A Greyhound-style bus purchased on Craigslist for $8,700 rolls eastbound out of Los Angeles on Interstate 10, headed for Marfa, Texas, with 18 passengers. If a highway patrolman were to pull us over, he’d encounter a head-scratcher of a group. First he’d confront a big, bald white man named Cornfed, the driver, also acquired on Craigslist. Cornfed, a sometime rapper, is making a little money on this trip, biding his time until the release of his best friend from prison. The officer would look at the rest of us and be at a loss: a few longhairs, some hipsters, a rugged outdoorsman, a few Hollywood-looking pros, some hot-model types and a man with an awesome handlebar mustache that gets crooked when he’s drunk, everyone all mixed and matched as if collected onto the bus by a roll of the dice. Maybe he’d wonder if we were a bunch of paparazzi, what with all the cameras around. Or some sort of film crew. Nobody would claim to know anything about the liquid LSD. Perhaps a rolling porno studio? Certainly, with the inside of the bus newly gussied up with rugs, chairs, a table with benches bolted to the floor and a few strategically placed mattresses covered in plush blankets for lounging and reading, the place looks more like an opium den than a Greyhound.

Trevor DiCarlo

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Marfa bound: Alex Ebert and the Masses on the road.

Blake Bertuccelli

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Artistic freedom: Heath Ledger directing Ben Harper's “Morning Yearning”

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“It’s clear we’re not all in a band,” says the trip’s organizer, Sara Cline, reclining on a mattress as images from Michael Jackson videos, circa 1983, flicker on cube monitors. “And we’re obviously not a football team. So then, what are we?”

Some of the answers are packed away on the bus — in the DVDs tucked in duffels, on those big art prints leaning against the bus window, in the musical instruments crammed into the storage areas. And it’s in the heads of the group, a dozen-and-a-half musicians, directors, writers, photographers and producers, all of whom are connected in some fashion by an art collective and production company called the Masses. Many of the ragtag bunch are members of the band Edward Sharpe and the Magnetic Zeros.

In typical L.A. fashion, everybody onboard seems to be recording this trip, trying to capture the truth of the moment. A few prowl the den with high-def video cameras, some with dinky Super 8s, or still cameras. Wildlife photographer and filmmaker Tristan Bayer (of Animal Planet’s Caught in the Moment) points a camera with a burrito-size lens out the bus window and shoots like he’s triggering a semiautomatic, chasing distant objects plainly visible in the clean air. Already, there’s better evidence of this single day than the entirety of the Cuban Missile Crisis.

But then, the Masses has always been about documentation, about harnessing the power of the camera to shine a light. It’s what drew the group together in the first place, and it’s what binds them now.

“That’s the goal, to see everyone’s point of view,” says Matt Amato, a director for the collective and one of its founding members, who will fly to Marfa later in the week. “With today’s tools, with digital filmmaking, it’s like what Godard predicted in the early ’60s. It’s the day the camera will be like the pencil, and everyone will tell their story.”

Members of the Masses are looking to tell theirs at the Marfa Film Festival, where they’ve been invited to showcase the music videos, photographs, illustrations and music they’ve created during its six-year existence. Birthed in a big loft in midtown Manhattan by one Los Angeleno, Amato, and one New Yorker, Jon Ramos, in 2002, the collective was transformed in the fall of 2006, when the members set up shop in Hollywood, and Amato’s longtime friend, Heath Ledger, started channeling some of his creative energy, and eventually, money, into the company. It was at the Masses that Ledger and his peers converged around a notion; taught each other how to shoot, light and edit; plotted out music and record labels; and sought to develop a little engine of creativity.

As the bus rolls on, 15 hours turn to 20, day turns to night and then to day again. At last, Cornfed pulls into Marfa, and when the group exits the bus, the silence of the West Texas afternoon is deafening. Out here, the creaks of the backyard windmills sound like mating calls of triceratops. Their wails carry across land unbound in all directions by hundreds of miles of empty brown hills woven with brittle weeds (and neatly buttoned with one ironic Prada store). James Dean and George Stevens filmed Giant in and around Marfa; more recently, both There Will Be Blood and No Country for Old Men were shot here. You know the kind of place: creepy, quiet America. It’s like Cornfed time-traveled us.


“The company started as a dream,” says Cline, a Masses’ partner and executive producer. “Heath kind of came in and made that dream a reality. We were all, literally, living the dream of working in a collective of artists, where everyone had great respect for each others’ work and talent, but we also had this great force behind us to actually make things happen.”

Needless to say, it’s been a tough year for the Masses. Six months ago, one of their own died. Beyond the devastating loss of their friend on a personal level, the collective itself is in recovery mode. The dream has been deferred. What once was promise is now hope, and what once was written in ink no longer applies.

Hence, Marfa, where the Masses would like to conjure the spirit they had only just begun to tap into. “I feel like this is something that we all have to do together,” Cline explains, “and I feel like it’s important that everyone be there. I guess it’s the promise of great adventure, sure, but also how meaningful it could be to show all of our work in one place, and finally say, this is what the Masses is. There’s a band playing outside. There’s artwork on the walls. There are films screening. Finally, we’ll have a chance to exhibit all of our work in one place. That’s incredibly significant to me.”

Many striking images hang on the walls of the Masses’ Hollywood office, a four-room second-floor space with windows overlooking a busy thoroughfare. There is an illustration of a big lightbulb, its coil twisted in the shape of an M, created by Masses designer Daniel Auber. An original French movie poster for Bob Fosse’s All That Jazz. A dark, ominous wall-size painting of a solitary man treading water in an endless ocean, by Andrew Campbell, hued in deep greens, browns and blacks. And a jumbo flatscreen monitor, which usually features one of the dozens of images and stills taken over the years of Heath Ledger, the Masses’ guiding force.

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Tristan Bayer

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Safe haven: Heath Ledger, right, with Matt Amato (sitting), Sara Cline and Alex Ebert gathered around the computer.

Now, though, the picture lording over Amato and Masses president Bryan Younce is a close-up of the British singer Dido, the most recent object of Amato’s affectionate eye. While most of his people are spreading the Masses message in Marfa, Amato has been filming the British chanteuse in a studio on Santa Monica Boulevard. His footage, soft and precise, has the warm tone of the early 1960s, of Aretha in Muscle Shoals, of Dusty in Memphis, of an Atlantic Records album cover — timeless and honest.

“Matt has always said that every person is like a star,” notes Younce, who in his day job as vice president of Video and Content Production for Sony/BMG Music Entertainment, oversees both big-budget Miley Cyrus videos and smaller-budget MGMT spots.

“Every man and woman is like a star,” confirms Amato, sitting on his workstation balance ball. “Absolutely. That’s my MO. Make them feel like a star.” And you can see it in his work, whether it’s his luxurious video for Mia Doi Todd’s “Night of a Thousand Kisses,” which honors sunlight, seduction and sensual dance; his kinetic portrait of the San Franscisco duo the Dodos, during a performance of their song “Fools”; or his masterfully erotic video for Ima Robot’s “Lovers in Captivity,” featuring not only lead singer Alex Ebert but also the actor and Masses member Brady Corbet. The video, I hereby submit, is one of the great music clips of the 21st century.

But then, I’m more than a little biased. I first met Amato in St. Louis while working in a record store after college (I recommended American Music Club’s California; he loved it so much that he returned from San Francisco the next year for Christmas with the band’s lead singer, Mark Eitzel — they had fallen for each other and had become a couple). When I relocated to Los Angeles last year, I moved into Amato’s apartment, a vast and elegant second-story space in a white Spanish-style Hancock Park duplex, which he was sharing with his then-boyfriend, artist Andrew Campbell. The two had shared the place for years with actress Lisa Zane. She brought her brother Billy Zane into Amato’s orbit. And, after meeting a 17-year-old Heath Ledger on the set of the short-lived, Shaun Cassidy–created fantasy series called Roar, she lured the up-and-coming Australian actor to Hollywood and said he could live at the apartment on South Orange Drive with her, Campbell and Amato. It was the beginning, as they say, of several beautiful friendships.


Furnished with a mishmash of mostly European modern furniture — bought with money Zane earned from her roles on L.A. Law, ER and other projects — and Campbell’s paintings, not to mention the wall painted with a beautiful diamond pattern by a dominatrix who doubled as a muralist, the place they called Orange Avenue Studios was the kind of Hollywood setting you’d picture Katharine Hepburn or Grace Kelly gliding through. Close your eyes and conjure Bertolt Brecht poking at the upright piano pushed against the northern wall, or William Faulkner passed out on the daybed-sized blue-velvet sofa trying to sleep off last night’s party. Now shift forward a few decades, and imagine Heath Ledger inhabiting this space with Zane, Campbell and especially Amato, the classic Hollywood bon vivant and intellectual whose spirit overflows with a magical blend of profound generosity and grand, glorious self-absorption, a fountain of ideas and opinions that pours from morning to night. His primary goal in life, it seems, is to champion the work of the people with whom he surrounds himself — in addition, of course, to getting his first feature film financed.

And so, when Ledger entered Amato’s galaxy, things started to happen. After hearing that his friend and screenwriter Kirsten “Kiwi” Smith had sold a script she’d co-written and was starting to cast it, Amato immediately thought of Ledger. “There was a part for a kid from Oklahoma,” Amato recalls, “and I called Kiwi and said, ‘You know this character from Oklahoma? Could he be from Australia?’ She was like, ‘Yeah, he only needs to be from out of town, really.’ She was like, ‘If he’s a nice guy, give him the script.’”

Ledger got the part, the leading role in 10 Things I Hate About You, and quickly signed with CAA’s Steve Alexander and bought a new car (only to crash it soon thereafter).

“And then,” Amato laughs, “he came back and sat on the couch for two more years. He didn’t want to do any of the TV shows. They wanted him for Smallville. That’s when I was working on TheX Files, and he would come visit me in between his auditions. He was just about to leave town, when the idea to play Mel Gibson’s son in The Patriot came up. He got the part, and then the drums started rolling. The Vanity Fair cover, the billboards. That was a strange time. His image was plastered all over Hollywood. And there he was on our couch.”

“I started to feel like a bottle of Coke,” Ledger told Rolling Stone in 2006. “And there was a whole marketing scheme to turn me into a very popular bottle. And, you know, Coke tastes like shit. But there’s posters everywhere so people will buy it. So I felt like I tasted like shit, and I was being bought for no reason.” After suffering a panic attack during a meeting, Ledger resolved to be more proactive with his future. “I was like, ‘Well, now, how am I gonna make this a career I would like to have?’”

Though he was traveling, making connections all over the world, and had moved on to his own place in Los Feliz Hills, he still found time to hang on South Orange.

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Out of the Masses: Matt Amato's “Lovers in Captivity” video for Ima Robot; below, Bon Iver's “Wolves (Act I & II)”


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Ledger and Masses cinematographer Eric MacIver on the set of Grace Woodroofe's “Quicksand” video

“He was always a part of any project I was working on when he was living with us. He was always a part of Andrew’s stuff, whether it was gluing little tiles onto a painting or holding something in front of my camera. He was there in that pure creative spirit.” Amato, in turn, helped Ledger to work out parts and read through his scripts.

Sitting at his computer at the Masses’ office, Amato pulls up a photo that Ledger sent one day before going to The Dark Knight London sound stage. It’s a close-up of Ledger, sans makeup, smiling so hard that it looks painful, as though he’s rubberized, then plastered, his face. “I saw [that],” Amato remembers, “and was like, ‘The transformation is complete. Goodbye Heath, hello Joker.’”

Jon Ramos, who co-formed the Masses, was thrust into Amato’s world in 2002. His taciturn, hard-gazing demeanor is the yang to Amato’s yin. He has the carved face of a 1950s heartthrob, with a solid jaw and a steady eye, and he sometimes wears a bandanna to keep his shoulder-length hair out of his face. I’ve never seen him in sneakers and probably never will; he’s a brown-boot-and-black-jean kind of guy, who, despite his relative silence, enters conversations with full paragraphs blocked out in his head, which he delivers before retreating to hear the responses.

Now in Marfa for the film festival, while a whirlwind of photographers and videographers machine-gun their way through the town digitally, Ramos walks the streets with a single-shot film camera. He has just one roll of film, and on this trip will take just 24 pictures, each framed, lit, exposed and imagined for the ages.

Ramos met Amato when he was working in New York City for an early online-concert concern. They had a mutual friend in Billy Zane, and Ramos, who lived in a three-story midtown loft, threw a dinner party to celebrate Zane’s Broadway debut in Chicago. Amato was tailing Zane with a camera as his video diarist and happened to land an offer that week to direct a video for L.A.’s Earlimart — but only if he could work on it in New York and deliver it immediately. Amato accepted, then turned to his new acquaintance and asked Ramos if he could borrow a bedroom, his roomful of computers and a hand with the animation.

A bunch of future Masses members happened to be in New York that week: Campbell, Mark Eitzel, singer/monologuist/actress Ann Magnuson and composer Susan Ellinger. “It was a full deck of Masses-related artists,” Amato recalls. “I think Jon got a real bird’s-eye view of what my life was about, and I think it really turned him on. All I knew was that I was really, really grateful.”

The two worked together happily day and night for a week. The future was sealed when the newly bonded team stood staring at the icy Hudson River with longtime Bob Fosse dancer Marc Calamia. “Marc took us outside and just shouted over the Hudson River, ‘the Masses! the Masses!’ in this real huge way,” Amato says. “We were trying to come up with an antidote. What’s a positive reaction to this bullshit we’re drowning in? Does it mean strength in numbers? Creating solidarity among like-minded artists and forging ahead? Is it that? Is it Marc Calamia, a spirited Broadway dancer, shouting our name over the Hudson River and breaking the ice?”

When they had finished the project — “The label hated the video, just hated it,” laughs Amato — the two committed to continue working together. To seal the deal, Amato borrowed $60 from Ramos in order to get back to Los Angeles.

Another key member of the Masses, Bryan Younce, was originally brought into Amato’s sphere through a meeting at the Los Angeles Film Festival in the late 1990s. Younce had been an admirer of Amato’s work, and soon, the two were hanging at South Orange, watching movies, listening to music and dissecting everything they took in.

“It just kind of blew my mind,” recalls Younce, who had ascended at an early age to become supervisor of Acquisitions and Program Planning for the Showtime network. “Matt just kept opening all these doors that I had never seen before, and kept showing me all this stuff. It felt like serendipity.”

Younce likens what took place on South Orange to a literary salon, and the evening-long tête-à-têtes ran late. “We would just sit and sip whiskey and talk all night,” he recalls. “It was such a dialogue. We were much less interested in business than we were in what these images meant, how they affected people, and what pop culture meant — what sort of effect it had on people.”


Ledger drifted in and out of the early Masses scene, which was jelling in Los Angeles. But in the fall of 2006, when Amato’s relationship with Campbell was on the rocks, and Amato was struggling to keep up a good front, Ledger sensed trouble. He’d been doing some editing at South Orange and realized firsthand the stress he was adding to the relationship. So he offered to set up a space for the Masses. “He said, ‘Let’s get an office,’” Amato remembers. “‘I want everything that’s in your office at home to be there.’”

When Amato and Campbell eventually did split, many tears were shed across Los Angeles — not only because their 10-year relationship had come to an end but because there would be no more dinner parties, no more all-night editing sessions, no more joy at South Orange. But in its place was something else, a new office in Hancock Park, where the Masses really took shape.

Building 98, a few blocks west of downtown Marfa, was originally designed as an officers club and quarters for Fort D.A. Russell, featuring a square, single-story construct with a courtyard in the middle, a half-dozen bedroom units and an L-shaped room that’s been transformed into a gallery and a bar. The building is now used as a multipurpose gathering place. On this early evening, with Cornfed’s bus parked to the side, the many Masses and Magnetic Zeros are in overdrive, zipping around the complex as the light turns from orange to rust, each figuring out a task that needs doing while adjusting to the surreal Texas vibe. It’s a different animal out here, where the absence of sound creates a kind of presence.

But then there’s music through the silence. First some drums spilling from a room, then a bass, then a guitar — a band is rehearsing. It’s a three-piece called Victoria, led by Antony Langdon, former guitarist for the Brit-pop band Spacehog. Langdon and his two mates are playing songs written for them by actor Joaquin Phoenix. They’re debuting them tonight at Building 98, but first, they have to learn them. Now the scene has a soundtrack.

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Finding the light: Ledger directing “Quicksand”

Jon Ramos

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Reconnecting: Scenes from Marfa

Jon Ramos

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In the gallery, various Masses members unload their prints from the bus, and each batch of images conjures a different story. Icelandic photographer/director Borkur’s gorgeous underwater shots of floating beauty stir memories of Ramos and Amato traveling to northern Iceland to shoot Sigur Rós. As they hang little graphic illustrations of monsters by Masses designer and illustrator Daniel Auber, the knowledge of Auber’s work with director Terry Gilliam, and how he met Ledger on the set of the 2005 film The Brothers Grimm, paint the joyful little mutants with extra weight. (Gilliam’s other project with Ledger, The Imaginarium of Doctor Parnassus, was halted upon Ledger’s death but is back in production with three actors, Jude Law, Colin Farrell and Johnny Depp, in the late star’s role.)

“In the Masses, he wasn’t the boss,” Auber tells me later, back in L.A. “Like in the Renaissance, you have the people called mecenate. I think the translation is ‘patron [of the arts].’ It felt like that but in a really natural way. It was completely spontaneous — and so much fun. The Masses was a shelter from the bad side of Hollywood.”

When nature filmmaker Bayer sets one of his prints on a mantel — a peaceful shot of a group sitting around a campfire at night — a scene from a year prior jumps into the room. Taken from perhaps 10 feet away, all the people glow orange inside the night. You feel the warmth just looking at it.

Bayer shot it in August 2007 on a beach in Mexico during a Masses surfing trip. For the dozen or so there — including Sara Cline; Amato; Alex Ebert (a.k.a Edward Sharpe of the Magnetic Zeros) and his companion, singer Jade Castrinos; Bayer’s girlfriend, singer Mia Doi Todd; and a half-dozen others — it was a spur-of-the-moment respite, a motivator, a sort of commitment ceremony and understanding that the company Heath had decided to finance 10 months prior was more than just a company.


“Heath just kind of came in one day and said, ‘Let’s get an RV and go to Mexico,’” recounts Cline. “I said, ‘Heath, we have a company to run, and those are working days.’ And he said, ‘But it’s our company, and we can do whatever we want.’”

Over the next week, the dozen camped on the beach, surfed during the day and cooked and talked through the night. Recalls Cline: “It was free. We had only ever existed in L.A. together, and there was always a sort of nervous energy to Heath in the city. Every time he’d walk down the street, he’d get recognized, and he felt maybe a little restricted by that. [Mexico] was a place where nobody knew where the fuck he was, and it was very liberating for him. And I think it was liberating for all of us.”

“It’s very much a spirit-filled shot,” says Amato of the photo, looking at it on his computer at the office. The campers and surfers were a collection of people he and Ledger had gathered along their travels through Los Angeles — friends and colleagues who were in one way or another connected to the Masses’ ideals, which they had begun to formulate over the course of their decade-long friendship.

Heath Ledger almost always moved through L.A. on a yellow Ducati, his head encased in a full-face helmet as he zipped between his home in the hills and his Hancock Park workspace with perfect anonymity. He could put on his mask, hop onto his motorcycle, zoom down Laurel Canyon Boulevard, then leave the bike in front of the Masses’ office and sneak inside without a single person catching a glimpse of his face.

Although he was living in Manhattan to be closer to his daughter, Matilda, he returned to L.A. once or twice monthly, and when he did, he was usually working at the Masses’ office. You’d know he was inside if the motorcycle was parked out front. Upstairs, he’d sit on a balance ball in front of a workstation and edit, take meetings at the grand conference table (a glistening 9-by-4-foot piece of plate glass supported by 10 unused tin trash cans), make a move on one of the ongoing games of chess, listen to music, talk and watch movies. When Ledger got his first video camera, Amato watched as he learned to use it, and taught him to edit the footage. The actor took to it with typical passion.

“He filmed himself constantly, from every angle possible,” Amato says, “making faces, learning how he looked from different angles. He practiced a lot of shit on me because I was his video-chat buddy when he was making his coffee at work. He probably did the Alexander technique [a movement method for removing physical and mental stress] a dozen times in front of my face on video chat, where he would morph into the Joker.”

Younce recalls a party on South Orange a few days after Ledger first read the script for Dark Knight. “He acted out a scene that scared the fuck out of me,” Younce says. “He was just going through this scenario, and I remember he was being really candid and funny about it. I think this was before they had even created the makeup or anything, and I was really freaked out.”

Ledger was also determined to experience film from the other side of the lens, and started focusing — like many others learning the craft — on making music videos. His total output is six clips: two for the Australian rapper N’fa (Ledger and N'fa had known each other since they were 6 years old), two for Ben Harper (one was more of an exercise than an official release), one for young Australian chanteuse Grace Woodroofe (a beautiful cover of David Bowie’s “Quicksand”), and one for the late British folk singer Nick Drake. There’s also an unfinished animated Modest Mouse clip, sinister looking, on which he collaborated with Auber. In it, whales in a boat go fishing for humans in the ocean, harpoon them, and then turn them into food they give to their offspring.

All told, it’s maybe 20 minutes of concentrated work. The video for N’fa’s “Seduction Is Evil” features a big cast, with a stylized 1920s speakeasy feel. It’s not great, the obvious product of a first-timer, but by the second and more abstract “Cause and Effect,” Ledger was finding a voice, and captured the spirit of N’fa’s delivery.

Jon Ramos


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“It was very easy being directed by him,” the rapper says, “getting direction on what he was feeling, and on things that he could see in my [song] that I couldn’t see myself. It was a really cool process. Heath was a whirlwind, you know? ‘Go and go, shoot this and that.’”

“What he liked about [the video process] was that it did kind of exist outside of the system,” Cline says. “It didn’t put that type of pressure on him or raise his profile to a degree he wasn’t comfortable with, or give people too much access to him.”

Ledger, who passionately sought to help musicians, also wanted the Masses to have a music label. (Ultimately, the Masses’ music company has signed two acts: Edward Sharpe and the Magnetic Zeros, and Grace Woodroofe.) But everyone started to realize that for the Masses to succeed, it needed a structure. So Cline hired Jessica Slagle as an associate producer. Ramos came on as the creative director. Soon, the masthead grew, with actors Billy Zane and Ann Magnuson coming aboard, then Brady Corbet and the amazing Shannon Woodward, who co-stars with Eddie Izzard and Minnie Driver in The Riches. There were also music composers and designers and other artists, all working not for money (well, four were on payroll) but for the creative energy.

Tristan Bayer, with his lifetime of nature-photography experience (he spent years traveling the world with his father, wildlife cinematographer Wolfgang Bayer, before producing, directing and starring in his Animal Planet series), was brought on soon after Ledger finished shooting Brokeback Mountain, with the intent of producing a documentary on controversial whaling conservationist Paul Watson and his Sea Shepherd Conservation Society. He remembers: “After Batman, [Heath] was down for being out there. He wanted to be on the boat with the video camera in his hand, ramming the Japanese boats, swimming with the whales. He wanted to be part of the crew.”

By February 2007, Woodroofe was in L.A. recording for the Masses’ record label with Dublab producer Carlos Niño. Ledger and Amato had begun editing Amato’s script for The Makings of You, a love story based in Brooklyn, which they believed would be Amato’s feature directorial debut. Ledger was also making plans to direct an adaptation of Walter Tevis’ coming-of-age chess novel, The Queen’s Gambit — a project he chose with daughter Matilda in mind. “It was all about Matilda and her future,” Amato says, “making smart things for intelligent young women.”

Amato adds, “I definitely think the Masses was probably the most positive, safest place in his life at the time.”

Younce remembers watching Ledger work with Amato on the video for Ben Harper’s “Morning Yearning.” Shot in Los Angeles, the video moves from foggy images of dancers swaying and awakening to close-ups of a bow moving across a violin, of fingers opening like fans, and hands moving across space. It’s a piece about movement and grace and hope — a gentle little film for a lovely song.

“Heath was very confident and fun,” Younce says. “He had that booming voice, and his presence was so great on set. But there was this really lovely irreverence.”

They continued at the same pace for Grace Woodroofe’s video for “Quicksand,” by far Ledger’s most accomplished video. Shooting at the Edison in downtown L.A., Ledger created a surreal, curious little psychodrama, filled with vivid reds and greens. Each cut feels perfectly executed and moves along with a carefree confidence.

“I had never seen him so completely focused,” Younce says of encountering Ledger during the editing of that piece. “It was almost like there was a tunnel between him and the monitor. I remember coming in, and he’s like, ‘Hey Bryan,’ but he could barely even look away.”

Thirty miles outside Marfa, a nine-person breakaway group has landed in Fort Davis. While the musicians on the trip are crashing in the old officers’ quarters in Marfa’s Building 98, half of us have set up quarters in a little compound called the Trueheart Neill House, an old Victorian guesthouse that doubles as some sort of museum when it’s not being rented out. The nights are so clear in Fort Davis that you can see every star, the evidence being that the University of Texas has located its McDonald Observatory out here. The days are as bright, and the group, which blossoms further when Shannyn Sossamon and two of her friends arrive (she was screening one of her films), spends lazy mornings lounging in the West Texas solitude. Soon, a few start hatching an idea.


As Sossamon, Doi Todd and Ramos take turns playing an acoustic guitar, everyone starts talking about the screeching backyard windmills scattered throughout Fort Davis. Trevor DiCarlo, a longtime friend of the Masses and Ledger’s best mate since age 5, is recording the session — he's kept his digital camera running almost nonstop since arriving at the Trueheart Neill House.

“The cries of the Marfasaurs,” someone calls out.

Soon Bayer is brainstorming the makings of a horror film. “Okay, you guys. Where are the Marfasaurs from?” he asks. “And why are they here now? What are the Marfasaurs? We know what they sound like, but what else?”

In true Masses fashion, Bayer is suddenly hell-bent on staying a few extra days in Fort Davis with the camera, the actress, the musicians and the directors: His goal is to toss off a little flick.

“We gotta do this, you guys.”

The day Heath Ledger died, Matt Amato was in the woods outside of Eau Claire, Wisconsin, shooting a video for the band Bon Iver. He’d flown in that morning, and had been out with singer Justin Vernon, near the home of the singer’s parents. The two were in the middle of their first shoot for a song called “Wolves (Act I & II),” when they returned to the house to warm up. Amato checked his phone and found 36 messages on his voice mail. The first was from Brady Corbet, who was at Sundance promoting his role in Michael Haneke’s Funny Games. The two had spent the day with Ledger a few weeks before in New York. Amato called him back.

“He said, ‘Heath’s dead. He’s dead,’” Amato remembers. “And then he starts going on about Mary-Kate [Olsen] and all that — nobody knew anything yet.”

A friend of Vernon’s was taking a bath in the Eau Claire house, and when she heard the tone in the newcomer’s voice as he spoke to Corbet, she instinctively rushed out of the bathroom wrapped in a towel, her hair dripping, and put her arms around him as he broke down.

“She didn’t know what, but she knew something terrible had happened,” Amato recalls.

From there, all was chaos. Amato’s cell phone, which on slow days beeps with text-message alerts every few minutes, was ablaze as friends and relatives called to check in. Meanwhile, Vernon and a few of his friends sat around watching some Hollywood director they’d met a mere 45 minutes earlier weep uncontrollably.

“It was a very tense situation,” recalls Vernon, on the phone from Wisconsin. “Here am I, not really knowing what to do for this stranger. When he said that Heath had died, all these things started racing through my head. A: Heath Ledger has died. B: I’m in a kitchen with one of his best friends and business partners, and he’s in the middle of winter in Wisconsin, a million miles from anyone he knows.”

The solution: Vernon broke out a bottle of whiskey and made Amato an ice cream sandwich.

The thought of making a video made Amato sick to his stomach, but he couldn’t even think about driving back to Minneapolis to catch a flight. Plus, he remembered that Ledger had loved Bon Iver. The director decided to stay and film.

“I kind of gulped a little bit,” Vernon recalls, “Like, ‘Holy cow, this guy’s going to stay here for three days and grieve?’ It was kind of an intense idea, and I was really touched as well. It was definitely the strangest three days of my life, and also, simultaneously, three days of this heavenly, out-of-this-world, almost-like-a-dream state. It was an incredibly heavy thing to observe and to partake in. It was very thick. And exhausting. It’s the quickest I’ve gotten to know someone that deeply, for sure, in my entire life,” the singer concludes.

Through the making of the video, Amato was particularly struck by the lyrics: “Someday my pain, Someday my pain/ will mark you,” begins the slow, soft song, which Vernon sings in falsetto. “With the wild wolves around you/in the morning I’ll call you/send it further on.”

Solace my game, solace my game

It stars you

Swing wide your crane, swing wide your crane

And run me through

And the story’s all over you

In the morning I’ll call you

Can’t find a clue when your eyes are all painted

Sinatra blue

What might have been lost —

Don’t bother me

“After I read [the lyrics], I asked Justin why he wrote that song — which is a terrible thing to ask a musician,” Amato concedes. “He said, ‘I don’t know. Maybe it was your friend talking to you.’”



Back in L.A., the Masses office was in shock, but within a few hours it became a gathering place for a large group of Ledger’s friends. Similar wakes were occurring all over the world: in Perth, where his family and some of his oldest friends were mourning; in New York, where Michelle Williams, the mother of his child, had arrived from Sweden; in Vancouver, where the actor was in the middle of making Gilliam’s The Imaginarium of Dr. Parnassus; and at Sundance, where Bayer and Cline and dozens, if not hundreds, of former colleagues and collaborators heard the news on the crowded streets of Park City, Utah. Cline hopped a plane to New York. Bayer hopped into his sleeper van and immediately began the 15-hour trek back to Los Angeles.

By the weekend, everyone had returned, and the Masses office became an open-all-night port of call. Amato was busy channeling his heartbreak into editing both the Bon Iver shoots and, more important at the time, a 10-minute memorial video for the service in L.A. Among the moments from Ledger’s life he included was footage the actor shot of himself with the camera: spinning around with joy in London’s Hyde Park between The Dark Knight takes, absorbing the scene at Burning Man, surfing, stoking a campfire on a Mexican shore.

Shannon Woodward and her boyfriend, Andrew Garfield (who was working on the set of Dr. Parnassus with Ledger) brought some board games, and she entertained them with some song and dance. The newest Masses addition, Matthew Cardarople, brought in a blank canvas and some paint. And through it all, no TMZ crews or cable-news reporters found the group. Centerless Los Angeles hid its grieving masses neatly, whereas in New York, a circus was centered on Ledger’s apartment building.

“It proved to me that we really did a great job in creating that safe place for him,” Jessica Slagle says, “because the paparazzi never showed up, and nobody knew where we were.”

The vigil was very unlike the last time Amato had seen Ledger in New York, when a group of Masses associates had flown in to attend a concert celebrating the release of Todd Haynes’ I’m Not There.

“It was getting so crazy in New York before he died,” remembers Amato. “One of my last images of him, on the last day I was with him, is of him pressed up against the glass of the windows where we were at, just looking to see where all the photographers were. Trying to navigate his way. Trying to chart his course before he went out.”

But in the feeding frenzy that followed Ledger’s death, it appeared that the media were steering the narrative of the actor’s last days.

“I’m really annoyed at what I’ve seen in papers — that the darkness of the Joker character took over his personality. That is so ridiculously wrong,” says Auber, who was in London during The Dark Knight shoot, working with Ledger on the Modest Mouse video. “He was having a lot of fun. He was really enjoying it. He wasn’t dark at all. It was actually a real happy moment when I was in London [with him]. Matilda was there, Michelle was there. They were a happy family. He had a lot of free time for London and his friends — he would only shoot a few days a week. He really was not depressed by the character at all.”

In the months following the actor’s death, the question of the future of the Masses loomed large. Before Ledger had stepped in, the Masses was an idea that had blossomed on South Orange, with little overhead but big ideas. With his backing, no idea has been too huge or unrealistic to at least contemplate its completion. Ledger’s estate opted against continuing to finance the Masses, and by the beginning of April, the collective understood that with their lease up at the end of June, they’d have to either find financing or move to a smaller space.

There is hope. Billy Zane connected the Masses with an Australian investor interested in keeping Ledger’s mission alive, though all they’ve got at this point is a handshake. Their landlord is allowing them to stay in the space on a month-to-month basis, and each individual member is freelancing jobs to pay the rent.

Even with financing, though, the group's members know that the landscape has permanently shifted.

“It’s changed. Absolutely,” Auber says. “I’m sorry to say this because we do want the Masses to keep going. But obviously it’s not the same. Now it’s … now it’s a company. Before, there was a supernatural ingredient that made it something I’d never seen before. It’s still a place where I have great friends, who I want to see all the time, but from a purely professional point of view, having Heath out there making incredible movies, meeting incredible people and bringing them in — that is a big river of energy constantly coming to the Masses. Now, we’ll still make movies and meet incredible people, but Heath’s charisma was a different level of attraction for us.”


One night, right after Ledger died, Slagle had some of his best friends in her car. It was raining. “I was just like looking up at the sky and [thinking], ‘Give me wings, keep me safe with all these people,’” she says. “You know, those are the moments where it would get really clear that if there was one thing that we could do, it would be to stay attached, just like he would have wanted us to.”

“Every time a motorcycle drives by here,” Amato says in his office, “I could jump back a year and think none of this ever happened. That Ducati — yeah, that’s his motorcycle coming. … So much to miss.”

Over the course of four days in Marfa, the ever-growing dozen-odd Magnetic Zeros have secured bikes (plus one gracious stranger’s Volvo) and become a part of the town. And on this fifth and last night of the trip, with the future of the Masses far from certain, a renegade party breaks out, with Mia Doi Todd and Edward Sharpe and the Magnetic Zeros delivering the salvation.

Doi Todd sings a song she’s been playing at Masses gatherings for the past year, one that’s became a kind of anthem for the group, “River of Life.” She had played it on the beach in Mexico, had played it at a Dublab party Ledger had flown in from New York to attend a few months before he died, and now, as she plays it in Marfa, it seems to touch something in the people witnessing the music.

“Mia’s there, and I’m sitting right there in front of her,” Amato says, “and she’s singing ‘River of Life’ and conjuring.”

After, the lights go out, and festival director Robin Lambaria takes the stage to introduce Ledger’s as-yet-unreleased video for Grace Woodroofe’s “Quicksand,” which features the singer in a duet with Alex Ebert. Lambaria introduces it with three simple words: “Thank you, Heath.”

It’s late, maybe 2 a.m., by the time Edward Sharpe and the Magnetic Zeros take the stage, but the little space is still packed with 150 people. During the previous five days, the band has been playing nonstop, working out songs, refining others. There’s something about going on a journey as a group that forms a lifelong connection, and for the Magnetic Zeros, the Marfa experience seems to be solidifying something.

But three songs into their set, the police show up — three different varieties: the sheriff, the liquor commissioner and the state police. It turns out that the venue is unlicensed, the alcohol in peoples’ hands is prohibited and things are getting noisy. But the small crowd — the Masses, most of the Marfa Film Festival attendees and a few locals — isn’t ready for this night to end. An officer informs Lambaria that unless the whole party shuts down, everyone will be thrown in jail. Lambaria shares the threat with Ebert, who is onstage and not ready to stop.

“And then,” he recalls, “just by reasoning, and talking with myself, and then going through the typical metaphorical thing of ‘the Man’ versus ‘the Artist,’ [I thought,] the Man has fewer numbers. The masses have larger numbers. We are the sleeping giant they’re fucking terrified of, anyway.”

Faced with a stubborn crowd, the officer gives the band a choice: Do they want to quit playing, or do they want to go to jail?

“We all start chanting, ‘Jail! Jail! Jail! Jail!’” Ebert says. “There’s no way that they’re going to load us all off to jail. And so, suddenly, everything was okay. The show can go on, because we had all decided that it was okay if we go to jail. No one’s going anywhere. No one makes a move for the door.”

Triumphant, the band kicks into their song “Home,” a duet between Ebert and Castrinos, with the chant-along chorus, “Home is wherever I’m with you.” The room rejoices.

“I didn’t know anything about the band,” festival director Lambaria says, a tone of confused wonder in her voice. “I’d heard maybe 30 seconds of them on audio clips. But all I know is something happened that night. Something really magical. I mean, my three best friends next to me, who had never heard the band before either, cried during the show. There was spirit in that room. I don’t know what it was, but something was released that night. Something profound happened.”


“It gives me chills just thinking about it,” Ebert says. “People were crying, and that was exactly what it felt like from onstage. But it’s so hard to explain.” He puts his hands together, trying to capture the feeling nonverbally, and then fans them apart. “It was like … it was like … bursting into light. I don’t know. It’s something I never ever experienced in my life before. Ever. Not even close.”

For all the members of the Masses in the room, the night, and the trip to Marfa, becomes a sort of affirmation, some nod that everything works itself out, and that money, or lack thereof, isn’t the point, nor is the presence of a Big Name Celebrity on their masthead.

“It was definitely a feeling of, ‘The spirit is alive,’” Amato says, “‘and the beat goes on.’”

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