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How Film School Dropout Ryan Lightbourn Shot a Feature on a RED SCARLET, BMPCC, & 5D Mark III


Director Ryan Lightbourn dropped out of film school and decided to strike out on his own, making films and music videos with gear he bought himself. Having just recently finished his first feature film Sleepwalkers, Ryan decided to let us behind the scenes, explaining his process as he made his film using an array of different types of gear, including the RED SCARLET, the Blackmagic Pocket Cinema Camera, and the 5D Mark III.

This is a guest post by Ryan Lightbourn.

In December 2008, I decided to drop out of film school, buy some gear, make a fake demo reel by exploiting college buddies in my backyard, and call myself a film director. I wanted to make feature films, but was almost instantly sucked into the world of music videos as it’s one of the quickest and easiest bread and butter paths for struggling filmmakers.

For whatever reason, I procrastinated on my first feature. Whether it was due to investors demanding I sign their questionable contracts, or because I felt I needed to improve my skillset as a narrative director, I waited. Earlier this year, I was quickly approaching 30 with a baby on the way. Kids are expensive, and dwindling music industry budgets aren’t going to provide my offspring with the life I’d like them to live.

With Spielberg predicting the death of the Blockbuster (at least the Blockbuster as we know it), an Exodus of Hollywood in progression, technology being more affordable than ever, and on-demand services streaming more independent films than one person could ever possibly watch in a lifetime, I felt it was a crucial time to make my first feature-length film. Thanks to generation DSLR, “film director” is becoming about as common a career path as “retail salesperson”, and over time, unless you’re the next Hitchcock or Tarantino, I believe market saturation will make it increasingly more difficult to make your mark on the world. I had to act fast.

I didn’t have much of a budget, but I made a movie anyway. Below you can read about some of the methods used to create an ambitious script on an extremely modest budget and schedule. Take everything with a grain of salt; what worked for a dark comedy action/horror flick may not do the same for an ancient Roman period piece or political drama.


It was August 2013. My wife was 6 months pregnant, and without a full screenplay, I had to knock my movie out before the end of the year. With some camera gear and a budget of $30,000 secured, I assembled a team of home-grown producers who’ve shown outstanding qualities on previous productions:

Aviva Christie; boss for hire — Aviva scheduled the entire shoot, made sure we had every single prop/costume/location/actor/extra/crew member secured in advance. She dotted all ‘i’s and crossed all ‘t’s. She corresponded with all talent and crew, so that my phone and email didn’t explode with calls and questions. Without her, Sleepwalkers would have made Shark Attack 3 look like Citizen Kane.

Tim Story; “MacGyver” — Give Tim Story a toothpick and a spork and he’ll build you a c-stand. In the past, he’s saved me hundreds of dollars by repairing gear (which would usually get tossed in the trash) live on-set. He’s a “Florida-boy” who knows the woods like the back of his hand, and always comes packing (literally …he carries a 9mm in a brown-paper lunch bag when we shoot in untamed territory). He also comes with an armament of DIY sliders, lighting equipment, stands, audio equipment, and pretty much anything that I don’t own as a D.P./director.

Jesse Fox — I’ve worked with Jesse on many, many music videos, and he knows my style and my vision. Whenever I’m lost in the D.P. frame of mind (checking my focus/exposure/framing), he’ll peek into my monitor and point out something that an actor or background extra is doing wrong. Like Tim, he’s also a “Florida-boy”, and has a strong knack for hunting down obscure locations and props.

Could I have made the movie without one of these three? Sure, but without the foundation they provided, the final product surely would have suffered. I tried the one-man-film crew thing with my 2011 short film Roid Rage. While the short had an extremely successful festival run (mainly due to the ludicrous concept; down on his luck guy who happens to have a flesh-craving monster dwelling in his colon), I felt that too many corners were cut. It was sloppy. Choose your producers wisely. Find people who will manage and supervise your talent/crew, your props, and your sets so that you can focus on the creative tasks.

Sleepwalkers still

The Script

“Love what you do and do what you love. Don’t listen to anyone else who tells you not to do it. You do what you want, what you love. Imagination should be the center of your life.” – Ray Bradbury

I have no clue who Ray Bradbury is, but I Googled “love what you do quotes” and that one sounded pretty good. Either way it’s my strong belief, at least for your first film that you make something you’re passionate about. I went into Sleepwalkers knowing that it’ll unlikely to be a masterpiece. I just wanted to make something as entertaining as possible for the time/money on hand. In that regard, there’s no doubt we succeeded. (See Peter Jackson’s Bad Taste for an example of self-indulgent, first-feature, nonsensical, inspiring entertainment.)

Make something that you’d actually buy on Blu-ray, or pay to see in a theater. 95% of the music videos I’ve directed see significantly more praise and positive feedback when the artist has given me most, if not total creative control. If you try to direct someone else’s vision, things can get lost in translation. It’s the reason everyone trashes films which are based on books. Book fans will have their own personal vision, then when they see something which is even slightly different to their own interpretation, they hate it (also see “reboot”). If the story is yours in the first place, no one can argue whether or not your interpretation did the text justice.

Side note: If “Two Girls One Cup” is your idea of a good time, you should probably consider somebody else to pen your screenplay.

I love dark comedy , I love horror, and I love action movies, so I combined the three. I wrote a script about a group of kids who venture out into the woods for a weekend and encounter flesh-eating, vampire demons from hell, which they have to fend off with the help of a local and an escaped convict. Very straight forward; influences include Evil Dead II, The Hills Have Eyes, Predator, and From Dusk Till Dawn.


I wrote most of the characters based on actors I’ve worked with in the past. Actors who were hard-working and generally had a good disposition on set. By hiring somebody new, you’re always taking a risk. You never know when an actor will have a lucky stroke of acting genius in their audition tape, an attitude problem, or a complete lack of reliability. I was fortunate that my principal cast was extremely reliable and had a great disposition throughout the production despite our limited budget, grueling hours, and hot, insect-infested locations.

Since most of the actors were already lined up, we only had a few roles to fill. Backstage and a paid Craigslist ad filled my Sleepwalkers inbox almost instantly. Don’t use your real email address. There are a lot of pestering actors and crazies on Craigslist who don’t take rejection well.

The Location

To maximize production value, I decided to write the script around a location that would be cheap and unrestricted. The locations I’ve shot at in the past which allow maximum carnage are junkyards and forests. You can spray gallons of blood wherever you want, run around with (airsoft) assault rifles, and have your actors scream bloody murder.

Tim discovered a remote, four bedroom cabin in the middle of the Wekiva Springs State Park, and we instantly knew it was our home base for Sleepwalkers. The cabin housed out-of-town actors, acted as an air-conditioned charging and eating station, and was used as the primary location for our script. 90% of our production took place at or around the cabin.


To Pay or Not to Pay

We chose to pay everybody. This used up around 70% of our budget, but talent and crew deserve to be paid and fed for their hard work. If we were working with a budget of 15k or less, we’d probably be forced to consider a few favors and freebies, but we felt the production would be a faster and smoother operation if everyone involved knew they were getting a paycheck at the end of the day. Sorry awesome-explosion-to-be used-as-the-last-shot-in-the-trailer — we’ll include you on the next film.


Production consisted of 12 days with actors, and a half-day with Tim and myself for establishing shots/b-roll. I’ve DP’d features with shorter schedules, but nothing requiring this level of SPFX, far-out locations, and 100% unrehearsed scenes. Eight of those days were back to back. With the majority of our 12+ hour shoot days taking place smack in the middle of a steaming hot state park (with an hour drive at the start and end of each day), we knew going in, that this would be hell.

To wrap up a 95 page script on such a tight schedule, we had to toss most “by the books” filmmaking methods out the window. I mostly shot with strange Frankenrigs made from parts and accessories which I had lying around the house. Every day, my SCARLET had at least one clothes pin clipped to it for whatever reason. There was no point wasting budget on fancy looking gear — no client was on set to question or criticize our rigs.

Every second counted, so I chose to forgo a shoulder mount and simply jammed the 19mm rods from my SCARLET bridge plate into my shoulder for added stability. It only takes a matter of seconds when switching back and forth from a quick-release shoulder pad to sticks, but skipping the shoulder pad over the course of 12 days added up. It was uncomfortable, but meant extra takes and extra angles, which in many cases made our scenes slightly better. I switch lenses constantly, so skipped a follow focus and matte box for the same reason. When we needed a matte box, our A.D. stepped just out of frame to block any unwanted spill.

We shot some scenes in a cave at a mini-golf course. Time was of the essence and we couldn’t afford a second camera operator to shoot wides and close-ups at the same time. So I mounted a Blackmagic Pocket Cinema Camera with a 14mm Panasonic pancake lens to my RED SCARLET for those scenes. The SCARLET, with a 50mm lens, would equal roughly 80mm full frame. The Pocket was our wide, which was roughly 40mm in full frame terms. Since the S16 crop of the Pocket was the wide end, you barely notice the difference in depth-of-field aesthetic between the two cameras. We also did this for a couple of action shots.


A Glidecam4000HD was always sitting on the side, balanced, with a 5D Mark III or Blackmagic Pocket Cinema Camera. I’d jump on that for quick, stylish looking establishing or tracking shots. Depending on the subject matter, you can usually make your scenes feel ‘bigger budget’ by adding a quick dolly, jib, or steadicam shot to lure your audience into the scene.

That was one of my biggest regrets with Roid Rage; too many scenes started out handheld or on sticks and made it feel sitcom-ish. I simply didn’t have the time, or didn’t remember to pull off those tricks because I was crew and producer-less. The Glidecam pre-rigged with a 5D3 or BMPCC added no extra time to the shoot, whereas the SCARLET on Glidecam typically takes me 15 mins to re-rig and balance, then another 10 mins to break down (it also requires a vest/arm for longer takes — unless you’re ripped like Carrot Top).

By the last two or three nights, I was so delirious from lack of sleep that those days are a mere blur in the back of my mind. We had a couple of spells where talent and crew were so cooked, we had no clue what was going on. We would all erupt in laughter for no reason whatsoever. As a director, I was mentally exhausted. As a DP, I was physically exhausted. My body was running on coffee and instinct, but I didn’t care. The thought of finally completing the biggest stepping stone of my career kept me awake.

Luckily, Aviva’s mind was always crystal clear, so she’d shove carrots or grapes into my mouth anytime she saw a trail of drool dangling from the bottom of my chin. For some odd reason, that would always snap me back into a lucid state of mind.


Here’s a rundown of the pros/cons of our cameras (pertaining strictly to our shoot).


The SCARLET has been my workhorse for about a year now. I also owned a RED ONE MX (which I bought during the Battle-Tested Nov. ’12 offer), but sold it off because I prefer the smaller form factor and modular design of the SCARLET. For my needs, that drastically outweighs the ability to shoot 4.5K WS and 2K 120 fps.

With the MX sensor, you typically get the best image at ISO 800. In my DSLR days, I used to cheat lighting by scrolling through ISOs, so when switching to RED, I had to reteach myself how to light scenes. My images simply look better now than they did a year ago, regardless of the camera I’m using. The second you think to yourself, “so THAT’S what I light meter is for!”, you’ve probably graduated from ‘street videographer’ to ‘director of photography’.


  • 4K
  • 5K 12fps (used for some establishing shots/b-roll)
  • Best image quality of the 3
  • Best dynamic range of the 3
  • HDRx mode for even higher levels of DR
  • 3K WS 60fps available as of Oct. 2013


  • Poor low light performance
  • Too heavy for our ProAm jib and the Glidecam 4000HD (required re-rigging which we didn’t have time for)

Blackmagic Pocket Cinema Camera

This is the camera I was most excited about shooting on. In my opinion, this is the most groundbreaking tool to be released since the 5D Mark II. The quality you get for the size and cost of Blackmagic cameras is unbeatable.

Whether you want to accept it or not, the Pocket is like looking into a crystal ball of the future. Some filmmakers will gasp at that claim, but modular is the future; think of the Sony F900 as Duplo, the RED ONE MX as Lego, and the RED DRAGON Carbon-Fiber version as Technic. The smaller and lighter these cameras become, the more modular they become. Slap on a $99 Wooden Camera cage or better, and the Pocket mounts to pretty much anything, anywhere. You have a form factor with infinite possibilities. In the pro-camera future, you’ll be buying a small, lightweight box with a sensor, then whichever lens mount and add-ons suit your shooting style. You’re already doing this with RED/Sony F5/55, they’re just in the process of becoming smaller and lighter.

Imagine the things you’ll be able to do when a DRAGON-esque sensor is placed into a BMPCC sized-body. The days of strapping on a clunky steadicam vest and sled will die out thanks to smaller camera bodies and rigs such as the MōVI or Defy G5.

After a few weeks of casual shooting on the Pocket, it honestly makes my 5D Mark III feel unnecessarily bulky and outdated (I understand photographers typically prefer a mirror, and possibly the larger form factor, but I strongly believe videographers will trend toward mirrorless models once they equal the higher end DSLRs).


  • Small form factor (you can literally put this camera anywhere, especially with a 14mm Panasonic pancake lens)
  • Best low light performance of the 3
  • Great dynamic range, even in low light
  • Cheap batteries
  • MFT mount increases your lens options


  • No overcranking
  • S16 crop factor means wider depth of field (we didn’t have a Noktor lens or Metabones Speedbooster to compensate)
  • Raw footage tough to work with in post


Canon 5D Mark III

I wouldn’t have even considered the 5D3 until Magic Lantern turned it into an entirely new camera. In a 1080p timeline, it looks extremely similar to downscaled 4k from the MX sensor (link). The dynamic range and sharpness have improved immensely over the H264 footage, and you can shoot beautiful, raw 60 fps at high ISOs.

The only downside is the massive storage requirements.


  • Small form factor
  • Decent low light performance
  • Great raw 60p (excellent in low light)
  • Amazing stills (didn’t affect our movie, but it was nice to have for BTS)


  • Worst dynamic range of the bunch (although still not bad in Raw mode)
  • Raw footage tough to work with in post (see post-production)

GoPro Hero 3 Black Edition

All of our aerials were shot by Tom Hirschmann for Flyby Aerial Productions using a custom-built multirotor.

At 2.7K with the Raw picture profile, the GoPro looked great blended with SCARLET footage in a 1080p timeline.


Many of our scenes took place in extremely isolated woods. We were smack in the middle of nowhere, with no generator. To light these scenes, we used 2.5 Bescor LED-500K lights with MM-7NC Starved Electrolyte Batteries (2.5 because half of the LEDs died on one panel).

The MM-7NC batteries look like mini car batteries, and lasted a good while. Just to be safe, I ordered 5 of them before the shoot commenced and we never ran out of power. We always had a runner to charge whichever batteries weren’t being used. Since they have car cigarette-lighter adapters, you can buy AC converters and charge cell phones, laptops, RedVolts, etc. I’ll be bringing these along to all of my shoots down the road.

The Bescor lights claim to project at 6500K. I’m not sure what the real color temperature was, but they definitely have a slight green cast which needs to be taken care of. As long as you use them exclusively with other Bescor LEDs of the same temperature and white balance your shots properly, you’re in the clear. They’re dimmable and come with removable diffusion, which I’d recommend leaving on. The main problems we had with these, are that they’re very cheaply built, and without barn doors. I would recommend these as a starter LED kit, but nothing more. I’ll likely upgrade before my next feature.

In the daytime, we mostly used natural light with a reflector, bounce, or one of Tim’s homemade reflectors to fill the actor’s faces.

For daytime interiors, we replaced all practical bulb sockets with 5000K fluorescent lights for fill. I also used a Lowell DV Creator tungsten kit, diffused and with CTB gels on occasion.

Sleepwalkers still 2


If you’re making a genre film requiring heavy SPFX, go practical if you can afford it. If not, cut away from as much gore/make-up as possible. Make it visceral with sound, cutaways, and reaction shots. Be forewarned, if any bad After Effects gore shows up in your trailer, your horror or action film will be instantly shunned.

Other Gear

Tiffen 77mm Black Pro-Mist filters
I used these for all 4k shots. They give the image a slight, organic softness, and add a nice, filmic halation to highlights. I used ¼ on 35-120mm, 1/8 on anything 25mm and below. Black Pro-Mist have tiny black specs on the filter, which prevent highlight bloom from spreading into your shadows. I also used the 1/8 on a couple of Pocket/5D3 shots to bloom my highlights.

Formatt Hot Mirror NDs
Used on the SCARLET to reduce IR pollution in bright daylight. Non-hot mirror NDs above a 0.6 project a nasty pink cast over the SCARLET image.

Glidecam 4000HD
I mounted a quick release plate to the top and used it for quick BMPCC and 5D3 “steadicam” shots. This was extremely lightweight; no brace or vest necessary.

SmallHD DP4
I own this instead of a RedTouch. I travel frequently and prefer something compact. SCARLET shows it’s own waveforms, but for the 5D3/BMPCC I’d recommend something with proper, built-in exposure tools.

Post Production


If you’re a broke filmmaker considering an upgrade to raw and/or 4K, and have even the slightest knowledge of digging into a BIOS, build a Hackintosh. It’s a no-brainer. Don’t listen to the folks on forums warning against them; their knowledge is from 5-6 years ago. I’ve had no hiccups at all since I built mine a year ago. You can put together something as powerful as a 12-core Mac Pro for under $2k. The best part is that you can drop $500-1000 at the end of each year to drastically upgrade your monster.

If you’re worried about your clients’ opinion when they sit in on an edit, slap one of these onto a slick-looking tower and tell them it’s a special edition:

For my 5D Mark III raw footage, I’ve been using the GingerHDR plug-in* which runs about $150 and cuts the .RAW files directly. I simply swap them out for CDNG conversions once I move into my color correction software (After Effects or Resolve).

*I cannot play the 5D3 .RAW files in real-time with GingerHDR and Premiere Creative Cloud, even at 1/4 res. For this reason I’ve kept an install of Premiere CS6.

What’s Next?

At the time of this article, numerous production companies have reached out to me expressing interest in Sleepwalkers. They haven’t seen the film yet, so this interest is based solely off the trailer. That means it’s my duty in post-production to make Sleepwalkers a better movie than the trailer portrays, so that interested parties receive a pleasant surprise when they sit down with a screener of the film.

Sleepwalkers posterMy ultimate goal is to follow M. Night Shyamalan’s career in reverse; to get significantly better with each film. I did this with music videos, short films and commercials. There’s no reason I can’t with movies. Despite it’s popularity, the VOD world is lacking heavily in quality content. I want to create a film studio which pumps out two watchable, entertaining genre films per year; the genres I personally love: action, horror, and sci-fi. I don’t need to make millions of dollars. I just want to do what I love while affording a decent life for my wife, Shih Tzus and soon-to-be son.

Will Sleepwalkers be the next El Mariachi? No. The days of the rebel without a crew and inconceivable micro-budget film are long over. There are thousands of El Mariachi’s out there now, some shitty, some great. What matters is whether or not we have something that leaves a mark on our viewers, and something that shows major potential from a group of new, daring filmmakers. That, I hope we achieved.

Don’t hesitate to make your first feature. If you’re working on a shoestring budget like we were, the film you create will most likely be an altered beast of your original intended vision. Sleepwalkers is an example of this, however, I’ll never make another film the same way after shooting it. There are things I’ll reuse, things I’ll do differently, and things I’ll never do again with my future productions. Whether you can scrounge together $2,500 from sperm bank donations or $80,000,000 by becoming the next Heisenberg, just go out there and make something that fits your budget. Good luck.



We’re all here for the same reason: to better ourselves as writers, directors, cinematographers, producers, photographers... whatever our creative pursuit. Criticism is valuable as long as it is constructive, but personal attacks are grounds for deletion; you don't have to agree with us to learn something. We’re all here to help each other, so thank you for adding to the conversation!

Description image 133 COMMENTS

  • Odd that he decided to opt for a Hackingtosh when he’s using Adobe software to edit. Then again, I guess if you’re used to that workflow then it’s a no-brainer, though I’ve never looked back switching to Windows again for my post-production workflow.

    • Are you using Windows exclusively? I’ll be using a lot of Logic Pro X to score…and I love Compressor. I also prefer the OSX interface over any version of Windows.

      I considered a Windows boot drive (I have a hot swap 3.5″ drive bay in my case), but just haven’t found the need for it yet…everything I do which demands Windows runs ok in VMWare Fusion. For some reason, I feel less like I’m doing ‘work’ when using a Mac. I guess it’s a subjective decision.

  • Love the article. It feels like 20 years and how Peter Jackson stretched everything piece of gear he had to make Dead Alive. Using a Scarlet, Pocket Camera and a 5D is realistic for the independent filmmaker (and reasonable to own all 3) for raw filmmaking.
    Can you do a follow-up article on post-production? Handling the assets? Thanks for an inspiring article!

    • Hi Sathya,

      Post has been pretty simple;

      I’m editing in 1080p Premiere sequences:
      Redcode files are scaled to 1080p
      ProRes cut directly from Pocket, 5D3
      .RAW cut as-is using GingerHDR

      When grading I’ll swap the 5D3 .RAW files with CDNG conversions (i’ll use XML exports for Davinci, and/or a simple “replace with After Effects composition” for AE). I use a mix of Davinci & AE. After grading I’ll export everything as 1080p ProRes HQ for my master.

      I also recently tried FilmConvert…I like it a lot and may run it over my entire film.

      • Are you editing and doing color correction yourself? The color grade looks great. I’ve had situations in the past where all my money is gone by post and I wish I had more. How are you dealing with that?

        • Thanks Nate,

          I’m doing all of the cutting/color/fx myself.

          I’ll do the first pass of audio (choosing tracks, foley, ambience, etc), but I’ll have somebody else do the final mixing.

          It does save a fortune to do most of the post work. It also saves a lot of time, because I don’t need to slate during production, and I don’t need to look at editor’s notes when cutting the film.

  • This is a fantastic article Ryan, and congratulations on both your film and child! I’m not much of a narrative shooter as I’ve been focusing more on weddings recently but I fully agree with your about mirrorless cameras. I’ve been using a T3i for about 2 years and am having a tough time convincing myself to stay with traditional DSLRs.

  • So step one get camera gear. Step two get $30,000. Step three…

  • Awesome article, very inspirational. I am on the eve of shooting my first short here at film school, so your advice comes a great time. Congrats on the Sleepwalkers and your child.

  • Fantastic, can we make this a weekly feature. Independent directors talking about the making of their first films.

  • Ryan: thanks for taking the time to document and re-live the project with us in detail. Very helpful indeed. Blessings on you and yours this season and in the years ahead!

  • Wonderful article.

    I’m curious that you say the BMPCC was better in low light than the 5d MK2? That’s surpising and might change an idea I had for shooting something in the next couple of weeks. Would you say the BMPCC is better/equal in low light to the 5d MK3?

    All the best, the trailer looks smashing.

  • Great write-up. Seriously, though, go read some Ray Bradbury.

  • Really? No idea who Ray Bradbury is? He’s like the godfather of science fiction. Maybe even more so than Philip K. Dick. Read a book.

    That said, great article. Really interesting stuff. Thanks for sharing so much of the process with us. Only 30k and you were able to pay your crew. Pretty impressive.

  • Good article. Any insight on Ryan’s distribution plans would also be fascinating.

  • What were the types of lenses you were using other than the pancake? Specifically on the 5d ?

  • This is probably the best NFS article of the past two years. THIS yes THIS is the kind of material we should see more often on NFS. Very inspiring and educational.

  • Ryan, can you share which lenses you used for MK3 and BMPCC throughout the production?

    • Hi Jed, I mostly used the Zeiss 25mm 2.8 & Nikon 35mm 1.4 (manual version) on the 5D3. I used the Tokina 11-16 on it once (@16mm) for a low angle shot.

      With the Pocket I strictly used the Pancake + Nikon 35mm 1.4.

      Pocket & 5D3 were generally used for wides (flying on Glidecam, mounted to Scarlet [Pocket], or in tight spaces).

  • David Andrade on 12.6.13 @ 1:21PM

    Maybe I overlooked it, but I am curious how the $30,000 was acquired. I did like the blurb at the end of “….scrounge together $2,500 from sperm bank donations” lol.

    If you want to do it, you’ll find a way.

  • Thanks for posting this. The film looks good! And the article was very insightful and inspiring. Please post more like this!

  • Keep us posted on your distribution strategy.

  • I also want to give you props for paying your cast and crew. I hope to do the same when I make my films. Can you tell us how many people total the cast and crew consisted of? Thanks!

  • Julian Terry on 12.6.13 @ 2:04PM

    Informative and inspiring. I’ve been so hesitant with my first feature being perfect I’ve been tempted to make a fun horror movie to get myself ready.

  • Asher Vast on 12.6.13 @ 2:49PM

    Nice breakdown! Ryan, what CF card did you use for your 5D for shooting RAW? How much time did it get you? What was the longest you were able to consistently record while shooting RAW on the 5D? Love your work!

    • Thanks Asher;

      Lexar 1000x 2x64GB & 1x32GB. All three cards were very stable.

      With exFat you can record until the card is full.

      I believe @ 1080p I was hitting about 13 minutes on a 64GB card.

  • “My ultimate goal is to follow M. Night Shyamalan’s career in reverse; to get significantly better with each film” LOL

  • that was an awesome read. Thank you so much for writing!

  • I would say it looks like a great tip of the hat to the titles you mentioned, also Cabin Fever feels reminiscent.
    Can’t wait to see it.

  • Nice one Ryan, your journey’s very similar to mine, just had a kid, done tons of music vids and it as just time to go do it. We shot a low budget horror in 12 days like you and I know that feeling of being so shagged you have no idea what’s going on anymore. We also went from no script to first slate in six months, just shows it can be done if you’re realistic about what you can actually afford and deliver for the money. Trailer looks great, can’t wait to see the full film.

    Have you read Roger Corman’s book ‘how I made a hundred movies and never lost a dime?’ They were shooting films in three days, writing scripts overnight and reusing everything they could find from old sets. Sounds like the model you’re proposing! It’s how guys Ike Francis ford Coppola, Lucas, Ron Howard and Nima Cameron got their starts. Completely crazy but what you learn by doing something like sleepwalkers is completely invaluable.

    • Thanks Robin, I just ordered the book on Amazon…sounds like a fun read.

      Not sure if you remember me…but we emailed (or maybe it was Vimeo messages) a while back about our Bahamas videos.

      BTW DOG looks fantastic. I’m super jealous of your art direction & cinematography. When do you hit the festivals? Hopefully we’ll run into each other in person!


      • Haha, yes indeed, how funny! Definitely man, I’m sure Gez and. I will be over in the states very soon, he’s as go smacked about bow you did this as I am. I wouldn’t dare shoot my films myself, the burden of being director was enough for me, Oliver Kember shot Dog and Benedict Spence shot AFTERDEATH. Good guys both of them.

        Feature films…. They kill you but I really don’t want to work on anything else now, bet you feel the same.

  • Joseph Kahn said some stuff like this to me and my classmates. Camera doesn’t matter, what matters is what you do with it, and having quality people work with you. Film school can help with finding people, but now with the Internet, you really don’t need it.

  • Great article!

    only frustration is every time you do one of these first time feature maker articles, they always gloss over where the money came from. Since that is the biggest hurdle for a lot of folks, it’s a glaring omission. Getting ppl together and ‘just doing’ it is the easy part.

    It would be cool if you put together an article from indy filmmakers focused on where their financing came from.


    • Relatives, friends, and people in non-glamorous professions. It won’t let me post the links, but look up these two titles in Google.

      “How did you finance Napoleon Dynamite? – Interviewing Hollywood”


      • Seems like a bad idea taking money from friends and family, realistically they may as well flush it down the drain. It seems kind of selfish and morally wrong too. I’m sure every family, friend/non glamorous person has a dream they can’t afford too, why should they pay for yours?

        • I can understand your feelings, but there would be a lot fewer successful directors we all love, if they thought that way.

          • Napolean Dynamite was financed through producers that approached the director
            after seeing his short film at slamdance. Not through family and friends.

        • If you’re completely unestablished, have nothing to show for yourself, and have an overly ambitious script, then yes it’s probably selfish to pocket money from friends & family members for your project.

          Our money came from two family members and a long time friend who had a hell of a lot of faith in our team, plus (currently) around $4,500 of my own money. I don’t see anything wrong with it; My last short “Roid Rage” had an extremely successful film festival run in 2011/12. I’d just lost all potential funds & interest for the feature length version because a film with an identical plot was released by a major production company (the writer’s film screened with Roid Rage in our Hollyshorts ’11 screening block…so no coincidence in the similarity). I’m not trying to sound like a pretentious douche, because I truly hate braggers, but my work has been featured on Showtime, MTV, BET,, HGTV,, and more.

          In Jan. I was offered a contract to write/direct a $250k feature, but the catch was a 50/50 partnership with the financier (with no termination clause). They would have taken 50% of my stock footage royalties, 50% of any future gigs for my regulars, and 50% of any gig I had secured at the time. It may have been a foot in the door, but I’d much prefer to shoot a $30k movie (where I have full creative control) and remain a free agent.

          If I didn’t have the 30k, I would have written a less ambitious script, sold my Scarlet, sold my 5D3, most of my lenses, and shot the movie on the Pocket. I would have probably taken the dreaded found footage route & shot in the woods with 3 or 4 actors, but I would add some sort of innovative twist to spice up the overused genre. You can just “go out and do it:”. The woods are free. Many actors & aspiring young filmmakers will work for free if they believe in the project.

          Until his last film (which he had an investor), my filmmaker friend Banks Helfrich raised donations via friends and family once a year for his projects. He used PayPal and his social network accounts. He sets a goal, then makes the film with whatever he receives. He did it for 3 years straight until the investor finally jumped onboard.

          A last note about the family/friends thing; my brother bought me the first camera I’d ever owned as a business school graduation present – a Panasonic HDC-SD1. Without that, I would have never become a filmmaker.

        • Just to echo Ryan on this, there’s two ways to approach the funding of your film. Set a budget and try and acquire it or look honestly at yourself and where you’re at and see what you can pull together. Let that be your budget and let that define the kind of story you tell. My co-director Gez wanted to go route two but I wanted to go route one. He won that argument very quickly and defined a very strict set of limitations based on the budget and, yes we’ve heard this one before, those limitations became the launch pad for all sorts of creative ideas we’d never have come up with otherwise. We also paid all the crew, not much but people can run about four days on goodwill before it all comes crashing down. There has to be a strong element of professionalism even when you’re on low budget, especially when y’re on low budget. The other good thing about funding a film this way: approaching agents. Casting your film is a minefield and lots of finance deals hinge on casting. With funds in place, a solid shoot date and a production ready to go agents can offer that to clients and say simply, they’re shooting, you want in. That’s a very powerful statement, most films, in fact almost all, don’t have that luxury.

          As for the risk, with friends and family investment I would argue there’s an even greater pressure to deliver. Er certainly felt we had to nail a commercial proposition, hide the budget as far as possible by shooting the film well, getting an interesting script (in our case written by a very experienced story wizard, Andrew Ellard) but making sure that we had a piece of work that would at least make it’s money back.

          Time will tell of course whether that’s the case but the goal is always to go again. Each project laying the foundations for the next one to be possible. There is actually a lot of investment money to be found for this sort of budget level from private investors but you have to be willing to hustle. There’s no magic bullet just a phone and lots of conviction.

          • You forgot the part about WHERE the money comes from.

          • Er, from family and friends, or wasn’t that obvious? Money comes from wherever you can get it, Kickstarter, Indiegogo, just earning it, winning a competition, selling a kidney. Who really cares where it comes from, the fact is, you need some, you need to be realistic about how much you can get and somehow, you have to get it. Unlike shorts feature films have commercial value. If you do your homework and pick the right project then you always have a shot at making your money back. It does seem that very few people understand that.

  • bunch of us in school just bought a moviecam

  • I would love to know where you were able to acquire the budget. I mean, what kinds of people did you approach? Dentists? Doctors? Lawyers? Family? Friends?

    Also, what made you choose this genre? Is it just the most marketable these days?

    • (see above post for budget)

      I chose the genre because I love it, but also because it’s easily marketable in the indie world. I also love action & sci-fi, but felt that action was less marketable, and I didn’t have the budget for sci-fi.

  • “My ultimate goal is to follow M. Night Shyamalan’s career in reverse; to get significantly better with each film.” I blew coffee out of my nose. Worthy goal!

  • I usually don’t comment but this article is very inspirational for me because of all the things me and Ryan have in common (kids, red scarlet, 5dmk3, X-Red one owner, getting caught up in music video world, Rebel without a crew). I am a firm believer that to get noticed you have to create, just as Robert Rodriguez did with El Mariachi and if your a writer that will take you even further. As a film maker I prefer working hard to bring my vision to life then breaking my back on a misguided project (which is the majority of projects being produced) but even does misguided projects will help you become a better film maker. Thanks Ryan for inspiring me once again, look forward to seeing your movie.

    I have one question for you Ryan, What did you use for sound?

  • It’s been a long time since NFS posted such great content. I wish this is the first of many to come.

  • Really cool, inspiring article. Having said that your really shot yourself in the foot with the Ray Bradbury thing… : )

    • After browsing Braddog’s Wikipedia, I’d consider him the Dire Straights of sci-fi short story writers.

      While fans will give you the “WHA WHA WHAA?”…he’s no Zeppelin or Floyd. If you’re unfamiliar with the genre, you may recognize one or two of the songs, but you can’t put a name to the work.

      I mean, I’m pretty familiar with Philip K. Dick, but then again he has the word ‘dick’ in his name. I consider that cheating.

      • Dude, like them or not, Dire Straits is one of the biggest rock bands of all time, just like Zep and PF. So in a silly way you’re right, Bradbury is a bit like them.

        • I love Dire Straits, I just meant in terms of widespread popularity vs. Zeppelin / Floyd

          • I know what you meant, so I was surprised to see you chose DS to illustrate this. I mean nine times platinum for Brothers in Arms (in US)…? You don’t get much bigger than that. Sure, pop or hip hop fans may not know them that well but rock fans do. Just like PK Dick and Bradbury (and Asimov – here’s a new name for you) are essential to any SF fan. People expect creators to be even more versed in their genre than casual fans, so that’s why you’re getting all those comments about Bradbury. Anyway… good luck with your project!

    • “I have no clue who Ray Bradbury is”

      Exactly the point where I stopped reading.

      Don’t be proud of your ignorance. Put it right.

      • He specifically chose the Bradbury quote despite not knowing about him beforehand, which means he can’t be accused of being pretentious because he was good enough to admit it. So I’m impressed at the guy’s honesty.

      • The brainiacs who have read and watched and sat on the sidelines for years “priming” themselves for a career as an artist would take offense to to this kind of honesty. Sure he could’ve googled the name, smarted himself up for the sake of this article, but who gives a damn. He was busy writing a movie.

    • Bradbury really was a great American writer, and his prescience and imagination place him right up there with Heinlein, Orwell, and Huxley. If kids today could only read a couple of authors – I’d recommend Heinlein and Bradbury for the head of that short list, because after having encountered these, they would be eager to proceed to the rest.

      “You don’t have to burn books to destroy a culture. Just get people to stop reading them.” — bradbury

      “It was in UCLA’s Powell Library, in a study room with typewriters for rent, that Bradbury wrote his classic story of a book-burning future, The Fireman, which was about 25,000 words long. It was later published at about 50,000 words under the name Fahrenheit 451, for a total cost of $9.80, due to the library’s typewriter-rental fees of ten cents per half-hour” — wikipedia, about bradbury

      ( – a great read!)

  • Great article! it is nice to see such an ambitious project and get to read all about the details. I am surprised he got the movie mostly done in such a short amount of time. I have been working on my film Space Trucker Bruce for 6 years and I am just getting to the final stages of test screenings, final edits and color correction. I had 7 sets to build, 355 special effects shots, 6 3d computer ships to build and 105 space animations to complete. I also wasn’t as efficient as I could have been when I started. Still, I am very impressed by his effects in the trailer with such a short production time. Very Cool!

  • Great article and kudos to paying your crew. It’s a real travesty that so many low budget ( and even higher) productions don’t want to pay people for their labor and time.

    • I don’t think it’s a matter of not wanting, it’s a matter of not being able to. And if I participate in a project I know I’m not getting paid in, no one’s forcing me, I do it for a reason. You always get something back, or you wouldn’t do it, whether the pay is favors in exchange, contacts, resume, experience or just the satisfaction of knowing that project got made, in part, thanks to your help.

  • I congratulate you, I think you’ve done a tremendous job and your camera/post insights I couldn’t agree more with. Its when I read posts like this I fear less for this site and young filmmakers in general. This is common sense, boots on the ground filmmaking. You even have your expectations right. Just imagine I’m buying you a beer.
    I knew Peter Jackson when he was doing it this way. I hope you have 1/100th of his financial success (and hopefully make better films than him).

    • thadon calico on 12.7.13 @ 10:15AM

      Young filmmakers??? Look at the films the old asses in Hollywood are cranking out these days.

      On another note, his work is inspirational! I’m glad he pushed to pay his crew. And like he reiterated, the film industry is going the way of the music business so now is the time to get it cos when it all hits the fan, 360 no budget deals are all that would be left

  • Great article really indepth, also are you Florida based? Would love to meet some more local people who actually film stuff.

    • Jorge Cayon on 12.12.13 @ 10:54AM

      I’m in South Florida. Work is hard to find and even harder to find filmmakers who aren’t in the Broadcast world. Where are you in the state?

      • I’m in Daytona Beach, so east cost central Florida; however I travel around the state from time to time. And yeah it sure is hard to find other serious filmmakers who aren’t broadcast based. We should get in contact with each other, would love to work with other filmmakers more often.

  • Fantastic read! Many thanks for posting

  • No clue who Ray Bradbury is?! Otherwise great article, thanks!

  • Dude, loved the article! Bookmarked it for later reference. This is the info you want to know, about how someone pulls together their first feature – I identified with this a lot (on a much smaller scale, shooting music videos with no money).

    Btw – I really like the music choice for the trailer! I hope you throw that vibe in the full length edit! – Looking forward to checking it out man!

  • Wow the BMCC has the best low light performance of the 3? Even bettering the 5DMk3?! That’s awesome! And with the recent new Speedbooster for the BMPCC that will improve even more. That camera is truly a revelation. Hopefully Blackmagic focuses on a high speed cam next. 120P HD would be great!

  • Looks great. Thanks for sharing!

  • Haha! Love his comment about following M Night Shyamalan’s career in reverse.

  • Really inspiring post. I’ve been thinking about doing the same thing for a while now, this article might just make me go for it.

  • Kyle O'brien on 12.11.13 @ 2:15PM

    AMAZING, Ryan. Any good book on lighting or composition you can suggest?

    • Hey Kyle,

      I taught myself lighting with a Lowel DV Creator 44 kit. I just tested a variety of lighting setups on my wife (girlfriend at the time) while watching movies & snapping photos on a DSLR. Once I started to diffuse & backlight my work instantly looked slicker.

      Before that I’d just blast my subjects from the front with Home Depot flying saucer light fixtures. Don’t do that. Ever!

  • Really admire you paying your crew as it’s probably the most important thing; everyone who does this wants/needs to get paid, so if you can, you should.

    ‘Don’t hesitate to make you first feature film’ I think is great advice, although to everyone out their who thinks $30’000 is a lottery win, you can do it for $0, and if that’s what have to do, do it. We did (with a crew of 2.5, a 600d, a tascam dr-100, and a light) and while you need cut many many corners, and choose a small script, you can make it work. And as Ryan has shown with his post, you’ll learn so much.

    Congratulations Ryan, looks amazing. Hope you look back on it and remember shooting it as an absolute blast!

  • 1080p Raw 60fps with the 5D MKIII ? really ?

  • Matt Skonicki on 12.12.13 @ 8:20AM

    Great breakdown on cameras. Surprised to hear the BMPCC had 60 fps with raw at 1080p. Sad thing is this footage looks cheesy. Not speaking in regards to production but the “video look”. Has that cheesy digital look like from that film “splinter heads”. I’m shocked to hear also the BMPCC having better lowlight then 5DM3.

    Thanks for sharing (and please folks I know zombie films put food on the table for expecting fathers but we can do better, it’s not all about the money)


    • Hi Matt,

      Not trying to be defensive, but it’s not a zombie film. And Michael Simmonds who DP’d splinterheads shoots multi-million dollar films…comparing this to his work is actually a huge compliment!

      Also, the BMPCC doesn’t shoot 60p; I only mention shooting 60p on the 5D3 in the article.

  • Great article! Thank you for writing this. Exactly how do file sizes compare between BMPC, 5D MKIII Raw and Red?

  • John Wilton on 12.12.13 @ 12:49PM

    Why is this posted again?

    • Thought I was losing my mind but was this actually posted before? Not that I care – just confused to hell :p

      • John Wilton on 12.12.13 @ 1:04PM

        Yea, looks like guys who drop out of film school get a lil more help from other than those of us who stick it through. hehe

  • So much obsession in the technicalities of “how” to make a movie, precious little curiosity in “why” to make a movie.

    One thing a complete film school education can help with is discovering why more movies should be made in the first place, and judging from this trailer, it was a lesson that sorely needed to be learned.

    • Our take is that a blog post is not going to help you with the “why.” And neither will film school.

      • Thank you Ryan for this post.

        This finally convince me to go build myself a hackintosh.

        And your guides are just great.

        Greeting from Switzerland

      • Come on, Ryan, you can’t make such a blanket statement. It’s different for every person, depends on the film school you go to, and your commitment to actually learning something while there. I knew “why” before I went to film school, but the theory classes I took definitely broadened my concept of what cinema actually is.

        If it didn’t for you, you probably skipped screenings of masterpieces because they were “too boring”, like so many of my classmates. I remember one pathetic kid in particular complaining about having to watch Fritz Lang’s Metropolis and then going on about how much he loved some shitty anime TV series. People who don’t have the foggiest concept of what is cinema will make derivative zombie movies because it’s easy and requires little to no thought. It’s not necessary to go to film school to learn “why”, but it helps.

        If you don’t know “why”, then you shouldn’t know “how”. One must come before the other.

        • Film school nowadays is a big waste of money, no offence.

        • In one breath you condemn the guy for being narrow minded and in another you just dismiss his genre because you don’t like it. His audience wants a trailer that looks like this. You can’t possibly judge his film from his trailer, it’s a sales tool and for his audience it’s spot on. You want a blog post about why more films should be made. Okay, write one. Do we not make films because we want to give our audiences some kind of experience? I’m really sorry but this kind of narrow-minded confusion of personal taste with cultural merit doesn’t help anyone.

          • Anti-intellectualism won’t help anyone either. It’s a plague. Education is incredibly valuable.

            I love genre films, it’s just that most of them are terrible. I hope Sleepwalkers turns out great, but you’ll have to forgive me for my skepticism. Low budget genre films are guilty till proven innocent, I’m afraid.

      • I disagree. You see so many terrible ideas executed with good equipment in film school, that it makes you stop and realize what’s worth spending your time and efforts on, somewhat inversely I must admit, due to contrast and observation.

        • Haha, don’t make me laugh! Anti-intellectualism is a perfectly valid point of view but it would require intellect and intelligence to stick to rendering it… um… intellectual. By calling it a plague you come across like one of those stuffy old French academics determined to preserve traditional french. They fail because language is like a river, it just finds its own course and filmmaking is no different. You also suggest that a film education can only be found in film school. Of all the creative arts surely film is the one that has proved most how, time and again, that simply isn’t true.

          Once again I have to challenge you to separate ‘I think is this shit’ from ‘I don’t like this’

          The guilty till proved innocence argument will not find any friends here and I wonder why you feel the need to state it. Of course you could be the greatest arbiter of good taste the world has ever seen but I somehow doubt it.

          Koo runs the site, and it’s a means to an end, not a philanthropic entity. He can run it however he sees fit, that’s his prerogative.

    • You missed many points which were made in this article.

      Did Bob Marley go to music school to learn “why” he should make music? No, he made music because he loved to make music.

      James Cameron skipped film school & his first feature was Piranha Part Two: The Spawning. His career turned out just fine.

      • Nico Burasco on 12.16.13 @ 4:45PM

        If you need to read a blog post on ‘why’ to make films, you shouldn’t be making films. Thanks for the article, it’s incredibly inspiring. Keep up the great work!

  • After watching that disgusting trailer now I know why he was a drop out from school. Demented lazy mind shelling out the sick in order to shock.

    • why the harshness?

      • Nico Burasco on 12.16.13 @ 5:53PM

        Bitterness. People just want to tear down things others have put their heart into building. I can’t attest to the quality of the film, because I haven’t seen it, but neither has this guy. Armchair critics who feel powerful after spending 30 seconds writing a response to something that somebody spent a year putting hard work into.

  • Thanks for taking the time to write this up Ryan. I had a question regarding your particular 5D3 raw 60p workflow/settings. There seems to be a lot of ways to do this out there and none of them are explained very well. Everything that I have seen in terms of 60p raw is that there is a decent amount of resolution loss due to line skipping. Were you able to achieve continuous 1080p? Just curious because it sounds like you were pretty satisfied with the quality cutting well with crisp RED and BMC footage.


    • Hi Cody,

      In 60p, I hit continuous @ 1728 x 458, 30 seconds @ 1856×492, and 11 seconds @ 1920×508.

      The image is squashed in 60p for buffer purposes, so you need to set your image height to 161% scale in post.

      Raw 1920×508 stretched to 1920×818 (I use 2.35 aspect ratio) is superior to 1080p, and especially 720p H.264 from a Canon DSLR.

  • Thanks for the detailed production walk through. That’s a lot of gear for a 30k budget. Have to assume camera/grip/lights already owned not factored in? And a specialized aerial cam company? What do you budget for that? Would imagine they’d charge a pretty meaty day rate.

    • Tim, my producer owned a lot of stands/reflectors/power/grip gear etc.

      I owned all of the camera gear & lenses. I (usually) upgrade my A-camera at the end of each year, this is the first time I’ve owned 3 at the same time (the Pocket was too cheap to pass up).

      I went to high school & college with Tom, who shot our aerials, so his rates were extremely generous. I’m crossing my fingers that I can some day pay him what he’s worth!

      • The aerials add a lot, based on what’s in the trailer at least. Maybe if I mention your name he’ll give me a break on my micro budget shoot this spring! Thanks again for the breakdown and good luck with this and your next!

  • While I admire effort put into this and all, I must admit — films, i.e. so called «independent films» become less and less inventive and more and more generic.

    I mean, If you don’t have strong story — get decent actors. Got no strong story — go for the atmosphere. Get the audience’s imagination work, find the right mood, color etc.

    Film directing means inventiveness in my book, but recently it became a substitute for «put whatever the hell you’ve got on the screen who cares it’s merely a DIY film no one will judge it too strictly».

    Hell, Sam Raimi had not of a big budget either but that porch siwng banging against the door is brilliant.

    So I utterly agree with the importance of using cut-aways and sounds and all, good point there. But then again, the trailer sounds much like they overdone it with gory sounds, it’s almost trying too hard to distract us from the fact there’s no budget. And those glithing titles looks almost like dumb preset. I mean, they’re sooo generic.

    All and all, I believe only one thing can save films like this — that they don’t pretend they’re bigger than they ar — a little drop of irony that is, which don’t seem to be the case here.

    I wish the director all the best though, didn’t mean to be rude.

    • Thanks Coil. I definitely appreciate the honest feedback!

      I’ve just learned to go with my gut, at least for now. Before releasing it, I sent the trailer to the cast/crew, and feedback was all over the place; color correction is too bright, too dark, sounds are too loud, sounds aren’t loud enough, titles are awesome, titles suck, you’re revealing too much, you’re not revealing enough, etc.

      I realize that everything is subjective, so for my first three films, I’m making the movies exactly how I feel they should be made (shooting an action film next, then sci-fi). When reviews & feedback pour in from the masses, I’ll adjust my techniques accordingly. I’d hate to be one of those self absorbed directors who always thinks they’re right. Constructive criticism is key to mastering your craft.

  • emilio murillo on 12.15.13 @ 8:49AM

    there is no such thing as a film school drop out. you make films, You make the films, the school’s job has been done. Of course getting a teaching job in film becomes harder.

  • Ryan – mad inspired by your process. Gives me a lot of inspiration to keep hustling on the same tools. Wishing you all the best with your plan going forward.

  • Ryan – one question on higher ISO with the Scarlet. How are you keeping the noise down? Noticed at 1:11 in the camera breakdown its ISO 1600 but underexposed. Are you shooting underexposed & crushing blacks in your shadows in post to get rid of noise. I own a Scarlet too, Canon L lenses and routinely get noise I’m not happy with anytime I cruise above ISO 800. Do you think it could be lenses related? Curious to learn from you on this front man. Thx!

    • Ryan Lightbourn on 12.19.13 @ 2:56PM

      Hi, it’s likely a combo of bringing the black levels down, proper black shading, and H264 compression for Vimeo. I typically try to avoid going over 800 w/ the Scarlet as well.

  • Outstanding article. Invaluable info – thanks for sharing.

    Can’t wait to see Sleepwalkers. Good luck with your next ventures!

  • I loved this article right up until the point this guy claims to not know who Ray Bradbury is. Seriously? Otherwise, an awesome article. This is really informative and well-written!

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