Philadelphians Plumb Israel’s Secret Arms Plant in New Film


A first-time visit to Israel and a secret bullet factory that armed pre-state fighters inspired the project. 

Sixty years before Walter White cooked meth in a lab under a laundry on AMC’s hit show Breaking Bad, Jewish pioneers devised the same ploy to camouflage a bullet factory in Israel’s War of Independence. Without it, Israel may have never existed.

Now, two Philadelphians are endeavoring to preserve the memories of the Ayalon Institute’s few surviving veterans in a new documentary set for release later this year.

Producer Laurel Fairworth and director Michael Lopatin traveled to the city of Rehovot last week to shoot re-enactment scenes for their film, tentatively titled The Secret Beneath the Hill, the culmination of nearly two years of work. Through a blend of interviews, archive footage and re-enactments, they aim to bring to life the story of the secret ammunition factory that helped win Israel’s independence.

The factory is now a museum that stands on the grounds of a former kibbutz. On March 11, it buzzed with the chatter of young actors in period dress as the crew prepared aerial drone shots. The museum’s low-slung bungalows are situated on a verdant hill next to Rehovot’s modern high-tech park, which once served as a collective farm that trained new Israeli youth to work on kibbutzim.

Yehudit Ayalon, a member of Scouts Group Aleph, as clandestine factory workers were known, wrote in her memoirs that aboveground during the British Mandate period, the kibbutz functioned like any other, with a general committee, “a choir, a volleyball team, there were babies and chickens and cows we milked by hands.” Unbeknownst to most civilians living directly above — and definitely not to the British soldiers based nearby — 45 workers produced about 5 million 9mm bullets between 1946 and 1949, supplying critical ammunition for the war effort.

Today, beneath an antique washing machine in the kibbutz laundry, a ladder leads visitors 24 feet underground into the covert facility, which was once packed with machines churning out about 16,000 bullets per week during peak operations. The Haganah, Israel’s pre-state army, dug out the facility, roughly the size of a regulation tennis court, within three weeks in 1945. The bakery and laundry served to disguise the acrid smells and overpowering clanging of the machinery below.

Raw materials were purchased, pilfered and smuggled into the kibbutz, and boxes of bullets were loaded into a secret compartment in the side of a milk truck and shipped out. These bullets were the only source of ammunition in the pre-war state; arms shipments from Czechoslovakia to the Jewish underground wouldn’t begin until April 1948.

On set, amid hanging linens strung between the laundry and bakery, Fairworth said she conceived the idea of the documentary after visiting the museum a few years ago on her first trip to Israel. The period between the World War II and the founding of the state of Israel in 1948, she asserted, was largely overlooked. The curiosity of the former TV reporter who launched her own PR and marketing company was ignited by the visit, and she began investigating whether any of the plant’s former workers were still alive.

Once she found some, the survivors’ charming anecdotes humanized the story for her. Fairworth recalled one tale of a man nicknamed “the mohel” because, peeking over at his girlfriend while working one of the machines, he accidentally sliced off the end of his finger.

She and her team have interviewed three of the 10 remaining members of the original 45 who worked in the factory. After being interviewed, and just weeks before filming began, Yehudit Ayalon — who, along with her husband, took the name Ayalon afterward because of their involvement in the project — died at the age of 90.

The film, Fairworth’s debut documentary, “is preserving their voices, not just the actual buildings,” she said.

In memoirs she wrote in Hebrew, Ayalon recounted how the lack of sunlight caused Vitamin A and D deficiency, so they were prescribed a sunlamp by the Haganah’s head doctor.

“The girls would strip down a bit, and the boys would sneak a peek, and in the end of the workday, they’d go ‘topside’ with glowing faces, as if they’d just returned from a ski holiday in the middle of the winter.”

What stood out for Fairworth most, however, was what she termed “the heroism of these people” who faced certain execution by the British had they been caught, and “the ingenuity, the cunning, the feistiness, the gumption” and “their modesty, because they didn’t tell people about it.”

The bullet factory workers were “really instrumental in making sure Israel survived,” said Fairworth.

Long kept secret, the arms plant fell into disuse and by the 1980s, was “very neglected,” said Noa Gefen, a Jewish National Fund liaison with the Society for the Preservation of Israel Heritage Sites. It was restored and turned into a museum in 1986. The site is managed by the JNF.

Shouting over the cacophony of clanging, squeaky, grinding mechanisms, Gefen, who joined the crew onsite last week, gave a sabra’s bottom-line estimation of the Ayalon Institute’s significance: Without these bullets, she said, “there would be no Israel today.”

“It could have been Holocaust II,” Neta Rozenblat, an Israeli director who’s helping produce the project, said, taking a break from issuing instructions to the young Israeli actors, including his infant grandson.

Fairworth plans to interview several of the Scouts Group Aleph veterans for the documentary, along with Israel Defense Forces officials who can lend historical context to Israel’s creation.

“Israel’s portrayed as Goliath, and here’s when it was David,” she said.

Fairworth approached Lopatin, a veteran filmmaker, who said that her idea was “an instantaneous hit.”

His wife, Joan Bressler, is director of the Greater Philadelphia Film Office, and “made the shidduch” with Fairworth. Lopatin described himself as a “traditional but not devout Jew” who mingles on the fringe of the institutional Jewish community in Philadelphia.

 Until he came to Israel to shoot this documentary, he hadn’t been back since the 1960s and ’70s, when he produced promotional films for Ben-Gurion University and the Technion.

 He said he had “an epiphany” after reading Zvi Yarom’s memoir The Secret Beneath the Hill, which recounts the Ayalon Institute’s history and conveyed to Lopatin how Israelis rediscovered “the fact that Jews are warriors.”

“That resonated with me,” Lopatin said, “because this was in effect the point at which the Jewish people dug their heels in and said, ‘No more.’ ”

But, Lopatin added, “we want this to be more than just preaching to the choir,” referring to its potential Jewish audience. He said the story also contains a valuable lesson to “people living under the shadow of Boko Haram and ISIS,” radical Islamist groups operating in Nigeria, Syria and Iraq.

The film’s budget is projected to be around $400,000, half of which has already been raised with help from JNF.

Lopatin said he expects the film  ( to be completed and released by the end of this summer and vie for Jewish, national and international film festivals spots next January. They additionally plan to pitch the movie to TV outlets, such as the History Channel and Jewish History Channel, as well as schools and universities.



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