Cover Story: 'Act of Valor'
Issue: February 1, 2012

Cover Story: 'Act of Valor'

CULVER CITY, CA — Act of Valor is the first dramatic feature film from stunt men and documentary directors Scott Waugh and Mike “Mouse” McCoy. By mixing “reality-style” storytelling, video-gaming sensibilities and technically embracing a cutting-edge production and post workflow that combined Canon 5D Mark II, Arri and Panavision packages, they have created a unique work that embodies the essence of vanguard moviemaking.

“We wanted to tell an accurate story about what it means to be a Navy SEAL,” says Waugh. For that, they knew they needed a production technology “that could truly keep up with the speed and pace that the Navy SEALs work at.”

The Navy tapped them directly in early 2008 for a special mission. “It was a request for proposal,” recalls Waugh, “for a studio to come in and tell their story in a theatrical narrative. They knew that we would authentically ‘get’ their brand and give it the accuracy that they wanted. They looked at our body of work, including Step Into Liquid and Dust to Glory. In our favor, they were big fans of both documentaries.”

The official email they received April 9, 2008 from the Navy — “congratulations to the Bandito Brothers, you have been selected by the panel” — effectively green lit the production.


Post production specialist, director and author Jacob Rosenberg had also joined Bandito as chief technology officer after working on Dust to Glory. Rosenberg has a reputation for taking low-end digital sources and giving them a high-end look. Rosenberg and Bandito director of technology Mike McCarthy took on the challenge of determining the optimal way to make this movie on a modest budget. 

“We evaluated everything from 3D to Iconix to HDV to Red One,” says McCarthy. “Once Canon released the 5D Mark II it became the logical choice.” 

With everything they tested, there were image quality issues, particularly in low light. Ultimately, it was the combination of great image and the form factor of the Canon 5D camera — small, lightweight and rugged — that the team felt was perfect for the kind of visually-intimate movie they wanted to make.

Released in November of 2008, the Canon camera itself is a digital SLR that uses a 36mm x24mm CMOS DIGIC 4 sensor to shoot a 21.1 megapixel (5,616×3,744) image. It shoots HD video on to solid-state CF cards at 1920x1080 by downsampling the image with proprietary circuitry and algorithms into a QuickTime (H.264 Base Profile) Movie file at roughly 45-38MB/second. 

What Canon thought was a bonus feature to their high-end still camera became the Holy Grail to Bandito Brothers. They immediately began testing it “under the most rigorous environments” and conditions, recalls Rosenberg. But how would it do on a real-world production?

Smash cut to February 2009. Terminator: Salvation director McG gave cinematographer Shane Hurlbut, ASC, the assignment of directing and shooting dramatic Webisodes as a marketing device to promote the release of the feature film. They hired Bandito Brothers to do the production. When Hurlbut, Waugh, McCoy and Rosenberg met at the Bandito digs in Culver City, all parties realized how this opportunity could be a real-world test and jumped on the Canon 5D as the perfect camera to shoot the Webisodes.

“I started out on a mission to take a still camera and turn it into a moviemaking machine,” says Hurlbut. He knew he wanted the Webisodes “to be this immersive visceral experience of positioning and moving a camera like you’ve never seen before.”

“The first project we did with the Canon, for Terminator Salvation,” says Rosenberg, “really was the proving ground of what we could do with the camera and the format. It harkened perfectly back to what we had achieved in post on Dust to Glory, in that we shot with the format and we solved the problem of making that work in the digital intermediate.” Dust to Glory was shot using 35mm as well as different HD and SD formats.

After some additional collaborations, Bandito asked Hurlbut if he wanted to be the cinematographer on Act of Valor. Hurlbut read the script but was “reluctant to do another action movie.” After Waugh convinced him that Act of Valor was going to “reinvent the action-movie genre,” Hurlbut was on board.


For production on Act of Valor, Hurlbut and Bandito spec’d out a truck load of location gear that included 15 Canon 5D Mark II cameras, an HP DreamColor LP2480zx monitor, a Panaflex Platinum and a Panavised Arri 235 and 435, as well as multiple Arri 3 crash cameras and a Sony HDC-950 for aerial photography. They shot on Kodak 5219 for night exteriors, 5207 for interior day and 5201 for day exteriors. Hurlbut’s assembled a guerrilla lighting package of “Home Depot practicals,” rounded out with some traditional tungsten PARs, Kino Flos and a small HMI package.

Principal photography for Act of Valor took 48 days over 12.5 months. The movie was shot in 12 states, on four continents and five countries. “We had to come up with a visual language that would best assist the story,” recalls Hurlbut. “When the SEALs were hanging out with each other and their families, it was film. When the bad guys were talking to each other, it was film. When they were blowing stuff up and creating havoc and kidnapping CIA agents and all, film. When the Navy SEALs went into ‘op mode,’ it was 5D, whether it was a wide shot or a close-up.


“We started out Day 1,” he continues, “on Canon L series primes and Nikon glass. Day 2 was the same. We were getting our hat handed to us with the still glass and its short focus throw. My focus pullers were not used to this format. We had to change, quickly. Day 3, I went to Panavision and they made mounts for all the Canon 5Ds so I could sling Panavision Primo Primes. That’s when the image quality started to increase and focus was incredibly successful. I was able to get 12.5 stops out of the 5D with Panavision Primo Primes on it.”

For all the “op mode” sequences, they would shoot as many as 10 Canons simultaneously. “The Navy said we’re going to bring this H860 helicopter in, land it, and take off, and we’re going to do that four times. You have to start thinking, where do I need to put the cameras to tell the story as well as heighten the action, but we only have four chances.

“Scotty and Mouse are two amazing stunt guys who really understand action and where to put the camera,” says Hurlbut, describing the working relationship. “Scotty works with the actors, operates camera and is story focused. Mouse is the conceptual guy putting the building blocks of the back story together, camera savvy, hell, a cinematographer in his own right. Together they are a one-two punch on action.”

Hurlbut adds they had the idea where the camera shooting style is like a videogame “first-person shooter and we wanted to use this gamer POV just enough so that it really put you in the firefight of what a SEAL would see through his eyes.” They devised a 5D helmet-cam with wireless video and wireless follow focus “everything to get that first person perspective.”

For Act of Valor, Hurlbut shot 70-75 percent of the time with Canon 5D, 20-25 percent with the Panavision and Arri cameras, and five percent with the Sony F950 for all the aerial work. That translated into roughly 125 hours of raw 5D footage (2.5TB of data) and 20-30 hours of film footage. Added together, that converts into a total equivalent of 1.4 -1.9 million feet of footage.

In the field, McCarthy had a trailer set up with HP EliteBook mobiles workstations backing up the 5D footage to hard drives as soon as it came off the camera. Film footage was sent to Technicolor Los Angeles, where one-light HDCAM and SR “dailies” were struck.

All media eventually arrived at Bandito Bros headquarters in Culver City which, at the time, was in a giant warehouse with military tents as offices. Additional editor Siobhan Prior transcoded the Canon 5D H264 camera masters into Avid DNxHD 36 media. Rosenberg says, “We'd come back from a shoot start five Avids going over the weekend and we'd be editing Monday.”

Waugh started immediately working on the first cut of the movie. Rosenberg recalls, “We shot our first scene and within a month we had to edit that scene to put it out there to investors to raise more money for the movie.”

Around February of 2010 they decided to call in veteran editor Michael Tronick ACE, (The Green Hornet, Mr. & Mrs. Smith, S.W.A.T.)  to bring a fresh pair of eyes on the project. 

Tronick said initially he and Waugh just watched the movie and discussed it at length. “I was just amazed as what I was seeing as far as its freshness and innovation. It was a first cut, [but] not every scene had been edited. My first approach was to look at the movie structurally. Very rarely did I go back to dailies; although I did for performance now and then. My goal was just for story — what best tells the story?”

Rosenberg had established a post workflow that created an offline edit in Avid and a parallel conform timeline built concurrently using Adobe’s Premiere Pro, After Effects, Media Encoder and various third-party applications. So every offline change rippled through the conforming system. 

Edit decision lists (EDLs) were exported from the Avid and imported into Adobe Premiere. In the Premiere timeline the offline clips were relinked to their original camera masters. In a separate project file, film clips that had been converted to one-light HDCAM “dailies” (1920x1080) for the offline were scanned as 2K (2048x1152) 10-bit DPX files. 

McCarthy then hand pasted the 5D clips into After Effects to do a frame rate conversion from 30fps to 24fps using RE:Vision Effects Twixtor plug-in and rendered those out to HD (1920x1080) 10-bit DPX files. Those files were then scaled to 2K (2048x1152) DPXs in Cinnafilm using the scaling tool in their Dark Energy application. The Canon-based 2K DPXs plus the 2K film scans were integrated into a master Premiere Pro CS5 timeline and exported again as DPXs in Adobe Media Encoder. 

At this point the project was sent out for primary color correction. Once those DPX files were back at Bandito, Cinnafilm specialist Monte Contractor used Dark Energy’s Texture Manager to do a scene-by-scene denoise and regrain adjustment on the 5D material. Cinnafilm founder Lance Mauer says that the GPU-centric software has precise “motion algorithms” that can extract compression noise and then “regrain” the footage to match virtually any existing film stock. Bandito’s Hewlett Packard Z800 equipped with an Nvidia Quadro FX 5800 graphics card was able to enhance the performance of the software due to the fact that the Cinnafilm is optimized for GPU acceleration.

Concurrently, colorist Chris Hall was making some additional color adjustments to the movie in Blackmagic Resolve. The resulting DPXs were brought back into Premiere Pro for titles, graphics, VFX and reframing. Those were exported again from Adobe Media Encoder to DPXs and sent to Laser Pacific for final grading. 

“I used [Autodesk] Lustre,” says Laser Pacific senior colorist Dave Cole. “We brought in all six conformed reels from Bandito Brothers and I went through and re-graded on top of all the source I was given. Editorial changes necessitated the development of new ideas. We shifted some looks into different palettes because the DP and the director — Shane (Hurlbut) and Scotty (Waugh) — wanted to take the look in another direction. There was a lot of polishing of what was given to me.”

Laser Pacific’s color scientist, Doug Jaqua, created a set of custom LUTs to convert the Rec 709 color space master file into an acceptable digital intermediate and film print that accurately retained the color signature of the master file. Act of Valor was shot on Fuji RDI stock with an Arrilaser recorder and printed on Fuji 3514. Laser Pacific also exported the DCP P3 and DCDM XYZ masters and encoded the DCP in 2K for digital exhibition. The feature opens on February 24.