-By Daniel Eagan

Newly Oscar-nominated filmmakers Dan Lindsay and T.J. Martin weren't thinking about The Blind Side when they traveled to North Memphis, Tennessee, to visit Manassas High School, but the comparisons quickly became obvious. Producer Rich Middlemas had shown them an article about O.C. Brown, a black football player who was living with a white family during the week to receive tutoring help. Brown was going to be the focus of their project, but after exploring the school and North Memphis, their vision for what became Undefeated suddenly expanded.

"That first trip to Memphis, we weren't really sure what the film would be," says Martin by phone from Los Angeles, where the duo is headquartered. "It wasn't until we spoke with everyone that we got a sense of the story we would be telling."

The Manassas Tigers football team had never won a playoff game in 110 years, but the program had reached a sort of tipping point that suggested that the 2009 season might be special. The filmmakers decided to cover the Tigers' season, but to film other players and coaches as well as O.C., a phenomenal lineman with college potential. Chief among these were Chavis, who had recently spent 15 months in a youth penitentiary; the charismatic lineman Montrail "Money" Brown; and volunteer coach Bill Courtney.

"Bill is the guide, the lens through which we enter the story," Martin explains. "Meeting Bill, hearing his anecdotes, convinced us that the material was there to do a film.

"One of the biggest challenges is telling people what Undefeated is about," he continues. "If you say, 'It's a high-school football team...' they answer, 'Oh, like Friday Night Lights.' But it's not, Undefeated is about something different than football."

"We've traveled all over the country, and neither of us had ever seen the poverty like we saw in North Memphis," Lindsay says. "We weren't trying to make a statement about that, but I will say this: The presence of people like Bill Courtney, the presence of positive role models, really made a difference in the players' lives."

Courtney, a volunteer coach, spent six years trying to build up the Manassas Tigers football program. Chronically underfunded, the team had been seen as a sort of punching bag by wealthier schools. For years the school financed the team by accepting funding to play opponents who overmatched them.

Courtney recruited players like O.C. by gaining their trust, a process Lindsay and Martin had to undergo as well. "We had to make a commitment to the team, we were there for every practice, every day," Lindsay recalls. "We gradually showed the players and the teachers and coaches that we were there for them, for their story, and that we were not going to exploit them, because usually the media comes in to sensationalize them."

Martin describes a pre-interview process in which they would spend up to three hours with each individual, explaining how they worked and what they were trying to achieve. The effort paid off in material that is intimate, revealing, but respectful as well.

On the first day of shooting, Money brought them to his backyard to see his pet turtle. "He picked up the turtle and starting telling us about it," Lindsay remembers, "how it protects itself with its hard shell. It was an incredible moment and said so much about who Money is." The scene also carries a bite that sets Undefeated apart from most sports documentaries.

The filmmakers took a cinéma-vérité approach to filming, eschewing explanatory titles or narration. "We liked the idea of the story unfolding in front of the camera instead of a talking head telling you what is happening," Martin says. "It's a character-driven film rather than something you could narrate."

"With vérité you have no control over how the characters are presented," Lindsay adds. "You're either there for a moment or you're not."

That meant the filmmakers had to find a balance between recording and interacting with the players and coaches. "A lot of it is instinctual," Martin explains. "I remember Bill saying, 'You're never going to get a job on "60 Minutes."' He thought we would be more inquiring, and he also thought we would reveal more about ourselves.

"But our purpose was not to interrogate, our purpose was to build relationships. You do it through patience and consistency, through always being there for them."

"Our approach wasn't hard and fast," Lindsay elaborates. "We would ask them questions, and encourage them to talk at times, but we found that silence often drew them out more."

"These kids just didn't get asked these kinds of questions by anyone else," Martin says. "It was an opportunity for them to talk about their lives."
"And if you show that you're genuinely curious, then you don't have to tease anything out of them," Lindsay concludes.
The duo shot on digital, using two cameras and two microphones. Lindsay would generally cover Courtney, freeing Martin to grab pick-up shots, or concentrate on another character. They hired additional cameras to help cover the team's football games, but wound up not using much of that footage.

"Most of the games were set up so Dan would be on Bill and I would roam around the stands," Martin says. "The important thing was, each game had to serve a purpose to what happens in the film. We show plays, but we have come back to A or B for it to make sense in the film. We have to cut to Chavis in the stands when he's suspended, for example. We used these transitions to try to make the games feel bigger and faster, keep them going."

By shooting for nine months (collecting some 500 hours of footage), by being a consistent presence in the lives of the students and coaches, the filmmakers were able to capture moments that range from exhilarating to heartbreaking. Shaping that material into a narrative wound up taking nine months of editing.

"We wanted to edit all along," Martin complains. "But that never worked out. We had a pretty complicated, three-step system of how to log footage, and every night when we were digitizing what we shot, we took notes for what storyline to follow the next day. The notes actually helped a lot when it came time to edit."

The first assembly ran five hours, and the team was still working on the film just days before its premiere at Austin's SXSW Film Festival. "There was a fourth character, Joaquin, we followed throughout the shoot," Martin says. “He had just turned 18 when we started shooting, and had been kicked out of the foster-care system. But it was hard to fit his story into the greater narrative, and we didn't want to make this a film of vignettes."

"T.J. was going to jump off a building," Lindsay jokes about the editing process. "I would say, 'No, this is great,' and then it would be reversed, I would be the one saying this would never work." Producer Seth Gordon proved invaluable, according to Lindsay. "After you're editing for 14 hours at a stretch, it helps to have someone say, 'This is working, this isn't.'"

Gordon, who is also a director, and his producing partner Ed Cunningham, a former pro football player, played important roles early in the production. (The two made the documentary The King of Kong: A Fistful of Quarters.) "We were looking for a field producer when we met with Seth," Lindsay remembers. "He and Ed helped open a lot of doors for us." The press notes quote Gordon as saying, “It was clear from the way the footage was assembled that Dan and T.J. were extremely talented filmmakers. Ed and I immediately knew we wanted to be involved."

The filmmakers signed with The Weinstein Company after the SXSW screening, and relish the opportunity to get their film into theatres across the country, beginning on Feb. 17 They are currently considering moving into scripted narratives, but will make another documentary if the right story appears.

Should they make a fiction film, Lindsay and Martin will continue to share duties like they did on Undefeated, directing, shooting and editing in tandem. At times they tend to finish each other's sentences. Martin: "To an outside observer..." Lindsay: "...we can make people tense." Martin: "We have a contentious nature. A lot of arguing back and forth."

Their methods are clearly working. Undefeated is a film of unusual depth, one that asks important questions about what we value in our society.
"We went in knowing we wanted to make a character sketch, a human story, not to suggest that something is wrong or that they should be behaving a specific way," Martin says. "But we can't deny that this is a film about class, and one that is closely related to race. Memphis is very much an 'other side of the tracks' kind of city, one with a marked class divide. We hope viewers will recognize that without us having to pound it into their heads."

Early in the film, Courtney addresses the camera, declaring, "You think football builds character. It does not. Football reveals character." It's a key not only to how the coach operates, but the film as well.

"We put that at the top so viewers would not get the wrong impression of what we were about to show," Martin says. And in fact Undefeated goes way beyond simply reporting a season of sports. It opens up a world that is rarely seen on the screen, and documents it with clarity, insight and, most important, compassion.