I'm not afraid of you, Claws. I'm not afraid of anything!

"Filmmaking & Fear Breaking" is the fifteenth episode in Season 1 of Austin & Ally. It first aired on May 20, 2012 to 3.04 million viewers.[1]


Dez is filming his first low-budget big movie named Claws (Dun Dun Dun) and Austin, Trish, and Ally jump in to help. Austin nabs the starring role, Trish gets to play lots of characters and Ally offers to help out with props.

However, when it's Austin's turn for his big scene, something triggers a childhood fear of umbrellas and that causes Austin to panic and quit on doing Dez's movie. The cause of Ally's stage fright is also revealed to Austin. Ally supports Austin and helps him overcome his fear of umbrellas so that Dez can make his movie a great success.


Main Cast

Recurring Cast

Special Guest Cast

Guest Cast

Memorable Quotes

Austin: Can you play this? (plays tricky melody)
Ally: Oh please. I can play that in my sleep. (fake yawns, then plays same melody)

Austin: Can you play it this way? (puts one arm up; plays melody with one hand)
Ally: (texts while playing melody. Austin's phone buzzes)

Austin: Yes I can.
Ally: Ooh, Claws, I like that title.
Dez: It's not Claws. It's Claws: Dun Dun Dun.
Trish: Who cares about the title or the stupid crab? My character's the true star: Girl #2.
Dez: Girl #2 gets eaten in the first scene.

Trish: What?!?!?! You didn't tell me that! If Girl #2 doesn't live until the end of the movie, neither will the director. DUN DUN DUN!
Dez: Fine. Your character won't get eaten until the end. But just so you know, I'm naming the crab Trish, 'cause it's mean and everyone's afraid of it.

Trish: Aww Dez, that's so sweet.
Austin: Awesome! Now I'm officially a quadruple threat! Actor. Singer. Dancer. And Ballooner.
Dez: And Ally. That leaves just one role left. The cute songwriter who works at the local music store: Sally. I wrote it specifically for the most talented girl I know.
Ally: Dez, I'm flattered.

Dez: Not you. Selena Gomez. But she's unavailable, so do you want to play the part?

Ally: As much as I appreciate being your second choice, I can't do your movie! I have stage fright.
Austin: But you have the most gruesome death in the movie! The crab rips you in half, and then your head gets to watch him eat your legs!
Ally: (pretending to be excited) No way! That changes everything!

Austin: Really?

Ally: No.
Nelson: I'm read to audition for Santa Claus!
Dez: Nelson, the movie's called Claws, not Santa Claus.
Nelson: Aww narts! You know how hard it was to build this (points to snowman) in Miami!
Trish: I hope you don't mind. I made some small changes to your script. Starting with the title.

Dez: Girl #2 versus Claws.

Trish: If you don't like that, we can always go with Girl #2: The Movie.
Austin: Hey Dez! Let her do props. Didn't you say you wanted someone to build you a miniature lighthouse?
Dez: Yeah, but that's going to take hours and hours. I need someone with, like, no social life.

Austin: That's perfect for Ally!
Ally: Hey, I have a social life! I'll have you know, I went to a party last year.

Trish: It was Back to School Night.
Ally: Here's your lighthouse Dez! I spent all night making it!
Dez: This is amazing.

Ally: Thank you. It took 7,000 toothpicks, 83 bottles of glue, and 1 trip to the emergency room to get a glued tooth pick out of my nose, but it's done!

Dez: Wow! It lights up, it spins around, and everything! I almost feel bad for cutting it out of the movie.
Ally: You're cutting my prop?
Dez: Oh, yeah. We're not going to shoot that scene so we don't need that lighthouse anymore. Man, isn't show biz fun?
Austin: You're okay. I'm gonna put you on the sand. Nothing bad can happen to you on the sand.
Dez: Did he just say he can't do my movie?

Trish: What was that about?

Dez: Maybe he caught stage fright... from Ally.
Austin: That's ridiculous. I mean, who's afraid of umbrellas?

Ally: I know. That would be weird, right?
Austin: That's not weird.
Ally: No way, you're afraid of umbrellas.
Austin: I know you are, but what am I?

Ally: You're afraid of umbrellas.
Austin: Go ahead laugh. I know you think its silly.
Ally: What. I don't think its silly. I'm afraid of umbrellas too. Every time I see an umbrella I'm like... Aah, umbrellas are so scary.
Austin: Can you keep a secret?
Ally: Who am I going to tell, I go to one party a year.
Dez: Oh, and before I forget. Ally, I need you to make one of these claw crackers for the movie.

Ally: That shouldn't be too hard.

Dez: Its got to be five feet tall and I need it in one hour. See ya guys.
Austin: Wow, Ally. I'm just afraid to be embarrassed again, your fear is way worse than mine.

Ally: That's kinda why I told you the story.
Austin: Like ten times worse. I mean, my umbrella fear doesn't stop me from chasing my dreams, but your stage fright, wow. You're a mess.

Ally: Okay, I get it.
Dez: Okay, Austin. Mildred is under that umbrella, unaware Claws is behind her. You have to run through this maze of umbrellas and battle claws to death with this oar.

Austin: This or what?
Dez: This oar.
Austin: This or what?
Dez: This oar.
Austin: This or what?
Dez: This oar.
Austin: Or what?
Dez: This oar.
Austin: This or what?

Dez: Just fight him with the paddle.
Ally: If you knew Austin was afraid of umbrellas, why did you put them all over your movie set?

Dez: Because, an awesome director knows how to get real emotion out of people. I made Austin scared, Trish annoyed, and you angry.
Ally: I'm not angry.
Dez: I didn't put any of your props in that movie.

Ally: I know. How could you do that?

Song Featured


  • Austin refers to various movies during the end of the gag reel:
    • Lethal Weapon: "I'm getting too old for this crab."
    • Sudden Impact: "Go ahead, Claws, make my day."
    • Terminator 2: Judgment Day, "Hasta la vista, crabby."
    • Star Wars: The Empire Strikes Back, "Crab, I am your father."
    • Apocalypse Now!: "I love the smell of crab meat in the morning."
    • Scarface: "Say hello to my little umbrella."
  • Also, Austin grabbing an umbrella to battle a monster is similar to how Zack Fair fights in the beach scene of Final Fantasy VII Crisis Core.
  • Dez mentions Selena Gomez, most prominent for her lead role in former Disney live-action series, Wizards of Waverly Place.
  • Sally (the songwriter in Dez's movie) shares many similarities with Ally.
  • This is the first time we see Austin in his underwear.
  • According to Dez, Austin only wears boxer shorts with trucks on them.
  • This is the 2nd time someone comments that Austin's middle name is Monica (Burglaries & Boobytraps being the first time).
  • The smoothie Ally had in her hand was from a smoothie store in the mall, Zinga Juice, a spoof of Jamba Juice.
  • The movie, Claws: Dun, Dun, Dun, is a parody of Jaws.
  • Uncredited roles include Brittany, Mildred, Dez's script supervisor, the two cheerleaders, LeBron James' limo driver, and the rejected girl who played the piano before Ally.
  • This is the second time Austin is seen shirtless, the first being in Songwriting & Starfish.
  • This episode title refers to Dez filming Claws: Dun, Dun, Dun, and Austin overcoming his fear of umbrellas.
  • When Austin is playing the guitar in the practice room after fleeing from the movie set, the song he is playing sounds like "Wouldn't Change A Thing" from Camp Rock 2.
  • For the week that this premiered, this episode was #25 on the list of the Top 25 Cable Shows (same reference from above)
  • This is the last Season 1 episode where Ally's hair have a clothespin.
  • Miles Elliot guest stars in this episode as Young Austin who is known for his recurring role on the Nickelodeon live-action series, Nicky, Ricky, Dicky & Dawn.


  • Sonic Boom has a strict No Food policy, but Ally had a smoothie in the practice room.
  • When Austin was doing the role in Dez's movie, he took his shirt off and threw it on the sand, but when he ran off to the practice room and Ally came back, he had the same shirt on.
  • The beach where Dez shoots his movie and the beach in Austin's flashback are the same because absolutely nothing has changed, not even the large sand dune.


To view the Filmmaking & Fear Breaking transcript, click here.


Guess who got a job in Dez's Movie
To view the Filmmaking & Fear Breaking gallery, click here.


Austin & Ally Episodes
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