Changing the Game is a tale about a supremely intelligent young African-American male who rises from the ferocious and oppressive streets of North Philadelphia to the lucrative world of high finance at Wall Street's most prestigious firm. However, he soon finds that the white-collar world is filled with crime and death just like the drug-filled hood he left behind. His only chance of survival is a mysterious gift from a slain childhood friend.

1. Changing the Game
of Independent Filmmaking
Changing the Game is a tale about a I had shot director Rel Dowdell's thesis short
supremely intelligent young African-American film at Boston University, back in the late
male who rises from the ferocious and nineties. I was the production manager for the
oppressive streets of North Philadelphia to the school's film department, as well as a freelance
lucrative world of high finance at Wall Street's DP. The short, entitled “Train Ride,” was met
most prestigious firm. However, he soon finds with critical acclaim and was eventually
that the white-collar world is filled with crime developed into a feature length film. Though
and death just like the drug-filled hood he left we had planned on working together on the
behind. His only chance of survival is a film, scheduling conflicts postponed our
mysterious gift from a slain childhood friend. second collaboration. Fast-forward 15 years; a
call from Rel finds me in Tucson working as a
post-production supervisor for the University
of Arizona. Schedules finally meshed and we
would finally work together again.
by Bob Demers
Director of Photography Changing the Game was written by Rel and
May, 2012 Aaron Astillero.

2. As production geared up, director Rel Dowdell constantly shared examples of work to screen,
everything from Phantasm to La Haine. It was refreshing to work with a director that wanted
more than a stereotypical look for what could be misconstrued as strictly a Black American film.
I felt Rel wanted to break the mold and question the audience’s expectations. In the process we
paid homage to many greats, from 16th century Italian artist Caravaggio to 20th century film
icon Stanley Kubrick. There is a particularly ominous scene in our protagonists drug-dealing
“war room” that pays homage to the Milk Bar in Clockwork Orange. The room was an actual
“rumpus” room in a private home
discovered by set designer Brian
Chacon. The room came complete
with a variety of practicals from
chandeliers to festoon lighting, all set
against a predominantly crimson
color scheme. We tweaked a few of
the practicals and added one LED
panel and a small Fresnel to accent
our actors. The locale perfectly
augmented the tension required by
the scene. Nicoye Banks cornered in the War Room by Dennis L.A. White
To get the creative juices flowing, I
spent a great deal of time talking with a
local Tucson artist, Mark Leviton.
Mark is a sculptor that works in full-
scale castings and he has quite a
different view on the function of art.
We discussed the concept of informed
“appropriation” and the intelligence and
sophistication it can impart on any art
form, but in particular filmmaking. Of
course we all build on those that came
before us, but insightful appropriation
Tony Todd interrogates Brandon Ruckdashel
combined with the artist’s own vision
will result in a focused creative viewpoint. Mark also did a great job bludgeoning me about my
creative head and shoulders, getting me to relax my thought process thus allowing intuition to
surface. Intuition is an important aspect of creativity, one that allows the artist to go with the
flow and let the scenes, locations and actions guide the creative decisions. It all relates back to
the lighting approach and letting the location speak to me, then expanding this same approach to
composition, movement, etc.
Production started in the Spring of 2010, and with a budget SAG classified as ultra-low, I worked
with 1st AC Nick Micros to come up with a camera package that balanced cost with the greatest
flexibility and image quality. Initial hopes of using the Viper Filmstream were precluded, along
Changing the Game of Independant Filmmaking 2
By Bob Demers
May, 2012

3. with many other high-end systems. And though the production did have access to a Red camera
system, it too was ruled out by the requirements of a small, fast moving crew working within the
constraints of a tight schedule. After much research, we decided to use the Sony EX3, coupled
with the AJA Ki Pro. “The camera was simple and easy to move for me and my 2nd A.C,
Tommy Oceanak,” Nick comments, “which we needed because of all the company moves and
the tight schedule. The Ki Pro was reliable and shockingly simple to use. We ran HD-SDI out of
the EX3 to the Ki Pro that was on a Rubbermaid camera cart converted to a video village.” The
EX3 was chosen for its exceptional picture quality and its ability to output HD-SDI. I also
decided to go with the EX3 stock 14x5.8 f1.9 lens; it was again a balance between quality and
cost. We were impressed with the image quality of the lens, though a bit concerned that the short
focus ring rotation could hinder smooth focus pulls. Nick handled focus incredibly well and
managed to tweak and adapt our Redrock follow focus to the stock lens; “Our…mattebox, rails,
and shoulder rig came from Redrock also,” says Nick, “I feel like the set up was meant for
DSLRs but worked with our EX3.” We were pleasantly surprised when we discovered the
amazing lack of breathing in the lens.
Much to the chagrin of Nick
and Tom Oceanak, 2nd AC, I
opted out of using any kind of
DOF lens adapter. I also am a
colorist and see a lot of
mishaps with those adapters.
They need a lot of attention on
the set else you risk
misalignment or even shots
where someone forgets to turn
on the adapter. Moreover, DPs
using these DOF adapters end
up stopping down to a point
that negates their use…why?
We shot wide open when short
Tommy Oceanak, 2nd AC, and Nick Micros, 1st AC, Sony EX3 DOF was needed and our little
stock lens worked well. Of course, the ½ sensor on the EX3 helped. Many times I had to sneak
down a stop or two to give Nick a bit more leeway on his focus pulls. He won’t admit it, but I
know he appreciated it.
To maximize the image of the EX3, a long time colleague, Roger Macie of Macie Video in
Massachusetts, created a secret sauce for our camera. Roger and I worked together years ago in
the Boston broadcast production scene. Macie went on to create Macie Video and has become
the go-to-guy for camera setup and repair. Macie is the developer of the Macie Standard, a setup
that optimizes camera response and color rendition. Many networks refer their stringers to
Macie for setup, thus assuring consistent and high quality broadcast images that fit with the look
of their network shows. After a lengthy conversation with Roger, which included too much
reminiscing, we set about to specify a picture profile for the EX3 that would optimize the color
response of the camera and preserve the maximum range for post processing. Macie has always
been excited about the EX3, and confessed to “getting goose pimples” when he tested the camera
Changing the Game of Independant Filmmaking 3
By Bob Demers
May, 2012

4. when it first was released. For CTG, Macie created a number of setups based on the Macie
standard. We tested each setup and the camera crew and I chose one that flattened the contrast,
with reduced highlight detail. This setup allowed us to shoot in some very high contrast lighting.
We could let windows blow out without fear and rest easy that our blacks were not built up
beyond the point of no return. On a low budget, fast moving production, this saved us hours in
lighting and rigging. We did discover that the EX3 is very sensitive to far-red pollution, mostly
evidenced in the blacks. This necessitated the use of a Tiffen T1 IR filter to keep our blacks
neutral, though at a slight cost of half a stop.
Many of the camera and lighting crew, as well as one of our prominent actors, were also
experienced shooters. They were impressed with the image we could pull from that EX 3 HD
SDI spigot. Hopefully we have recruited a few more Macie fans and proved how important it is
to have your camera professionally setup. Most often cameras are optimized at the factory for
visual appeal to the customer, not necessarily the ideal setup for flexibility in post grading. You
really need to get the camera on a scope and tweaked by a pro so at least you know your starting
point of reference. In the process, you will learn the capabilities of the camera prior to
production.
The second key to capturing that great image was the use of the then relatively new AJA Ki Pro
hard disk recorder. Sarah Sher, proprietor of Red Eagle Post in Tucson, provided the Ki Pro and
taught us the nuances of the rig. “Ki Pro rocks” was the mantra on set...”just like recording tape
only better.” Our workflow was to capture HD-SDI direct from the EX 3 to ProResHQ, 1080p.
We had two drives on location
and would swap them between
company moves. This avoided
having all our eggs in one
basket and worked well within
the constraints of the schedule.
The Ki Pro excelled not only
with its easy operation and
efficient hardware codecs, but
in accordance with the
legendary AJA family of IO
units it provided a number of
resolution assignable outputs to
feed various set monitors. We
powered the Ki Pro from a UPS
Script Supervisor Misha Zubarev at the AJA Ki Pro based video village.
to clean up the power and
protect it from local power interruptions. I figured out how to disable the power-out alarm tone
on the UPS so we could also use it as a battery powered AC supply for exteriors and car shots.
Other than a couple of factory resets to resolve a mysterious loss of audio signal at the input, the
Ki Pro worked flawlessly. We contemplated recording sound directly to the Ki Pro, but decided
to go dual system. Jason Wasley, the Sound Recordist, did send a feed to the Ki Pro so we would
have sound for playback, which was much appreciated by the director and the actors.
Changing the Game of Independant Filmmaking 4
By Bob Demers
May, 2012

5. Because of the low budget and the need to cover a multitude of locations in such a short time,
Production Manager Leilani Goode used some innovative techniques to bring the crew together
and foster communication, which was key for a fast moving production like CTG. Each day
started with a mandatory breakfast meeting where the AD, Dan Sinisi, reviewed the day's
schedule, handed out sides and addressed any crew concerns. Leilani also scheduled a second
meal at the end of the day, back at the
production office. Not only would crew have
a tasty meal together, the daily event would
often serve as an informal production
meeting to go over the next day’s payload.
Gaffer Zafer “Coach” Ulkucu expounds; “No
matter the size of the production, I’ve found
having food on set to be extremely important
for the morale, and thus productivity, of a
crew. On this production, we were fortunate
to have a very accommodating Craft Services
person and generally very good meal
catering. Even on days where we didn’t
officially go into overtime, there was always
a delicious second meal waiting for us at the
production office. On a set where most folks
aren’t getting anywhere near their standard
day rate, this became a nice way to relax and
get some much-needed nourishment at the
end of the day. Plus, it was an opportunity to
mingle and get to know the rest of the crew
and even cast.”
Leilani did a marvelous job pulling
the crew together. Overall, the lighting and
camera crew were young, energetic and
creative. Most had worked together before,
and most were heavily involved in the Philly
(l-r) Jay Wasley, sound mixer; Tim Cronin, best boy grip; indy film scene. They would often work
Zafer “Coach” Ulkucu, gaffer and Nicholas Micros, 1st AC with each other on short, no-pay films,
constantly practicing their craft. It was inspirational for me, coming from a highly commercial
world, to see such dedication and support they had for each other. Gaffer “Coach” also
appreciated the talent that was brought to the production; “...it’s important to have a dedicated
and knowledgeable crew, and being an indie film, there wasn’t enough money for all the people
we could have used. But on this set, I was occasionally reminded of the benefit of having at least
a few focused professionals as opposed to (the more common low-budget scenario) an army of
inexperienced, if well-meaning, PAs.”
As part of my show deal, I offered to stay at a private residence. Leilani was kind enough to
share her house with me. Geographically, it also worked out for Nick and Tom, the other two
camera department members. It was one big happy family. We would get in late, have a beer,
Changing the Game of Independant Filmmaking 5
By Bob Demers
May, 2012

6. download the footage, charge batteries and do a bit of review. I also cooked a couple of pancake
and bacon breakfasts for the camera crew and Leilani’s 8-year-old son. It was a great
arrangement that turned out to be much more civilized than returning to a lonely hotel room each
night.
The visual strategy for the film dictated an edgy, sharp style for the inner-city footage; to capture
the surroundings and enhance the oppressive environment. We stayed wide on the lens keep
depth of field deep. I did shoot a lot of handheld, but only if it contributed to the feel of the
scene. I try not to shoot handheld just for convenience sake, it’s too distinctive for that and plays
a major role in setting tone. I try to save it for those voyeuristic, edgy scenes, or to create
rawness within the scene. In contrast, our contemporary Wall Street and other high-finance
scenes required a slicker, compressed feel. We wanted to focus on our characters at that point,
less on physical environments, more on personalities. We used longer lenses and softer lighting.
We had the opportunity to work with the custom built Scala dolly, made by JEV Productions.
They were kind enough to loan it to us for the duration of the production. Much like a
conventional skateboard dolly, it also included a detachable vertical counterbalanced rail system
that allowed incredibly smooth booms. The rig was pushed to the limit on the opening scene that
required a move that started tight on our young protagonist’s eyes, then pulled back to reveal a
period classroom complete with students and teacher. We ran the dolly on PVC, which worked
well considering the weight of the dolly and the AC.
Philly Gaffer Zafer “Coach” Ulkucu did a remarkable job with lighting crew and gear for the
show. I’ll never forget the night before principal photography when Coach arrived at our
“home” with the L&G truck. It was out of New York City and covered entirely with real graffiti.
It gave our entourage a nice
urban feel that fit in with
our inner-city locations.
“We couldn’t have pulled
off this shoot without the
support of our great G&E
vendor, Handheld Films,
out of NYC,” notes
Coach, “on these kinds of
low-budget indies, there
never seems to be enough
money for lighting and
grip. It’s basically a
constant. But on this shoot,
we had some significant
requirements, not the least
Custom painted truck with urban camouflage, courtesy Handheld Films, NY.
of which was that we
needed to have most all the gear for any scene/setup with us at all times. We knew the schedule
was going to fluctuate, so we had to give production as much leeway as possible to reorder the
shoots. So we had to be prepared. This meant renting all the gear at once. If we had tried to go
with any of the first vendors we looked up, this would not have been nearly possible. But after
Changing the Game of Independant Filmmaking 6
By Bob Demers
May, 2012

7. much research and a bit of begging, we found a vendor that understood our situation and was
able to give us enough of a deal...that we could afford most of what we wanted, and so hopefully,
we were able to make the movie look more expensive than it really was. This is the goal of
every shoot I work on, and I think we pulled it off.”
I like my lighting simple. Simple often equates to efficient, and most often provides a natural
and appropriate look. I warned the crew that I would not be shoe-horning any preconceived
lighting ideas into our locations. This meant going with what the locations implied in terms of
lighting treatment. Many times, we would use existing light sources, augmenting them with our
balanced lighting. On one particular urban night scene outside a barbershop in West Philly, I
had just spiked the camera position and started to think about lighting, when it hit me. I called
Coach over and pointed to our scene, which included a conversation around a parked car. There,
in the sodium vapor light of a single streetlight, our lighting approach was dictated. I looked at
Coach, pointed to the scene, and simply grunted, “do that.” Coach did and in the process
introduced me to the new Rosco Industrial and Urban filters that simulate sodium vapor lighting.
Coach used two fixtures and two different filters to replicate the existing light. It was beautiful
and one of my favorite shots. Coach relates another scene that exemplifies the beauty of
simplicity, “As I’ve found so often to be true, some of the most beautiful setups are the simplest.
One of our first shoots was a brief scene in Sean’s (lead actor) bedroom with just himself, a bed
and a window. We used only one light (Joker 800 w/ Chimera) and a smoke machine. It was so
simple, we didn’t over think it, but it looked and felt perfect.
Coach's comments remind me of a pet peeve; the obligatory establishing wide shot. I have never
bought into filming scenes according to some textbook formula. For me, it’s like music
improv…jazz. It’s about having your technical chops down so you can then go with the flow
that the situation, or
scene, presents. Get what
serves the vision, always
with a little something
extra for the editor. If the
director doesn’t see an
establishing shot, why
waste the time and money
shooting one. I believe in
pre-visualization, and
knowing what you want.
It’s a way to put your
mark on a film, and save
the backs of your crew by
avoiding unnecessary
heavy lifting. Coach Changing the Game crew descends upon actor Munir Kreidie
agrees, “The instinct is too often to start the scene with a shot where we see everything in the
room, and thus have to light it. (And of course it has to be dressed as well.) Being that this
movie was so character driven, Bob was able to see that this big, wide-shot is rarely necessary in
creative terms, and often very difficult to pull off in technical terms. So we generally
Changing the Game of Independant Filmmaking 7
By Bob Demers
May, 2012

8. concentrated on nailing great medium shots and close ups. The week after production I was on
another short film shoot. We were in a location, with set dressing, costumed actors, the whole
lot. But the DP and I couldn’t wrap our heads around the lighting. Our set-up was getting close
to looking good, but not quite right. Finally, we decided to “kill the wide-shot.” All of a sudden,
it all made sense and the scene turned out looking great.”
On the other end of the spectrum, we often employed “available light”, that is to say we used
every light available. For an interior of a church that included 150+ extras, we pulled out all our
HMI’s which handled the nice hard edge-lighting, and added all of our daylight balanced
Kinoflos to provide modeling and fill. We were, however, blessed with help from nature during
our wide shots when suddenly magnificent sunlight streamed in through the stained glass
windows. Nature often smiled on us throughout the shoot, providing beautiful natural light at
just the right time.
It happened during a
graduation scene that
took place in a large,
windowed hall at a local
university. Once again,
clear skies and low angle
sunlight at just the right
time provided our
illumination, which only
required a large overhead
and a couple of silks to
soften and model the
foreground. I get
nervous relying heavily
Actors Irma P. Hall, Sean Riggs and Tom Dwyer on natural light,
particularly on long scenes with changing light, but there was a vibe on the shoot that attracted
our good fortune. I often wonder if it was the result of the production blessing that was bestowed
upon us on day one by Reverend William Cross, the real-life pastor of our church location.
We had a fair amount of sfx shots for such a low budget film. The major shots were plates for
explosions that had to be created digitally. One in particular involved a hotel door being blown
off after one of the characters explodes via a body bomb. Set Designer Brian Chacon did an
excellent job recreating our location hotel door on a green screen stage at Studio City New
Jersey. The gag was something I had practiced as a 14 year old kid after stumbling on a book
about SFX for Film and Television, written by Bernard Wilkie. The principle involved a heavily
weighted pendulum that knocked out the set door, spiced with sawdust, debris and break-away
trim components. This foreground plate was composited with the background plate of the actual
hotel hallwa, then enhanced with smoke and flame later in post. I must admit, my crew thought I
was a bit crazy, but finally bought into it after much cajoling. We had another post-explosion
gag, a burning car with our actors frantic in the background. First, we shot the car against green
screen, flew both the car and the screen out, and then brought our actors in. It’s interesting to
note that nowadays the sfx compositors actually recommend shooting the plates static and
Changing the Game of Independant Filmmaking 8
By Bob Demers
May, 2012

9. handheld. They will track on one of the handheld plates and impart that movement to the other,
adding realism to the action.
A big thanks goes out to the director, Rel Dowdell. He trusted me, along with many other
talented crew members, with his vision. He afforded every key person the latitude for
contribution, and he exhibited
flexibility with his vision, though
without compromise, to
accommodate the realities of such a
low-budget production. As Coach
says; “… he had the confidence and
open-mindedness to be flexible in not
only the shooting order of the shots,
but even with rewrites to
accommodate the realities of the
shoot. This meant that we could
shoot all the shots in one direction
and at one location before moving on
to another. This seems obvious, but
Rel Dowdell, Director and Co-Writer of "Changing the Game"
another director might have wanted to
shoot “in sequence” more often, presumably for the sake of the actors. If we had stuck too much
to that plan, we would have never had the time to shoot any of it properly.”
Dan Sinisi, our 1st AD, performed the Herculean task of keeping us all on schedule. In the end,
our small band of indy filmmakers managed to pull off 29 locations, 205 setups, and 71 scenes,
all in 25 shooting days. I have to give a big thanks to all the crew that pulled together to make
this one of the most efficient and civil productions I have ever been on. CTG certainly changed
the game of indie filmmaking. I look forward to working again with Rel and visiting my
extended family upon return to Philly for the premiere.
Postscript: Changing the Game opens in
select AMC theaters on Mother's Day
weekend, 2012.
Bob Demers, Director of Photography, "Changing the Game"
Changing the Game of Independant Filmmaking 9
By Bob Demers
May, 2012