Growing up in Viroqua, long-time character actor Chris Mulkey always had a bond with the water.

"I’m a lake guy," Mulkey noted. "I was born in the Midwest. I have a lake place in Minnesota, and I surf in Los Angeles. I know the water. I’ve sailed the South China Sea, sailed across the Atlantic to France, sailed the Mediterranean. I mean, anything on the water is great."

Mulkey’s aqua obsession extends to the actor’s IMDB resume, as well, with previous roles in seabound movies like the 1997 Stephen Baldwin action movie "Sub Down" and last year’s Oscar-nominated "Captain Phillips." So when he sat down for a meeting several years back with director Gil Cates Jr. for a role in another water-based film, the Lake Michigan-bound, Milwaukee-filmed drama "The Surface," Mulkey had just one request.

"I joked, I told Gil if you don’t hire me, at least hire somebody who’s not going to whine about the water," Mulkey recalled.

Luckily, Cates Jr. had no plans of hiring anyone else for the role, one of two men – the other played by "Goonies" and "Lord of the Rings" star Sean Astin – desperately clinging to life on a raft lost in the midst the testy, unpredictable waters of Lake Michigan.

"Gil immediately called me: ‘We found our Kelly,’" writer and producer Jeff Gendelman said.

"Technically, it was nice that Chris was familiar with the water and all that kind of stuff," Cates Jr. said. "But just like when you meet another human being, you’re just waiting for that connection, and there was just something about Chris and what I thought about Kelly going into it – his spirit, his ruggedness, his persevering. And when I sat with Chris, it just felt so right."

It was a decision that needed to be right, not only to make sure the movie’s tight focus on these two characters came across, but to bring the film and its story of survival – one Gendelman has been writing, developing and working on almost two decades – to the big screen.

"The genesis happened as a result of growing up near Lake Michigan as a child, where I could go down to the lake and always say hello to it almost every day," Gendelman said.

Gendelman grew to bond with the lake, but soon after high school, his career ambitions eventually took him away, out of Wisconsin and bouncing between Los Angeles, Chicago, New York and San Francisco. In 1995, he returned to visit his parents and found himself once again enthralled by the dynamic, unpredictable and evocative waters of Lake Michigan.

"They took me sailing out on the lake, and we went way out on the sailboat, so far that when we looked West, the skyline of Milwaukee was barely perceptible," Gendelman said. "It was, at the same time, beautiful and quiet, tense, lonely and claustrophobic."

Gendelman took that experience, along with many others, and gathered that into his script for "The Surface." Over time, the film’s expected budget drastically changed. What began projected as a $20-25 million project in the late ’90s was eventually stripped down out of necessity, but the core of Gendelman’s story – two strangers, both at the end of their rope, suddenly meeting in the middle of the unpredictable waters of Lake Michigan – never strayed.

"I wanted it to always look like an $8 million movie, but really cost less than 20 percent of that," Gendelman said.

One of the most important parts of that mission would be taming arguably the movie’s biggest star: not Astin and Mulkey, but Lake Michigan itself. Many Hollywood productions have found infamy – "Waterworld," "Jaws" – from the troubles that arise from working on the water. Budgets inflate. Props and sets sink. Cast and crew members can get seasick – or merely sick of being stuck on a cramped, constantly shifting and swaying set.  

A large part of the movie’s solution was hiring Jimmy Sammarco, a local cinematographer, to capture and calm the water’s unpredictable nature on camera. Though "The Surface" just filmed last year, Sammarco spent about five years prepping, planning and learning the best techniques and technologies to use on the lake.

"After discussing it with several people who’d done it, the consensus was to shoot with handheld, for one," Sammarco recalled. "Then, when the question first came up – how are we going to shoot this on the water? – I emailed a person who I’d met on a previous project, Garrett Brown, who’s the inventor of the steadicam. He mentioned this device called Perfect Horizon, which is a mount that goes on a tripod on a boat that keeps the horizon level."

Meanwhile, to keep things smooth sailing on the acting side of the production, Astin, Mulkey, Cates Jr. and Gendelman had this concept called "the war room," where after shooting, the director, writer and key performers would run lines, discuss the story and talk out the script.

"When we arrived on the water the next day, no matter the production problems were – some days it was like butter, other days it was basically a non-day almost – but from an acting standpoint, Sean and I were totally in sync," Mulkey said. "Sometimes, we’d even map out where we were on the boat."

"This ‘war room’ process was so important because they would go out on the boat, and it’s not like they could just run back to land," Cates Jr. added. "They were super prepared, and sometimes we were shooting almost seven or eight pages a day. Normally, they’d be going back to their dressing rooms or a green room; they were sitting on a boat."

The result was an impressively incident-free on-water shoot. Of course there were a few issues – unpredictable currents, anchoring issues, the occasional seasickness – but nothing drastic to set back the production.

"I wanted to take a shower, and I was wobbling," Cates Jr. said. "It was definitely the most challenging project as a director I’ve ever worked on. It was super challenging, but there were no accidents."

"Everybody appreciated land that much better," Gendelman jokingly added.

For everyone, any of the production’s minor troubles with its gigantic, soggy and unpredictable aquatic co-star were worth it to capture its rare, special character and cinematic potential.

"The character, the temperament, the personality is different than Baja California, the Atlantic or the Pacific, where other directors I’ve interviewed over the years all wanted to do it, not knowing the Midwest," Gendelman said.

However, the lake’s cinematic potential – as well as the cinematic potential for Milwaukee as a whole – still has gone mostly untapped by Hollywood and big productions. Many wonder what’s keeping Milwaukee from being a larger film town, certainly on the production side of the business. For the cast and crew of "The Surface," the answer is obvious: tax credits, a program quickly removed from the Wisconsin budget last June after less than a decade in action.

"You have the location, you have the people and you can get a direct flight from L.A.," Cates Jr. said. "But when I’m working on films, all we look at is states with tax incentives. That’s it. It’s either Georgia, Louisiana, New York, New Mexico, even Utah has incentives. That’s all we’re looking at. I don’t think you can cancel tax incentives in a state, but then say why aren’t movies coming here."

"The Surface" is one of the largest productions to come out of Milwaukee in a while, but its still a fairly small, independent feature with close ties to home one of the few things that kept it in town.

"If I wasn’t from here, I wouldn’t have shot here," Gendelman admitted. "In the '90s, there were some incentives, but it was just always going to be here. But then in the middle of our project, it went away."

In the end, though, Gendelman’s dream project is finally hitting the big screen. "The Surface" premiered as the closing night feature in the Milwaukee Film Festival back on Oct. 9, and this Friday, it arrives at the Marcus North Shore and Menomonee Falls theaters. It's a project that he hopes puts his childhood fascination and home in the spotlight for hopefully the rest of the world to appreciate.

"The different colors and textures of the lake. The atmosphere. The fact that it changes every few seconds. The fact that it’s the sixth largest fresh water lake in the world, with more shipwrecks per square mile than anywhere. People don’t understand that, so now we’re going to help them understand."