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.


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.



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.