Podcast Summary: "How Did This Get Made?" – In Memory of Avaryl Halley / Shadow in the Cloud Matinee

Date: November 4, 2025
Hosts: Paul Scheer, June Diane Raphael, Jason Mantzoukas
Episode Theme: Tribute to Avaryl Halley & A Comedic Deep Dive Into "Shadow in the Cloud"

Episode Overview

This poignant matinee episode serves a dual purpose:

• To commemorate the life, legacy, and humor of Avaryl Halley, the podcast’s super producer and secret weapon, who passed away after a battle with breast cancer.
• To analyze (and gently skewer) the 2020 WWII gremlin-action-fantasy movie "Shadow in the Cloud," staying true to the show's mission of celebrating the best of the worst films.

The episode balances heartfelt eulogies with characteristic banter and incisive movie breakdowns, embodying the fabric Avaryl wove into the show.

Remembering Avaryl Halley (00:30–15:04)

Tribute by Paul Scheer

• Paul announces Avaryl's passing after a year-and-a-half battle with breast cancer, emphasizing the outpouring of love from the show’s community and her pivotal, mostly behind-the-scenes role on the podcast.
• Avaryl’s unique impact: Since 2013, she’s been the gatekeeper for movie selection, shaping the show’s distinctive brand of “fun-bad” films. Paul shares anecdotes about her sharp eye and humorous rejections ("Never doubt Avaryl").
• Personal moments: Paul recalls Avaryl’s visit backstage in London, gifting his children special coins, and the warmth and humor she brought to everyone.
• Avaryl’s taste: Renowned for her love of “camp” and specific comedic oddness, she also co-hosted her own show (“Movie Bitches”), introducing the HDTGM team to hidden gems and developing a strong resilience and positivity as her illness progressed.
• Her legacy: The team resolves to keep her spirit alive in every episode and encourages listeners to check out Movie Bitches for more of Avaryl’s voice and perspective.

  “She set a guiding light for us... This loss is massive. It really is.” – Paul Scheer (10:37)

Avaryl in Her Own Words (15:04-17:23)

• Clip from Movie Bitches: Avaryl and Andrew discuss "Shadow in the Cloud" with enthusiasm and wit, illustrating her signature analytical humor:

  “I laughed so hard I cried, had a headache, felt nauseous, laughed some more... This is pure madness.” – Avaryl (15:04)
  “I think this is my favorite piece of hot garbage this year. It was some Gods of Egypt level nonsense with a lot of style.” – Andrew/Avaryl (15:36)

Signature Avaryl Mashup (Harry Hole) [11:25–12:01]

A snippet of Avaryl’s signature video mashups is played—a “Harry Hole” montage from The Snowman episode, beloved by live audiences for its absurdity and timing.

“Shadow in the Cloud” Matinee: Panel Discussion and Breakdown

First Impressions (20:12–21:41)

• Paul: Frames the basic plot: WWII, woman boarding a plane with a mysterious package.
• Jason: Immediately references the film’s tonal whiplash and the closed-captioning surprise of “Gremlin: Screeches.”

  “Whoa. This was some wild stuff... I was not prepared for it to say Gremlin: colon screeches.” – Jason (20:59)

• June: Surprisingly enjoyed the film, praising its ability to hold her attention, while noting the absence of gremlin origin explanation.

  “This was one of the rare movies that got my attention and kept it.” – June (21:41)

Plot and Style Deconstruction (21:44–34:52)

• Lack of Gremlin Explanation:

  “Not only did they never explain why and how, there were gremlins aboard the plane, the people on the plane seemed uninterested. Unfazed.” – Jason (21:58)

• Animated Opening & Gremlin Lore:
  • Paul explains the origin of the “gremlin” myth among WWII pilots (22:22), referencing Private Snafu cartoons and the idea of blaming mishaps on mischievous creatures (22:51), which is foundational to both the film and discussion.
• Structural Critique:
  • They marvel at how the first 30+ minutes are just Chloe Grace Moretz in a gun turret, talking to disembodied (often misogynist) men.
  • Jason and Paul compare this setup to “pandemic movies,” citing how little ensemble interaction happens.
  • Notable Quote:

    “I thought that was gonna be the whole movie... You’re alone, you’ll shoot the whole thing in this little rig.” – Jason (28:02)

  • The synthy, John Carpenter-inspired score is debated: June loves it; Paul and Jason find its period incongruity odd. (28:55)
• Misogyny As Horror:
  • Avaryl (via Movie Bitches) and June both highlight that the movie’s central horror is the men’s chauvinism, turning a genre expectation on its head (16:08, 32:47).

Absurdity and Stakes (32:07–42:51)

• Impossible Feats and Over-the-Top Action:
  • Panelists struggle to suspend disbelief as the protagonist survives outlandish scenarios (free-soloing a WWII bomber, being blown back into a hole by an explosion), joking about her indestructible, “Terminator” status.

  “She’s indestructible because she does some shit here... She gets blown... The Japanese plane below her explodes and its explosion rockets her back up and into the hole she came out of.” – Jason (39:05)

• Gremlins as Symbolism:
  • Jason argues (33:52) the film conflates literal monsters with the figurative ones of toxic masculinity, although the execution is “clumsy.”

  “There are monsters of all sorts... literal monsters and the figurative monsters of toxic masculinity.” – Jason (33:52)

• Wishful Reimagining:
  • Several joke about more coherent or satisfying versions:
    • The men are actually gremlins (“a special crew”).
    • The protagonist is a secret gremlin hunter.

    “I wanted her to be a spy... and she snuck aboard this plane because she knew there were gremlins.” – Jason (74:55)

Ensemble, Geography, and Budget (43:13–54:07)

• Disconnection from Supporting Cast:
  • The crew feels anonymous, with most interaction as voices on radio; this diminishes emotional stakes and makes twists (baby’s parentage reveal, ensemble deaths) less impactful.
• Budget & Pandemic Production History:
  • June and Jason theorize about the film’s one-woman-show structure being a product of pandemic constraints; the $10 million budget seems surprisingly high given its minimal cast interaction.

Thematic Questions & Plot Holes (56:08–67:57)

• Layered Stakes:
  • The panel jokes about the “hat on a hat on a hat” premise: Gremlins + dogfight + misogynist men + secret baby.

    “It’s a hat on a hat on a hat. Right. It’s not just, I have to protect my baby. It’s, I also have to fly and land this plane. It’s also, I have to fight these gremlins.” – Jason (50:04)

• Narrative Confusion and Missed Opportunities:
  • They wish for a better sense of gremlins’ motives, origins, and impact—especially since the film spends so much time not addressing them.

    “A movie that has Gremlins in it and have it not re- have none of the main characters really be like, what the fuck is up with these Gremlins?” – Jason (57:21)

  • Hilarious discussion on the improbability of the baby surviving, the lack of air holes in the box, and how the protagonist manages action scenes physically and logistically.

Gremlins Lore and Real WWII Context (69:08–73:15)

• Twilight Zone and Roald Dahl:

  • Jason (69:10) brings up the “Nightmare at 20,000 Feet” Twilight Zone episode.
  • Paul (69:51) reveals “gremlins” were indeed a WWII-era pilot myth (clarified at 71:14), popularized by Roald Dahl (the term precedes the famous Joe Dante movie), used as a kind of scapegoat for malfunctions.

  “They chose to, like, take that and make it like an actual thing, like, oh, an actual gremlin.” – Jason (72:12)

• Symbolic Victory:

  • June muses (73:15) that in the film’s logic, the protagonist triumphs over mechanical (gremlin) problems, enemy fire, and her crew’s incompetence, cementing her as the real “hero.”

Funniest / Most Memorable Moments & One-Liners

• On Gremlins Not Being a Big Deal:

  “The men in the movie seem more... furious they are more engaged on an emotional level with the fact that there is a woman on their plane. More so than gremlins.” – Jason (40:06)

• On the one-dimensional men:

  “It was actually really refreshing... there were so many one dimensional male characters, that you were like, I can’t wait for them to die.” – Avaryl, via Movie Bitches (18:04)

• On Chloe Grace Moretz and suspension of disbelief:

  “She is like Rambo is a good example... she’s adept and a badass in all way shape and form, including giving her baby nourishment with her boobs.” – Jason (77:00)

• On the ending and real WWII footage:

  “It is also confusing because, like League of Their Own, I want to see the women playing baseball. This is... This is a Rambo story. But to put real people there, I’m like, it is a little weird... it’s cool, but wait, what?” – Paul (79:04)

• On the 80s synth score:

  “I love a synth 40s movie. I was like, okay, interesting.” – Jason (28:55)

• Running “Gremless” joke:

  “You wanted Gremless” – June (56:48)
  “That’s the shirt.” – Paul (56:49)

Audience & Critical Response (80:10–83:40)

• Third Opinions:
  • Paul reads hilariously negative (and some positive) customer reviews, including one that times Chloe Grace Moretz’s screen absence at only 2.8 seconds and another that posits the script was written by elementary school interns.

Final Recommendations & Thoughts (83:05–85:08)

• Would They Recommend It?
  • June: Yes, she genuinely enjoyed it, particularly for its novelty and blend of genres.
  • Jason: In an “absurd way, yes,” appreciating its breakneck pacing and midnight-movie thrill, despite (perhaps because of) its flaws.
  • Paul: The film would shine as a communal, late-night movie screening—a perfect fit for “How Did This Get Made?” fans.

Closing Thoughts & Avaryl's Legacy (Throughout)

The episode showcases HDTGM’s ability to blend irreverent, laugh-out-loud movie analysis with heartfelt community-building and personal reflection. Avaryl Halley’s commitment to finding the weird, the wonderful, and the “just-right” kind of awfulness is celebrated not just in the films chosen but in the hilarious, loving spirit that infuses every moment of this show.

“All I can say is, we will miss you, Avaryl. You are forever part of the show... our hearts are broken. But I do think your legacy will live on.” – Paul (14:15)

Notable Quotes with Timestamps

• On Avaryl’s role:

  “Never doubt Avril. That’s what I learned working with her.” – Paul (06:42)

• On the movie’s confusion:

  “Not only did they never explain why and how, there were gremlins aboard the plane, the people on the plane seemed uninterested. Unfazed.” – Jason (21:58)

• On gremlins as allegory:

  “There are monsters, literal monsters, and the figurative monsters of toxic masculinity.” – Jason (33:52)

• On Chloe Grace Moretz’s resiliency:

  “She’s indestructible because she does some shit here... She gets blown... The Japanese plane below her explodes and its explosion rockets her back up and into the hole she came out of.” – Jason (39:05)

• On enjoying the chaos:

  “I wonder if we’re just like, are we in a place in time where the world is full of such chaos that even a movie like this, we’re like, yes, thank you. Thank you, movie.” – Jason (84:37)

Key Timestamps for Segments

• Tribute to Avaryl Halley: 00:30–15:04
• Signature Avaryl Mashup (Harry Hole): 11:25–12:01
• Movie Bitches “Shadow in the Cloud” Clip: 15:04–17:23
• Panel First Impressions/Plot Recap: 20:12–21:41
• Analysis/Absurdities/Panel Banter: 21:44–73:50
• Audience Reviews (Third Opinions): 80:10–83:40
• Final Thoughts and Recommendations: 83:05–85:08

In the Spirit of Avaryl

If you’re interested in more of Avaryl’s tastes and humor, check out Movie Bitches on YouTube and @MovieBitches on Instagram.

Summary by [Podcast Summarizer]
Rich, engaging, and balanced for both newcomers and devoted listeners.