‘Winnie the Pooh: Blood and Honey’: Inside the Viral Micro-Budget Slasher Hoping to Slay the Box Office (EXCLUSIVE)

Two years ago, director Rhys Frake-Waterfield was producing micro-budget horror movies such as “Dinosaur Hotel” and “Firenado” in between working for a British electricity supplier. Now, he is poised to become the helmer behind what may soon be one of the most profitable movies in the last decade in terms of budget-to-box office ratio.

Next week, “Winnie the Pooh: Blood and Honey,” his directorial debut, will open across 1,500 screens in the U.S., followed by 1,300 in Latin America, 100 in Canada and countless more in the U.K., Japan, Australia and Benelux. (Premiere Entertainment is handling international sales.) In Mexico, where the film was released on Jan. 29, “Pooh” hit number 4 at the box office in its first week, nestled between “M3GAN” and “Avatar 2,” taking in over $700,000.

Sure, those other films had already been out for some time, but “Pooh” was made for less than a hundredth of “M3GAN’s” $12 million budget. “I knew there was potential there for it to do really well,” Frake-Waterfield tells Variety of the project. “But I’d be lying if I said I remotely expected this degree of it being viral.” (Frake-Waterfield’s production company Jagged Edge and ITN Films, which co-financed the project, declined to give the exact budget for “Pooh” but indicated it was under $100,000).

“Winnie the Pooh: Blood and Honey” didn’t have more of an auspicious start than Jagged Edge’s countless other productions when it started shooting in April 2022. It didn’t even have the filmmakers’ undivided attention. While Frake-Waterfield was overseeing “Pooh” in the middle of Ashdown Forest in Sussex (the real-life inspiration for A.A. Milne’s Hundred Acre Wood), his co-producer and Jagged Edge co-founder Scott Jeffrey was down the road making snowman slasher “Jack Frost.” “They were literally happening simultaneously,” Frake-Waterfield recalls. “It was so manic.”

Meanwhile, Frake-Waterfield’s colleagues were unconvinced. He says he had to beg crew to come on board while actors he had worked with on equally schlocky films were turning down “Pooh” point blank, convinced it was “going to absolutely bomb,” he says.

“They were worried about their careers,” adds Jeffrey. “They don’t want to be in something that they just think off the bat sounds, you know, crap.” Still, they managed to scrape together a cast that includes Craig David Dowsett as Pooh, Chris Cordell as Piglet and Amber Doig-Thorne and Natasha Tosini as the pair’s victims.

A few weeks after the cameras stopped rolling, Jagged Edge shared some stills online, including one of Pooh ominously approaching a bikini-clad Tosini in a hot tub. Far from bombing, the film blew up. “Scott woke me up one morning, and I was in a bit of a daze, asleep, and he was like, ‘Look at your phone,’” Frake-Waterfield remembers. “It just became this viral sensation straight away.”

Despite how it may sound, Frake-Waterfield and Jeffrey are not an overnight success. They met around a decade ago in their hometown of Essex: Frake-Waterfield was at college, Jeffrey was an actor. Before joining the industry, neither had any connections to it. Both of their moms are carers. The duo live together — and make movies — frugally. “I’ve not ever been exposed to the luxury of having £500,000 [for a film],” says Jeffrey.

It was Jeffrey, fed up with auditions, who first pivoted to producing. “As an actor, you’ve got zero control in any of it,” he explains. “And I was like, ‘Okay, well, if I make my own stuff, then I can make my own possibilities.’” His debut film, made for under $12,000, was an “I Know What You Did Last Summer” knockoff called “Fox Trap,” which he wrote and produced. Jeffrey sold it to ITN Films, one of Walmart’s leading suppliers of micro-budget movies. Jeffrey, who performs under a different name, also appeared in “Fox Trap,” but says he “very quickly learned that there’s no way I could act and produce on this budget. So I stuck to producing.”

Vowing to become “the Terminator of producing,” he set himself the goal of making over 100 films by the age of 30, to stand out from the crowd. “The person before me might have had a short film in Sundance, but then I’m sat there with 100 feature films [that have all been] distributed,” he says. In the last eight years, Jeffrey has made 114 films – including “Tooth Fairy: Drill to Kill,” “Curse of Humpty Dumpty” and “Demonic Plastic Surgeon, MD” – every one of which has not only been distributed but, he says, has also made a profit.

Having achieved his goal, Jeffrey set his sights on making a film that would go viral. “Because I know that, annoyingly, with this industry it’s very much about like, ‘Oh, you’re the person that did this.’ It’s not always [about] your ability,” says Jeffrey. “Which is why I’ve gone down this route of constantly making films that are ‘Winnie the Pooh,’ or like, I just shot a film called ‘Monsternado.’ It’s ridiculous stuff. But the end goal — when I finally get where I want to be — is serious filmmaking.”

Living with Jeffrey, Frake-Waterfield picked up filmmaking “almost through osmosis.” Although still working at the energy company, he would often discuss projects with Jeffrey until eventually they began developing and producing together. “With low budget producing, you get exposed to so many different areas of the filmmaking chain,” Frake-Waterfield says. He wrote treatments, dabbled in VFX and would sometimes step in when a director dropped out at the last minute, a not uncommon occurrence. “When that happens, the project can’t just stop…so then it would fall on us to take over and just start directing.”

It was ITN president Stuart Alson who first spotted an article about “Winnie the Pooh” lapsing into the public domain in early 2022 and sent it to Frake-Waterfield in the WhatsApp chat they use to kick around ideas (at one point they considered making a horror Sherlock Holmes, whose copyright has also recently lapsed).

In the 32 years since launching ITN, Alson has put out 700 micro-budget movies, 40 of which have been produced by Jeffrey. His is a simple formula: public domain characters, genre (horror, Western, sci-fi) and sequels, all direct to consumer. “If something works, you keep doing it over and over,” Alson says, which is why ITN has put out no fewer than five slasher “Tooth Fairy” pics, all produced by Jeffrey. “I funded 2, 3, 4 and 5,” Alson says. “But that’s it, because we ran out of teeth.”

“Winnie the Pooh: Blood and Honey” is ITN’s first theatrical release and its most bankable film ever. Unsurprisingly, a sequel’s already been greenlit.

When the first stills for “Winnie the Pooh: Blood and Honey” ignited the Internet last May, there was debate over whether Pooh was a killer bear or a killer in a bear mask. According to Frake-Waterfield, who also wrote the script, his Pooh is half-man, half-bear. “He’s got a mix of human organs and blood, but also there’s fluff [inside] him.” If that sounds ridiculous, it’s deliberate. “To me, the whole tone of the movie is just fun and a bit [of] satire,” he says. “You’re supposed to laugh at it.”

Significantly, Pooh is not doll-sized, à la M3GAN. “That was a very early conversation,” says Frake-Waterfield. A 3 ft, knife-wielding teddy bear (which was what “everyone was suggesting”) would have been largely CGI, which, due to the “very, very tight” budget, meant he would hardly appear in the film. “I mostly go to a horror film for the villain,” the director explains. With a real actor playing the cubby, audiences get “nonstop Pooh,” he says. “A lot of horror fans, and a lot of the people who really like the film — that’s an aspect they love.”

Even with minimal VFX, every expense was spared. The rubber mask Dowsett wears as Pooh was one of the costlier line items, sourced from an online retailer for $650, while his hands are clad in dishwashing gloves, snapped up for £1 ($1.20). “They perfectly matched the shades of the mask,” Frake-Waterfield says. A furry Pooh was out of the question. Not only would arms alone have cost another couple thousand dollars but mixing blood and fur “is a nightmare,” apparently.

So constrained was the budget, it didn’t even allow for a pre-production location recce, meaning many scenes had to be improvised on the fly. “On these budgets, because you can’t really do a huge amount of planning and preparation, a lot of it can just go out the window and you need to be able to just really think on your feet…and alter things, but still have a solid death scene in the end,” the director explains. In one scene, where (spoiler alert) Piglet hacks a woman to death in a swimming pool, Frake-Waterfield turned up to find the poolhouse dramatically smaller than it appeared in photographs. “I was like, ‘Oh my god, it’s a Hobbit swimming pool,’” he recalls. No longer could Piglet swing his axe into the air since it would have hit the ceiling; instead, he aims a side-swing at his victim, crouched in the water the entire time.

But the incredibly low budget means that if, as they hope, “Pooh” pulls off a box office heist, it will find itself in a rarefied group of the world’s most profitable movies. Jagged Edge have their sights set on beating “Paranormal Activity,” which was originally made for around $15,000 (more was spent in post and re-shoots) before going on to earn a staggering $193 million worldwide. Alson is more cautious. He hopes they might match last year’s “Terrifier 2,” which did around $10 million on a budget of approximately $250,000.

Crucial to the rollout is the fact that, with studios prioritizing their own streaming platforms, there simply aren’t enough movies in theaters right now. “I might not have had the opportunity to get in so many theaters prior to pandemic,” Alson acknowledges.

Given how viral the film has gone, Alson has of course been approached by all the big streaming platforms but he’s not in a hurry to set a digital or DVD release date, instead telling distributor Fathom Events to keep the theatrical window open at least until April 1, should theaters want it. “We just want to have fun and let it ride,” he says. “We’re based in Vegas, so everything we do is based on a gamble.”

Frake-Waterfield and Jeffrey meanwhile are already prepping their next film, which Jeffrey will direct, described as “Jurassic Park” meets “Bambi.” Then of course there’s the “Pooh” sequel, which Frake-Waterfield plans to start writing at the end of the month. The budget, he says, will be five times bigger and he’s hoping for a February 2024 release. “A lot of people are loving the first one,” he says. “But I know what we can really do with the second, and how we can make it even more fun and goofy.”