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About The Production
Producer Rich Middlemas wasn't looking for professional inspiration when he pulled up the online edition of the Memphis Commercial Appeal, the largest newspaper in Memphis. It was early February 2009, and Middlemas -- a self-described "crazed college football fan" - was catching up on the news out of his alma mater, the University of Tennessee, and its football team, the Volunteers. "I was following the recruiting, as I am wont to do, year after year," he laughs. "The new coach at UT, Lane Kiffin, was making a scouting trip and his first stop was in Memphis to visit with a couple of kids. I didn't recognize their names, and there was a link to another story at the end of the page. I clicked over to that, never in a million years thinking that it would spawn a movie idea. But that's what happened. "

Written by Jason Smith, "Raising O.C.: Three Families Have Arms Around This Top Prospect" was about a 16-year-old named O.C., a big, powerful and stunningly fast left tackle on the Manassas High Tigers in North Memphis. In an effort to raise his grades and take advantage of college athletic scholarships, the African-American teenager from hardscrabble North Memphis was living part-time in affluent East Memphis, where he received regular tutoring at the home of Tigers volunteer coach Mike Ray. He spent his weekends back home with his siblings and his grandmother, Ethel Hayes, who had raised him since age 2.

In its broad outlines O.C.'s situation was reminiscent of that of pro football player Michael Oher, as chronicled in Michael Lewis' 2006 nonfiction bestseller The Blind Side. The book was in fact discussed in Smith's article (the film hadn't yet been made), and Middlemas had read it several months before. "I remember thinking when I read The Blind Side that it would have been such an interesting world to chronicle on film. So I was somewhat gob-smacked when I read the article about this kid, O.C., shuttling between these two disparate worlds in order to improve his grades," says Middlemas. "But whereas Michael Oher had been on his own and was plucked from the inner city, moved to the suburbs and put in a private school, O.C. had a family and was living at home part-time. He was still going to the same school, and he was still able to be around his friends. I thought it was a really compelling story."

Middlemas brought the article to the attention of his friends and fellow filmmakers, Dan Lindsay and T.J. Martin, who shared co-writing credit on the documentary LAST CUP: ROAD TO THE WORLD SERIES OF BEER PONG, which Lindsay directed and Martin edited. Middlemas, Lindsay and Martin had previously talked about finding a project to make together. Lindsay and Martin agreed on the potential inherent in the story of the young athlete and the people who had come together across racial and socioeconomic lines to help him pursue his dreams. "This wasn't only a sports story," says Martin. "We definitely thought it was worth looking into."

The filmmakers managed to get in touch with Coach Mike Ray, who in turn put them in contact with another volunteer coach mentioned in the newspaper story, Bill Courtney. The two coaches were a little perplexed by the filmmakers' interest, but were agreeable to meeting them. "I think Mike and Bill thought that we were kind of crazy to think that there could be a movie there. But they welcomed us to come out and visit," remembers Middlemas.

Lindsay and Middlemas travelled to Memphis in late March and began to learn more about the Tigers and met Bill Courtney, who in 2001 bought a lumber business in North Memphis, an area that had gone downhill with the closing of a Firestone tire factory. In the spring of 2004, Courtney began volunteering as an offensive coordinator to the Tigers. Prior to Courtney's arrival, the Tigers regularly went entire seasons without winning a game. The underfunded football program raised by money through "pay games": matches with rival teams who paid for the opportunity to sharpen their skills while pummeling the Tigers. Now pay games were a thing of the past, and the Tigers had improved enough to attract the kind of talented players who would have shunned the team before. And the upcoming 2009/2010 season was shaping up to be the Tigers' best yet. Coach Courtney strongly believed the team had a real shot at winning its first playoff game in the school's 110-year history.

Along with an unexpectedly dramatic story, the filmmakers found a compelling mix of personalities at Manassas High School. To begin with, there was O.C., a formidable force on the field and, in Lindsay's description "a lovable giant" off the field. There was Coach Courtney, a perceptive, charismatic and compassionate man whose commitment to the student athletes had deep personal roots. And there was the Tigers' offensive tackle, Montrail, nicknamed "Money," a personable, hard-working honors student with his sights set on an academic scholarship; when Middlemas and Lindsay first met Money, he was helping Coach Courtney open the weight room one morning.

By the time Lindsay and Middlemas returned to Memphis for a second visit at the end of May, UNDEFEATED had evolved from the story of an individual player to the story of the team and the volunteer coaches who concerned themselves with the personal welfare of their students as well as their athletic performance. They began filming interviews with Money, starting with a visit at the house in North Memphis where he lived with his grandmother. Remembers Lindsay, "Money took us into the backyard and showed us his pet turtle. He picked up the turtle and starting telling us about it, and how it protects itself with its hard shell. It was an incredible moment, and said so much about who Money is. To have that happen on our first day with him affirmed to us that he belonged in this film."

Meanwhile, Lindsay, Martin and Middlemas had begun making key creative and logistical determinations about how they would tackle the film. They opted for a classic cinema verite approach, which would enable them capture events in real time while delivering authentic, fully dimensional representations of the individuals featured in the film. They decided to limit the production crew to the three of them, with Lindsay and Martin assuming camera and sound duties as well as direction. And they agreed to relocate to Memphis for the entirety of the production, which would allow them to better understand their subjects and the community they lived in.

It was approach that found favor with the Tigers' volunteer coaches, as well as the school's principal, Dr. Gloria Williams, and the Memphis School Board. "Bill and Mike were understandably very protective of the kids on the team. All the adults were," Lindsay comments. "A community like North Memphis doesn't get its story told very often, and when it does happen it's often sensationalized. That was the last thing any of us wanted to do. We wanted to make a movie that let the characters tell their own stories, and brought viewers into the experience."

Adds Middlemas, "We felt like it was only appropriate to have a boots-on-ground team that was limited to Dan, T.J. and me. For the school board, one of their biggest concerns was that we not be a distracting presence in the school, because obviously their mandate is to educate these kids. At the same time, the type of film we wanted to make - intimate, fly-on-the-wall - lent itself to a small footprint."

During both trips to Memphis, Lindsay had been forwarding footage back to Los Angeles, so Martin could begin preparing a reel to present to potential production partners. The clock was ticking as the team reassembled in Los Ang

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