How Did This Get Made?

In Memory of Avaryl Halley (Shadow in the Cloud Matinee)

November 4, 2025

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  • The episode of *How Did This Get Made?* is a tribute to the recently deceased Movie-Picking Producer, Avaryl Halley, who was responsible for selecting every film for the podcast since 2013. 
  • Avaryl Halley was highly respected by the hosts for her keen, specific, and funny sensibility in recognizing 'amazing films' that defined the show's voice. 
  • The matinee portion of the episode features the complete *Movie Bitches* discussion of *Shadow in the Cloud*, which Avaryl selected as her favorite bad movie of 2020, highlighting her unique taste for camp and the bizarre. 
  • The discussion reveals that the term "gremlins" originated with Roald Dahl's children's book but was popularized during WWII among airmen as a scapegoat for mechanical failures, a concept the movie *Shadow in the Cloud* literalizes. 
  • The character in *Shadow in the Cloud* is praised for being an incredibly capable badass who handles combat, piloting, and motherhood, with one host noting the breastfeeding scene significantly elevated the film's standing. 
  • Despite structural criticisms, the hosts ultimately enjoyed *Shadow in the Cloud* as an absurd, fast-paced film, with one host suggesting it would function well as a midnight movie experience. 

Segments

Tribute to Avaryl Halley
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(00:00:00)
  • Key Takeaway: Avaryl Halley, the show’s Movie-Picking Producer, passed away after a year-and-a-half battle with breast cancer.
  • Summary: Paul Scheer announced the passing of Avaryl Halley, emphasizing her kindness, talent, and crucial role in selecting every film for How Did This Get Made? since 2013. He noted the overwhelming, heartfelt support from the audience for her and her family. Avaryl’s work was foundational to the show’s voice, though she was rarely heard on the microphone.
Avaryl’s Movie Selection Process
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(00:01:48)
  • Key Takeaway: Avaryl was instrumental in defining the show’s voice by rigorously vetting submissions, rejecting 90% of suggested films.
  • Summary: The search for a movie picker began in 2013 when the team sought listeners to help find fun bad movies, leading them to Avaryl due to her background as a hilarious editor. Paul learned never to doubt her judgment, as she possessed the ‘secret sauce’ for identifying films that worked for the podcast. Her influence was so significant that the hosts now question how to proceed without her guidance.
Personal Memory and Legacy
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(00:03:50)
  • Key Takeaway: Avaryl shared a personal connection with Paul’s family, exemplified by her giving his sons commemorative coins from her father.
  • Summary: Despite their relationship being primarily email-based, Paul cherishes in-person meetings, especially one where Avaryl interacted sweetly with his boys. The coins she gave them remain a tangible reminder of her kindness and interesting nature. The audience’s outpouring of support for her battle with cancer has been overwhelming to her family and friends.
Movie Bitches and Avaryl’s Taste
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(00:06:14)
  • Key Takeaway: Avaryl co-hosted the funny show Movie Bitches on YouTube, which listeners are encouraged to watch to understand her taste.
  • Summary: Paul highlighted Avaryl’s positive and resilient attitude during her cancer battle and directed listeners to her Movie Bitches channel for more of her work, including a review of Sleepaway Camp, which she called her favorite bad movie. The show will continue under the constraints and standards she established, serving as a tribute to her.
Playing Avaryl’s Mashup Clip
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(00:08:57)
  • Key Takeaway: Avaryl created signature video mashups for live shows, such as one focusing on the name ‘Harry Hole’ from The Snowman.
  • Summary: Paul played one of Avaryl’s signature mashups featuring various people saying ‘Harry Hole’ with a straight face to celebrate her ear for comedy. This clip demonstrated her ability to find humor in specific details, even when the main podcast discussion was about a different film.
Introduction to Shadow in the Cloud
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(00:11:42)
  • Key Takeaway: Paul chose Shadow in the Cloud because Avaryl picked it, recognizing its potential for discussion despite not being a typical HDTGM selection.
  • Summary: The matinee film, Shadow in the Cloud, was Avaryl’s pick, chosen because it contained many interesting elements to discuss. Paul introduced a snippet from the Movie Bitches episode on the film so listeners could hear Avaryl in her element, praising her unmatched eye for recognizing camp and the bizarre.
Avaryl’s Review of Shadow in the Cloud
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(00:12:42)
  • Key Takeaway: Avaryl described Shadow in the Cloud as ‘pure madness’ and her ‘favorite piece of hot garbage this year,’ noting its blend of style and absurdity.
  • Summary: Avaryl expressed extreme emotional reactions to the film, including laughing until she cried and feeling nauseous, indicating its powerful effect on her. She noted the movie shifts from horror to a ‘screwball comedy’ in its later stages. She also pointed out the film’s stylized, John Carpenter-esque synth soundtrack and the realistic depiction of chauvinism among the male crew members.
Co-hosts’ Initial Reactions
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(00:18:46)
  • Key Takeaway: The co-hosts immediately noted the film’s bizarre nature, particularly the unexplained presence of Gremlins aboard the WWII bomber.
  • Summary: Jason and June shared their initial shock, with Jason noting the closed captioning displaying ‘gremlin colon screeches.’ June enjoyed the film but was confused by the lack of explanation for the Gremlins’ origin or presence. They questioned why the characters seemed unphased by the literal monsters attacking them, focusing more on the female protagonist’s situation.
Gremlins and WWII Context
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(00:20:51)
  • Key Takeaway: The film opens with an animated segment referencing real WWII-era soldier safety videos that blamed ‘gremlins’ for accidents, setting up the movie’s central conceit.
  • Summary: The opening animation referenced historical ‘Private Snafu’ style videos where ‘gremlins’ were used as a euphemism for careless mistakes. This context made the co-hosts wonder if the film would focus on literal Gremlins, which they would have preferred over the other plot elements. The men on the plane reacted more strongly to the presence of a woman than to the literal monsters.
Protagonist’s Isolation and Characterization
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(00:25:38)
  • Key Takeaway: The first 30-45 minutes of the film consist almost entirely of Chloe Grace Moretz alone in the gun turret, communicating only via radio.
  • Summary: The extended time spent with the protagonist isolated in the turret made it difficult for the hosts to connect with the other characters, who were mostly just voices on the radio. The heavy synth score felt incongruous with the 1940s setting, though June appreciated the style. The hosts noted the film’s failure to commit fully to any single genre—war, horror, or romance—made it feel disjointed.
Protagonist’s Indestructibility and Plot Holes
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(00:34:06)
  • Key Takeaway: The protagonist survives physically impossible feats, such as falling out of the plane and being rocketed back in by an explosion, yet remains unphased.
  • Summary: The hosts pointed out the inconsistency in the protagonist’s reactions: she is unfazed by surviving an explosion-assisted return to the plane but reacts strongly to minor issues like firing a gun illegally. They noted that the film piles on too many stakes (war, misogyny, Gremlins, protecting the baby) without fully developing the emotional weight of any single one.
The Baby and the Gremlins’ Motive
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(00:51:17)
  • Key Takeaway: A major unresolved question is the Gremlins’ specific motivation for wanting the baby, which the hosts speculate might involve turning it into a Gremlin.
  • Summary: The co-hosts debated whether the Gremlins were drawn by the baby or if the plane was already infested, noting the film never explains their motive. They contrasted Shadow in the Cloud with films like Snakes on a Plane, where the central threat is clearly defined. The final scene showing the protagonist breastfeeding was noted as a powerful visual, though one host questioned the physiological possibility after the trauma.
Gremlin Origin and Pilot Lore
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(01:03:20)
  • Key Takeaway: The term “gremlins” was coined by Roald Dahl, but it originated as a concept among servicemen to assign blame for mechanical failures to mystical creatures rather than human error.
  • Summary: Gremlins were first mentioned in a Roald Dahl children’s book, though the term was already in use by servicemen, particularly during WWII. This concept served as a morale booster, acting as a scapegoat for shoddy workmanship on complex machinery like airplanes. The movie Shadow in the Cloud uses this historical context as its launching point, questioning what if actual gremlins caused engine failure.
Protagonist’s Badassery and Motherhood
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(01:07:14)
  • Key Takeaway: The protagonist’s competence across multiple domains, including combat, piloting, and breastfeeding, made her character believable despite the film’s absurdity.
  • Summary: The main character is highlighted for being adept at fighting gremlins, operating artillery guns Rambo-style, and successfully landing the plane. One host specifically praised the inclusion of breastfeeding, stating it automatically elevated the film’s quality. Her line, “You got to shoot your shot,” is noted as a potential origin for the modern phrase.
Audience Disagreement and Negative Reviews
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(01:14:08)
  • Key Takeaway: Negative Amazon reviews for Shadow in the Cloud heavily criticized the lack of plot, nonsensical storytelling, and reliance on dialogue featuring only the lead actress.
  • Summary: Despite 42% five-star reviews, many negative reviews called the movie a complete disappointment with no plot or reason. One reviewer played a game counting consecutive seconds the lead actress’s face was off-screen, only reaching 2.8 seconds. Another review suggested the storytelling was so poor it must have been written by elementary student council interns.
Final Recommendations and Score Critique
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(01:16:36)
  • Key Takeaway: The hosts ultimately recommended Shadow in the Cloud for its absurdity and fast pacing, though one host was upset by the use of Kate Bush’s “Hounds of Love” in the credits following a John Carpenter rip-off score.
  • Summary: The hosts agreed the movie zips by quickly and is enjoyable in an absurd way, especially as a midnight movie. The film’s score, described as a techno synth John Carpenter rip-off, contrasted sharply with the use of Kate Bush in the closing credits, which one host found jarring. The episode concludes with a final joke referencing the Bechdel test and plugs for upcoming events and merchandise.