KATIE JONES is handling Mildred and Jane's original school girl costume designs.

Robot-builder CASPER WELLS is designing and creating the 8 foot tall E-BOTS that threaten our heroes at the dead-end junkyard - as well as the cute ROBOT BUNNY that WAIF keeps in her backpack that speaks with the voice of her dead sister. Casper also designed the futuristic guns as well as the survival vest that WAIF wears in Episode Two.


Other key people involved behind the camera with WAIF are RICK O'BRIEN (Native Son), MARCUS KENT HAMSON (Midnight Movie), GREGORY GRAY (Turra : Gun Angel), KEITH CRASS (Goddamn Godard, Arthouse T-shirts) and make-up artist supreme KASEY DEES (Midnight Movie). 

(3) Mike McCarthy created WAIF while observing the dealers room, con guests, and cosplayers at the 2014 Memphis Comics and Fantasy Convention. McCarthy imagined all this fandom (or 'geek culture' as it has been called) could be focused into a single narrative in the form of a good old pulp story. McCarthy knew he could do this because he's been doing it for twenty years.

MIKE McCARTHY is the king of Underground Filmmaking in Memphis, Tennessee, creating such classics as DAMSELVIS, DAUGHTER OF HELVIS, TEENAGE TUPELO, THE SORE LOSERS, BROAD DAYLIGHT, CIGARETTE GIRL and NATIVE SON. In 2014, Mike McCarthy and BLACK LODGE VIDEO (with the help of MALCO THEATERS) helped program the once-a-month screening at the Summer Drive-In called TIME WARP DRIVE-IN. The resulting program is so successful it has returned for a second season in 2015. Memphis has two drive-ins: one dead, one alive. WAIF will be filmed at the abandoned Southwest Twin drive-in near Graceland - and will be screened at the last surviving (and thriving!) Summer Drive-In on Summer Avenue. This could only happen in Memphis!


McCarthy wants to screen WAIF in three episodes starting on August 15, September 5, and October 24th on the TIME WARP drive-in screen. The complete version of WAIF (and wrap party!) will premiere at the MEMPHIS COMICS AND FANTASY CONVENTION on November 21, 2015.

(4) McCarthy's mother was Mildred Raby. That was her biological name. Then her parents died on Lookout Mountain within months of each other around 1925. Mildred, her older brother James, and their little sister Jane, soon found themselves bought and sold into the Memphis Orphanage run by the notorious 'baby thief' Georgia Tann. 

By definition, Mildred and her siblings were "waif's". 


Jane was quickly adopted out to the Coffin family. James went to the Jordan family in Northeast Mississippi. Mildred was left at the Memphis Orphanage to suffer a nervous breakdown at the age of 8 years old. Georgia Tann convinced the Jordan's to take Mildred and let her be with her brother James. Mildred's last name finally became 'Jordan'. However, it would be over ten years before Jane could be reunited with Mildred and James.

McCarthy (also adopted) has not only invested these family names into his story, but also the sense of isolation and desolation that Mildred feels trapped in the Drive-In, pondering the death of her little sister, and the awkward relationship with the boy James who thinks he is a robot, because he has been inside one for 300 years. 

Many low-budget sci-fi movies only give you the literal surface to a dystopian world. WAIF digs deeper. WAIF is based on a true story that, at it's heart, is about loss and hope - and reveals these very human metaphors at a dead end drive-in.

Thanks for reading. We hope you can help us make this movie a reality!



Waif song copyright by Alex Greene. Do not use without permission.

copyright 2015 by Mike McCarthy