It’s no secret that I’ve been bubbling over with excitement about the potential of making independent films with HD DSLRs, Canon’s 5D mark II in particular. I pre-ordered mine the moment it was announced. But it takes more than just a camera that can shoot HD video to make a movie. And more than that to make a good movie.

Today I share with you the finished film, how it came together, and the lessons I learned (and re-learned) along the way.

This is not my first short film, or film of any length for that matter. I went to film school and have spent my entire adult life as a writer, director, and producer in the film industry here in La La Land. Not everyone in the world likes everything I’ve ever produced, but enough people like it enough that I’ve worked at ever major studio in town and a lot of the minor ones, too. A week doesn’t go by without something I either wrote, directed, and or produced airing on television somewhere in the world. In other words I’ve made a lot of stuff. Of course, making glossy big budget TV shows with staff and crew and blah, blah, blah – that’s quite a bit different from making a zero budget short in eleven hours with a total of six people. But I’m getting ahead of myself.

I’m going to condense everything so the curious can get the gist and then run off to get shooting there own shorts. Those interested in the details can read on. But first, the short film (you can watch it larger here):

Condensed:

Pre Production:

• Wanted to test out all this fun new gear.

• Set up parameters: Must be able to shoot it all in a weekend for zero money.

• Got producer and he got actors on board.

• Wrote a script in a couple hours that would take advantage of the parameters and use the three actors who were on board.

• Discussed wardrobe with actors over the phone. Producer had them email us photos of options.

• Rehearsals: one on a conference call, one at my house (where we confirmed the wardrobe choices).

• Producer secured a small crew (3 ½ people).

• Pre-vis – I storyboarded the film (just rough sketches) in ToonBoom’s Storyboard software

Production:

• On location we threw out all but the opening dolly shots due to lack of time.

• Shot 5DmII with Canon lenses 35 1.4 L, 50 1.4, 80 1.2 L (beautiful but tricky), 70-200 2.8 IS L, Fader-ND (ESSENTIAL!), Indi-Focus follow focus (very good) and camera rig (not very good), Hoodman Loupe (useless), Libec tripod (almost useless), DIY glidetrack (used once – then ran out of time), 16×9 inc. Grab and Shoot Bag (rad).

• Recorded audio separately w/ boom on pole into Zoom H4n and ambient with built in stereo mics covered with a Readhead Windscreen.

• Crew was rad!

• Actors rad!

• Location rad!

• Bears rad!

• Forgot to turn off auto white balance – BAD!

Post Production:

• The nightmare begins.

• Tried to do first rough cut edit on 3 year old computer using proxies (sorenson codec) in Vegas Pro 9. No problem.

• Exported low res version to give to post audio guy. No problem.

• Spent 5 minutes on a pick up shot in park near my house. No problem.

• Mix and master audio with post audio guy. No problem.

• Re-recorded some of the dialog that wasn’t clean enough. Eh.

• Finished final cut with mastered audio. Cool.

• Got a cut of the film to the musicians along with direction on the type of music we needed.

• Musicians delivered AMAZING tracks. Cut them in.

• Tried to replace the proxies with the originals to export. Choke!

• Tried a thousand variations. Nothing worked. Eventually saved it as a Avid Legacy AAF file in Vegas (only works in 32 bit version, not 64 bit Vegas). Changed the name of the folder where the proxies are and renamed the folder of the originals to what the proxies folder was and opened the aaf file in After Effects. Success.

• Color correction, color timing, image tweaking, etc. in After Effects. Export final movie. Choke!

• ARGE!!!!!!!!

• I tried another thousand variations, but finally broke down and bought a new computer. Exported final film from After Effects. Success.

Detailed version below what went wrong.

What Went Wrong:

• The Hoodman Loupe was useless for pulling focus. Since filming MM I bought a 7” HDMI battery powered monitor. It will join me for the next film.

• I forgot to lock the white balance on the camera (left it on auto). Total rookie mistake. I suck. No excuse. Next time I will lock it down.

• I forgot to bring my walkie talkies. Dumb! You never know when you might need them. We needed them and everything slowed down because I left them in my garage.

• Noisy walking! If you aren’t showing your character’s feet in the shot, and they are walking on something like leaves and branches, throw down moving blankets so you have usable dialog from the boom mic. I didn’t and we had to pick up a lot of dialog in the booth. It never sounds quite the same as getting it in the field.

• Turns out the 5DmII looks like poop when shooting wide with deep depth of field (a lot of it in focus). Really screams 1980’s video to me. I’ll be avoiding that type of shot as much as possible when using the mark II.

• We were shooting daytime. The sun was out. We didn’t bring anything to cover the gear and the shade was moving as the day went on. Next time I’ll bring something like a light color blanket or pop out shades to cover the gear if there aren’t any good shaded areas. Gear is usually black. Black in the sun = hot, very hot. Very hot electronics, not fun.

• There are bugs in the woods. Go figure. One of my favorite wide shots had a bug flying around right in front of the lens and I didn’t notice until I was in the editing room. I did some fancy After Effects work to take it out of the shots that weren’t panned, but it’s still there in the panning shot. Annoying! Looks like crap. Next time I think I’ll put some bug repellent near the lens.

• I borrowed a friend’s tripod because it weighed half as much as mine and we were going to be hiking several miles on foot with all the gear. The tripod sucked. From now on I’m bringing the beast or I’m going to spring for some lighter weight but equal quality carbon fiber sticks. The tripod is one of the most important pieces of gear you will use. Use the best one you can.

• Bring a flashlight. I have an unhealthy obsession with LED flashlights. I have a very large selection. So why didn’t I bring a flashlight on the shoot? Well, we were only using natural light so I figured we’d be home by dark. And I wanted to travel as light weight as possible because of the long hike. Well, we finished shooting as the sun went down. By the time time we finished packing up we had to hike back through the bear infested woods in pitch black. You never know when you’ll need a flashlight. Bring it.

• Inventory. Take the time to organize your gear before you head out and put it on a list. I did. What I didn’t do was break the list down by bag/box. I just had a long master list. If you number your bags / containers and then have the inventory list broken down the same way, when you are pressed for time and you’re trying to find something, you just ask one of your crew for the item. They find it on the list and know exactly which bag it’s in.

Detailed version:

Pre Production:

I wanted to test out all this fun new gear but rather than just do test shots, I thought I would get more out of it if I did an actual production. More fun. More creative. Get to actually tell a story. And it’s a better way to see what you can do with the gear and learn what not to do next time.

I set up parameters: Must be able to shoot it all in a weekend for zero money. I called Mark D. Cade, a good friend and great actor that I’ve worked with before. I asked him if he’d like to produce it. I didn’t have an script, or even an idea, just said it will be fun. He was in. He called around and got the actors on board. Still there was no script.

Once all the elements were in play, I wrote a script in a couple hours that would take advantage of those specific actors, the props we had access to, and an interesting location (Lake Arrowhead) where Mark had a house that we could stay for free. I emailed everyone the script.

Then we had a phone meeting where we talked about the kind of characters I wanted the actors to play and what sort of wardrobe they might wear. Mark had them email us photos of options so we could pick.

For the rehearsals we did a conference call and ran lines. No notes at this point. Just going over what was on the page. We did another rehearsal at my house here in LA (where we confirmed the wardrobe choices). This was the first time I met the two actresses in person. We spent a couple hours going over the lines and giving them direction. Putting the time in here can save a lot of time on location when time is more valuable. Time!

Thanks to Mark we managed to figure out a weekend when we could all get out of town and head up to Lake Arrowhead for the shoot. Mark secured a small crew and we were off. Although the actors had all worked many times, our crew were friends – one of mine and 2 of Mark’s. None had any crew experience, but they all busted their butts and really made it all possible.

While all this was going on I storyboarded the film. Nothing fancy. Just rough sketches in ToonBoom’s Storyboard software . Storyboards take a lot of time, even really simple ones like what I drew. But being able to pre-visualize the film is incredibly valuable to me. It saves time out on location, but more importantly let’s me expand my visual opportunities and revise them without having to reshoot. They also help keep me organized. It’s easy to get mixed up on location and accidentally leave out a shot if you don’t have a shot list or storyboards helping keep track.

Production:

On location we threw out all the dolly shots due to lack of time. The plan was to use dolly shots as a device to indicate time passing between each of the scenes. It only took one shot to realize this would eat up time we didn’t have.

I shot with the Canon 5DmII. I used these Canon lenses: 35 1.4 L. Great lens, but watch out for wide shots with anything f8 or higher. The aliasing you get from the way the 5D captures video will likely make the shots look like poop. 50 1.4 best bang for the buck IMO. If I had to shoot a whole indie film with this lens, I would. 80 1.2 L One of my all time favorite lenses. The images you can pull from this lens are like kisses from an angle – with tongue! The problem is the way you adjust focus is wonky. You turn the focus ring and it tells the camera to move the focus element instead of the ring itself moving the focus element. It is really a pain in the behind for film making. 70-200 2.8 IS L Great lens, didn’t end up using it.

The Fader-ND is a variable neutral density filter. I don’t plan on ever leaving home without this puppy in my bag. It lets you adjust the brightness of the light coming into the camera so you can open up your f-stop for those short depth of field shots without sacrificing your shutter speed. Absolutely indispensable. Get one and use it.

I used the Indi-FocusPro follow focus. It’s a great unit, especially for the price. However, I didn’t have a field monitor so I couldn’t really pull focus. In other words I didn’t use it much on this film. The Indi-Focus Matte Box was essential for the kind of shooting I was doing with the sun at my actor’s backs. I was able to use the top and side flags to block flair from the lens in almost every situation. That said, it’s going to need some tweaking before I use it on my next project. And I don’t know if it’s the best mattebox for the 5D crowd. I also had the Indi-Focus rail rig. It is still pretty rough around the edges. I don’t think the rig is ready for prime time. Pain in the butt to adjust. Heavy. Etc.

I had the Hoodman Loupe and was planing on using it for pulling focus, but it sucks. It didn’t want to stay put and even when it did I’d have to contort my body to get into position to use it. Even then, it didn’t help enough. Very frustrating. I am now strictly a field monitor shooter if I’m going to do scenes where I want to pull focus.

The Libec tripod I borrowed from a friend had a terrible fluid head that made it close to useless.

I brought my DIY glidetrack. It’s okay. I mean, it works with some practice, but I’m still looking for a better solution. It is nice and compact and fast to set up compared to a full dolly track. I need to experiment more with it.

I kept the camera and rig with mattebox in a 16×9 inc. Grab and Shoot Bag. The bag seems to have really good construction quality. It has a big mouth on it which makes it easy to shove the whole rig with the camera and mattebox still on it into the bag between shots without breaking it down.

We recorded audio separately using a boom mic on a boom pole into a Zoom H4n. There’s an art to getting good audio this way, but in my opinion it’s the only way to do it unless you have access to very high quality wireless lavs and enough independent channels to record them into. Even then, boom might be better. We also recorded ambient (and backup live audio) with the built in stereo mics on the Zoom covered with a Readhead Windscreen. If you are using the Zoom’s built in mics outside, please do yourself (and your listener’s ears) a favor and get a Readhead for it.

Crew was rad!

Actors rad!

Location rad!

Bears rad!

I forgot to turn off auto white balance on the camera. Yeah, yeah, I know. Total rookie mistake. What that means is not only did the camera change white balance from shot to shot, but sometimes even within the same shot. I had to fix the horrible result in post as best as I could, but it took many hours and still isn’t great. Do yourself a huge favor and turn off auto white balance before you shoot video!

Post Production:

This part was such a nightmare I really don’t want to relive it in any more detail. But feel free to ask me questions if you want to torture me. So see the post production section above if you skipped the condensed section.

I would, however like to add a little detail about music.

Music:

It wasn’t until we got the original music on Middle Man that I felt like what I wanted the audience to experience emotionally was coming through. The musicians did an amazing job and elevated the film to a place it would never have gotten to any other way. Unruly Helga along with co-producer Sean C. delivered greatness by the bucketful. And I owe them a special thanks.

Music has the power to completely change what your audience is feeling when they watch your film. The same shot can have completely different meanings with two different songs. Put the time needed into getting the right music. If you don’t have the money to hire musicians, reach out to your local musicians and see if they would be willing to do it for the experience. If you can’t find anyone willing, you aren’t trying hard enough. Please don’t take existing music, particularly if you don’t have the rights. It’s totally lame, and you’re cheating yourself. Film making is a collaborative art. If you aren’t going to collaborate with the composer, expressing what you are looking for, you’ll short change yourself and your audience.

Results & Next Time

Now it’s done. Well, not done really. There are plenty of things I’d like to change, fix, massage. But I’ve gotten to the point of diminishing returns. If any one of the things still wrong with the film was the only thing wrong, I’d fix it, but with so many little (and a few big things), I’m just going to walk away and let it exist on it’s own just the way it is. I hope people like it. I hope they “get it”. But if not, I just have to let it go.

The next short is going to have a much higher budget (though still very low), and most importantly have a much longer shooting schedule to make sure we get every shot I want to get. I’ve got a new camera rig I’ll be using and I’m going to edit in Premiere using the GPU Decoder from Divide Frame. It lets you do real time cut edits with the original 5D mII files. No transcoding! I’ve been testing it out and it’s working great so far.

The next short is called “Donut” and it’s already written. We’re just holding off shooting until the 5D firmware update comes out – hopefully in January. So keep your eyes peeled for “Donut.”

Nice!

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