Kim Manners looks into his monitors as yet another take is completed on "Audrey Pauley," episode 13 of the ninth season of The X-Files. "Cut — Print it! Next!" he yells after doing that little karate move with his hands that everybody around the set imitates. The crew immediately picks up and begins to arrange the next setup, seemingly willing to do anything to 'Mind Their Manners.' The director comfortably steps aside for an interview as his crew happily prepares another shot.

It's a virtual Kim Manners Love fest on Stage 5 at 20th Century-Fox. Actress Annabeth Gish (Agent Monica Reyes) dashes by, eager to put her two cents on tape: "He's one of the best directors I've ever worked with." The respect goes both ways. "These actors are talented enough; they come in and you believe them," Manners said. "And when you believe the actors, the audience believes it."

Manners is shooting his 50th episode of the show this day. The series will end later this year, with the completion of a total of 201 episodes, a quarter of them directed by one man. There have been a number of top-notch directors over the years, and the list continues to grow.

The directors are only part of a team that has endured a change in locale (from Vancouver to Los Angeles), which required replacing the entire crew, as well as major changes to the cast. But the tone and style of the show have remained consistent, under executive producer Chris Carter's leadership.

The X-Files has a tightly functioning team of producers, writers, directors, UPMs and ADs that is able to turn out one of the more complicated shows on television, all in an 11-day shooting schedule. "We have all the special effects, all the scope, all the production value that you'd have in a feature film, just in a compact period of time," 1st AD Barry Thomas said. "The difficulty is shooting a one-hour movie in eight main unit days."

Each episode is shot using one of two alternating director/AD teams, doing principal photography with the main unit for eight days, followed by three days of 2nd unit work. The director follows his episode into the 2nd unit, while the main unit begins work on the next episode with yet another director and AD. The 2nd unit has its own AD and 2nd ADs. "The 2nd unit's really another main unit," line producer Harry V. Bring said. "It's not like we give them all the car crashes and all the stunts. It's whatever fits the schedule with the actors' scheduling. They get drama scenes, spooky scenes, monster scenes, just like the 1st unit. We don't necessarily delineate."

Planning, of course, is a primary element in keeping The X-Files machine running smoothly, and communication is essential. The process starts with a "concept meeting," which occurs upon delivery of an episode's script, seven days before filming is to begin. The concept meeting is run by that episode's 1st AD, and is attended by the director and the heads of the major departments — production design, props, costume, special effects and visual effects. The AD goes around the table and gives each department head the opportunity to answer any questions they may have about the script as they begin their prep. "Chris Carter is intimately involved," said UPM/co-producer Tim Silver. "Chris's ideas and his concepts for the series and for each episode can be seen in each frame. One way or another, it's there."

Seven days later, on the day before shooting, a "production meeting" is held, attended, once again, by the director and department heads. In this case, instead of going over the script department-by-department, the group goes through the script from beginning to end. "We go scene by scene through the script, letting anybody jump in with questions," executive producer Frank Spotnitz explained.

Later that day, a "tone meeting" is held, attended by the director, the script's writer and one of the senior producers, either Carter, Spotnitz, Vince Gilligan or John Shiban, all of whom are also writers for the show. "Again, we start on page one, and we go to the last page," Spotnitz said. "We are as specific as we can be about who the characters are, what's motivating them, what's working underneath the surface. Everything we can think of to talk about to ensure that the director is successful." The tone meeting marks "the day before you hit the beach," according to Chris Carter. "We discuss what we want to make sure that we do and make sure that we don't do."

"Those meetings were what created the magic in the storytelling," recalled Rob Bowman, who directed X-Files for seven seasons, as well as directed The X-Files feature film. "It was there that I could look into the writer's eyes. I was able to get into their head, and they were able to get into mine. Maybe there's something I didn't understand in the script, or maybe I misinterpreted something. You can just walk through those things." Often, for Bowman, after weeks of shooting 14-hour days, remembering those conversations provided the inspiration to complete a scene, sometimes even making use of a recording made of them. "I might be feeling, 'I just want to crawl into a hole and die right now, I'm so cold and tired.' And I play that tape, and I could hear myself and the writer — most often it was Chris — talking enthusiastically, like campfire storytelling. You're put back in that moment when you weren't tired, and you say, 'Oh, that's right, now I remember.'"

The writer on The X-Files is intimately involved with the look of his episode — even to the point of providing shot direction in the script. "That's kind of something unusual about this show," Spotnitz said. "But the truth is, if you didn't do that on an X-Files show, you'd just never make it."

X-Files scripts, Manners says, are the tops. The best ones "are the scripts that, when I read them, visually I am excited. When I read the script, I go to the movies."

The movies Manners saw as a boy were those of Boris Karloff, Lon Chaney, Jr. and Vincent Price — "This is my niche," he said. The director recalled one of his X-Files shows, "Home," written by Glen Morgan and Jim Wong, which featured three mutant brothers and their armless and legless mother, who lived in a cart under a bed, and with whom they had an incestuous relationship. "The picture opened with this woman giving birth on a kitchen table during a thunderstorm. You never saw the baby, but these three brothers carried it outside and buried it alive, because they didn't want this terrible genealogy to continue. I read it, and I went, 'Now this is a classic horror script.' There are episodes that, when you read them — bang! — the images just leap into your head."

Believability is the key goal for The X-Files, and that, said Manners, is the result of a combination of good scripts, good acting and good directing.

"This is a very difficult show. If you don't do this show right, it would be the most ridiculous show on television. I mean, I directed an episode, 'Leonard Betts,' where a guy had his head cut off in the teaser, and he grew a new one." If the show is grounded in reality, though, through solid acting performances and quality writing, said Bowman, "we found out that you've actually got latitude to do some pretty absurd things. If you can get people at the end of an episode to shake their head and laugh and say, 'I don't know — maybe,' then that is a huge victory."

Manners himself comes from a showbiz family. His father, Sam, was a production manager on such TV classics as Route 66 and The Wild Wild West. Kim was "a set rat," he said, both watching and participating, as a child actor, appearing in his first commercial at the age of 3, selling Chevrolets. A year later, on his way home from watching William Beaudine, Sr., whom he called "Gramps," direct an episode of Rin Tin Tin, the younger Manners told his father, "I want to do what Gramps does when I grow up. He gets to tell the cowboys and Indians what to do."

A few decades later, Manners found himself climbing his way up the ladder, working as an assistant director and UPM on a number of shows before landing the title of director in 1978 on an episode of Charlie's Angels. "I've been through all of them: the Simon and Simons, the Hardcastle and McCormicks, the Stingrays, the Wiseguys, the 21 Jump Streets." Manners joined The X-Files during its second season on recommendation from both Bowman, who'd been with the show on its first season, and writers James Wong and Glen Morgan, with whom he had worked on 21 Jump Street.

Manners had worked on and off for years in Vancouver, where The X-Files was filmed for its first five seasons, and eventually was hired "in passing" by Chris Carter, he said, in the lobby of the Sutton Place Hotel. "He brings a wealth and breadth of experience that few television directors have," Carter said of Manners, "particularly if you consider the hours of TV and amount of film that he has shot. He understands everything about filmmaking."

Manners' experience as both a production manager and as an AD is not lost on the crew either. "Having come from a production manager background," said line producer Harry Bring, "he thinks that way when he's plotting out his day and moves, very efficiently, through the day to maximize it. His creative eye is wonderful, his storytelling is wonderful, and he does diligent homework." Manners is renowned on the set for his preparedness. "Kim is the best prepared director I've ever worked with," said 1st AD Barry Thomas. "He's so prepared that he calls me on the weekends, prior to a week's shooting, and gives me the number of setups and any special equipment notes I need for the entire week."

"On Monday morning, I know every shot that I want for the week," Manners said. "I'll get with my 1st AD, and I'll give him the number of shots in each scene, and we'll talk about how best to organize it. I look for an assistant to help me organize the most efficient way to approach a week's work. I've been working with Barry [Thomas] so long — he knows what I want: To stay ahead of me. Keep feeding me. Keep the crew informed."

From the crew, the feeling is mutual, according to Thomas. "The crew appreciates his ability to compromise, to shoot efficiently, and to not waste time. It's so important in episodic television, where you've got to be quick on your feet and come up with compromises and solutions quickly."

The actors love him, as well, both for his compassion and respect for them, and for his directing skill. "He has an extraordinary visual eye," lead actress Gillian Anderson (Agent Dana Scully) said of the director. "He knows everything about the camera and about what one will see — where to put the camera in a shot in order to move the story forward." For instance, filming repeated conversations on the set of FBI Assistant Director Skinner's office could easily become run-of-the-mill. "But it's never tired, it's never just 'another episode of television' to him," Spotnitz added. "He kills himself every time out, puts his heart and soul into it. And everybody sees it."

Manners rarely rehearses his actors, except, perhaps, for the camera crew for a difficult move. "We'll normally shoot the rehearsal," he said. "I like the spontaneity of it. And most of the actors would rather shoot it first time." He is also intimately involved with post-production. "What airs is most often my cut." And because he is a co-executive producer, and "because I've been here so long," his word counts when going over the other producers' notes in the editing room. "I must say, they're very willing to cut their dialogue and preserve some of the shots that we worked so hard to get. So it's a very satisfying environment in that regard."

Bowman has an equal respect for his former directing partner, with whom he would alternate each week (along with director R.W. Goodwin, who was with the show for its first five years) until his departure after season seven. "I've seen Kim tired, well beyond what's good for him, and still right on his toes." Bowman, currently completing Spyglass Entertainment/Disney's summer fantasy, Reign of Fire, became attracted to X-Files after seeing a commercial for the series' pilot. Raised on such shows as The Night Stalker and Night Gallery, he was hooked by the trailer, and eventually got on board, directing his first episode in the first season, "Gender Bender." "I thought the whole process and the way the team worked and the way Chris [Carter] was aiming the show was something I wanted to be a part of badly. So I asked to come back as much as possible."

He directed again in the show's second season, after which Carter asked him to stay on full time as a producer/director. "It took me about a second and a half to make that decision," he recalled.

According to Manners, he and Bowman set the tone for the series. "Robby and I set a real different look for the show. It's a much different look in seasons two and three than in season one. Our styles are similar but not exact."

"Rob is very precise, very aware of everything going on in the scene," said Spotnitz. He's "always looking for the detail that's going to distinguish that moment from any other moment ever done." Bowman has great respect for actors — going as far as studying acting himself in order to better understand their craft. "It completely changed my point of view about where my paint brush should go on the canvas, since the actor was going to be the one telling my story," he said.

While Manners is "very good at the monster episodes," Bowman said, his own preference was for the "conspiracy" stories. "At one point, I told Chris, 'Please don't give me those monster episodes.' I just have such a tough time looking at the man in a rubber suit and taking it seriously." The balance between the two was "a perfect marriage," he said.

After Bowman left the show, he was replaced by several directors, among them Tony Wharmby, who recently had to leave to attend to personal matters, though not before leaving his own mark on the show. "Tony is a wonderful director of actors," Carter said. "He doesn't sit at the monitor like the rest of us do. He will stay right there with the actors and direct them from inside the room or next to the camera. And while he makes beautiful pictures, the performance is what matters to him."

Interestingly, Carter himself has directed a number of episodes over the years (typically one or two per year). That number will increase, as he steps in to take up the slack caused by Wharmby's absence, increasing the workload on the show's creator, executive producer, chief writer and overall mastermind. He first took on the job in the series' second year, when director Bryan Spicer was unable to do a scheduled episode. "I gave myself the job," Carter said. "I was director by day, a writer by night — rewriting episodes coming up, planning the direction of the show, trying to produce other episodes. It was something that required a tremendous focus, I learned."

Directing by cast and crew is something The X-Files regularly affords its family members, and, in fact, encourages. After seeing her cast-mate, David Duchovny, direct an episode, Gillian Anderson finally answered the call two years ago, not only directing but writing the script herself. Her show, "All Things," focused on her own character's personal life and relationships.

Anderson said she received a great deal of support and help during the process, working with Frank Spotnitz to develop her script, and then receiving assistance from Kim Manners on directing. "Once I knew I was going to do it, I started asking questions," she said. Manners would give her homework; explain about preparing a shot list. "They kind of arranged the schedule so that I was available," said Manners. "I helped her with the homework and kind of tweaked her on when she'd come up with a shot that just wouldn't work. I was with her every step of the way and made sure that her picture was going to cut, and she did a terrific job." [Manners notes that a month later, after one of his own episodes aired, "one of the fans got on the internet and said how nice it was to see that Gillian Anderson's directing style had rubbed off on Kim Manners! She was embarrassed."]

The experience was a great learning experience for Anderson, in all facets of filmmaking. With regard to directing other actors, "I'm actually surprised I hadn't thought about this," she admits. "Being an actor, I kind of assumed that I would know what to say to the actors. But that wasn't the case." Anderson involved herself in everything, from casting to post-production.

"I think that was a turning point in Gillian's career," commented her boss, Chris Carter. "I can see it now, especially directing her as an actress, that she understands camera direction in a way that she might not have before." Anderson plans on continuing her directing career after the show ends, having optioned a book, Speed of Light, which she is currently adapting and plans to direct.

Actors are not the only X-Files' family members to direct. 1st AD Barry Thomas directed an episode last year, as did executive producer Frank Spotnitz, who also took another turn in the current season. "This is my eight year on the show, so I was very late to attempt it," he admits. He was reluctant about the idea of directing, but eventually warmed to the idea. "It's a very difficult show, because performance is really important to make something that's kind of unbelievable seem believable. There are also very specific visual requirements. And when you're trying to scare people or create suspense, if the camera's not in the right place by even a few degrees, it makes a huge difference." Having written the two scripts he shot helped to give him an edge. "When you've written the material yourself, it's already in your own head, you understand all of the dramatic objectives."

Co-executive producer Michelle MacLaren also took a shot this year, skillfully directing writer Vince Gilligan's "John Doe." MacLaren had wanted to direct for some time, taking directing courses to prepare her. Carter and Spotnitz agreed, scheduling MacLaren in early in the season, avoiding having the director's duties interfere with her already heavy workload as a producer. Like the others, Michelle sought guidance from Manners, who went over breaking down the script, doing homework and preparing shot lists. "The most powerful thing he said to me was that he imagines it all cut together, and he sees the movie in his head, really visualizes it." Chris Carter gave her some important advice, as well: "Make sure that the camera is always telling the story."

"It's a very, very supportive, creative atmosphere here," she said. "And Chris is really generous in giving first-time directors a shot. To direct for your first time on a show like this is pretty incredible."

It's not always easy bringing in new directors on an established show, Carter said. "You step onto a moving platform here. You really need to understand the characters, and you need to be able to understand the mood." Carter is always willing to give a new director a chance, though, "Sometimes you hit, sometimes you miss. And when you find a hit, you try to keep that person in the camp."

In the last few years, the X-Files' team has had to deal with two major changes — the introduction of new lead characters and a major move from Canada to Los Angeles. Following the announcement of David Duchovny's departure two years ago (though his character has returned occasionally after being brought back to life, X-Files style), Anderson, who had played his partner, decided she, too, would be moving on after this season. Though the series is to come to an end this year, Anderson's character's role had been scaled back, first with the introduction of actor Robert Patrick's Agent John Doggett character and, more recently, Annabeth Gish's Agent Monica Reyes.

The changes have been both a challenge and an opportunity. "We wanted to preserve the Mulder/Scully relationships after David Duchovny left the show," explained Spotnitz. "We knew all along that we were going to introduce another pair of characters," Patrick's Doggett at the beginning of the eighth season to replace Duchovny, and then Gish for a few episodes at the end of that season and all of the ninth. "Very consciously, you know you need the skeptic and believer characters. But we didn't want to undermine or tarnish the Mulder/Scully relationship by having Scully have a new partner."

And how have the directors handled the change? "It was very exciting for me when Robert Patrick came on," Manners said. "After being on the show for seven seasons, suddenly I've got rebirth, creatively, because I've got a new guy to play with. All new options. Then Annabeth came in. So for me, I've got a whole new reason to get out of bed in the morning." And, as with the directors, Manners assisted the new lead actors in fitting into their roles. "He sort of grandfathered me in," Gish said. "He was kind of my umbilical cord, pulling me in and welcoming me. He sat down with me, wanting to find out how I work, and also to communicate the way the show works. He was like my 'sponsor.'"

The move from shooting in Vancouver (based at North Shore Studios) to sunny California was similarly both a challenge and a nice change. "The obvious difference is the climate," explained Bowman. Manners added that, "You realize that rain should be appreciated through a window."

The change was brought on at David Duchovny's suggestion, who wanted to return south. "After I was done kissing David," Manners joked, "we moved to Los Angeles, and I was the happiest guy on the freeway."

The change in locale allowed changes in story, as well, as new types of locations could be utilized. "More often than not, in Vancouver, we got moody clouds and fog and rain. In Los Angeles, you've got chipper yellow sun, Mexican restaurants and palm trees," explained Bowman.

"One of our editors made a joke the first season in Los Angeles: 'The show used to be dark and wet, and now it's dark and dry,'" Spotnitz said.

The move to Los Angeles also allowed the writing and producing team, who were always based in Los Angeles, to be near the camera, which rarely occurred in Vancouver, save for a three-day trip north to prep each episode. "We ended up being insulated from an awful lot of day-to-day decisions," said Spotnitz, "and now that's not true."

The difficulties came in having to give up a well-loved crew/family in Vancouver and quickly build a new one in Los Angeles, which, Spotnitz said, was partly accomplished by bringing in a number of people from the 1998 X-Files theatrical feature. "Leaving those people behind, who had basically helped make life for the show, was the hardest for me," said Rob Bowman.

However, moving to Los Angeles meant building a team out of the world's best crewmembers. "We were in a very enviable position moving here in that we were already a top show. We got here, and we kind of had our pick of the town," Spotnitz said.

"Here's a crew that's basically got to take a show that's already become semi-legendary, and take the baton and try to cross the finish line and not lose the lead," added Bowman. "Quickly, deftly, and with great dexterity, the L.A. crew just jumped right in and found equally as strong a visual vocabulary."

So how will The X-Files end when filming wraps later this year? A two-parter — both parts to be directed by Manners — will bring the series to a close, though that's not the end of the story. "The plan, hopefully, is that X-Files will become a movie series," Carter said. "But that's a fantasy, and we've got to still do them one at a time." In the meantime, he and Spotnitz are developing an untitled feature project for Miramax/Dimension, and, Carter said, he still owes Fox another pilot.

And what of Kim Manners? "I'm hoping to move into long forms. I'd love to do films for theatrical release. But leaving the X-Files family will not be easy. This is a very difficult show. And we each help each other get through it. It'll never be that way again. I'm savoring these last episodes that I have to direct. And they're memories that I'll never forget."

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