Working into a Feature: ‘Rambo III’ and ‘Countdown’

In many Hollywood stories, a young filmmaker gets a big break and becomes known as a talented director. For every one of these types of stories, there are other stories of people who worked for years in the business before getting a feature made. With Rambo III (1988) and Countdown (2019), the director worked for many years under others before making their feature debut.  

This article will look at two men who worked for years before making their first feature based on the faith of a set of producers.

‘Rambo III’

Afghanistan. 1988. When the Soviets kidnap his friend Sam Trautman (Richard Crenna), John Rambo (Sylvester Stallone) works with a ragtag group of Afghans to infiltrate their headquarters and save him.

Peter MacDonald

Rambo III director Peter MacDonald began his career as a teenager after leaving school at 15. He began his career as a clapper loader (also known as 2nd Assistant Camera). 

Over time, he became a protégé to Geoffrey Unsworth, the cinematographer behind such classics as Cabaret (1972), The Murder on The Orient Express (1974), and Superman (1978). MacDonald served as a camera operator on all of these films. 

In 1978, Unsworth died of a heart attack in a French hotel room, leaving MacDonald heartbroken. MacDonald planned to visit Unsworth in Brittany, where he was shooting Tess (1979). In an interview, MacDonald describes Unsworth as like a father figure to him. Throughout his directing career, father figures and mentors would serve important roles in his stories. 

By the time he made his debut with Rambo III, MacDonald had become a well known second unit director who had worked on Rambo: First Blood Part II (1982). This got him the job as the director of Part III. By the time he got the job, MacDonald was nearly 50 years old and had been part of second unit work for nearly 20 years. He would continue working as a second unit director alongside directing his own movies.

Origins of Project

When MacDonald took over the project, it had become known as one of the most expensive projects in Hollywood. It ended up filming in Thailand, Israel, and Arizona. With cast and crew, there were up to 9 different nationalities on set. 

According to MacDonald, there was heavy turnover on the Rambo III set. Dissatisfied with his work, Stallone and the producers fired Australian director Russell Mulcahy after the first week of shooting and brought on MacDonald. MacDonald would also fill in for Camera Operators when they got fired.

The Character of Rambo

Rambo began as a character created by David Morrell in his 1972 book First Blood. When it finally became a movie 10 years later, co-writer Stallone and the filmmakers made significant changes to the source material. According to Stallone, when he saw the first cut, he suggested cutting out all his dialogue and having the other characters talk about him like a Greek chorus. 

In an interview with David A. Ellis, Peter MacDonald said that he tried to humanize the Rambo character and failed. One of the strongest relationships in the story is Rambo’s paternal relationship to an orphaned child. Rambo also has some humorous moments, such as explaining what a blue glow light does (“it turns blue”). In his audio commentary, MacDonald said he wished they put in a little more humor.

The film has three different endings, all centering on whether Rambo will stay with the Afghans. In the theatrical ending, Rambo drives off with Trautman after saving the day. Another ending features Rambo staying with the Afghans. The third ending has Rambo making a joke about Trautman going on safari. In all of these endings, the audience sees a lighter version of Rambo that might possibly soften.

What The Film Is About

In the commentary, MacDonald describes the film as being about the political situation of Afghanistan at the time. MacDonald said that the film did not succeed because the political situation changed with the Russians right before the film came out. 

However, one of the things that comes out in this commentary is the idea of father figures. He describes Trautman as Rambo’s father figure. Throughout his filmography, Father Figures seem to be an important character for Macdonald.

Filmmaking Process

As a second unit director, MacDonald knew what made a good shot and could take over quickly. Since MacDonald was hired in the middle of filmmaking, most of this will encompass the production and editing process.


The production presented a big challenge with mostly real practical effects for the action and explosions. For a scene where Rambo cautirizes a wound with fire, the production had to make up a prosthetic side for Stallone and place a small bomb in the back of it.  

Although set in Afghanistan, MacDonald filmed all over the world. The production filmed in a very restrictive Israel before moving to Arizona. In both places, they found help from the locals. The Israeli army helped the production in Israel, while American Civil War reenactors came in as extras for the scenes shot in Arizona. A few of them were injured during production. 

MacDonald describes a sewer scene as the most miserable 2 to 3 days to film and says that getting to the showers afterwards was a relief.

Editing Process

The film had a short editing process, leading to the production hiring 3 different editors. MacDonald describes Stallone as incredibly helpful during this process. He also describes composer Jerry Goldsmith as a very talented and nice man.

In the commentary, MacDonald talks about a process the filmmakers used called Introvision. It was a process before CGI and digital effects that allowed filmmakers to put in effects and details that were not in the shot. The filmmakers used this for a climbing sequence and a fire sequence in a cave. According to MacDonald, this process took more time to film than CGI, but the filmmakers could see the results a lot sooner (pretty much the next day).

MacDonald’s Directing Style

MacDonald covers many conversations in tracking shots before also getting shot reverse shot coverage. In many scenes, MacDonald also films dialogue in wide shots to emphasize the space of the characters. In the audio commentary, he points out one scene with Stallone standing in front of artificial limbs to illustrate the demand for them in the region. Another scene has the main villain standing in front of a book shelf and a picture of Lenin.

As an action director, MacDonald tends to use filmmaking styles that contrast each other. In the stick fight that opens the film, he uses a mixture of shots. These include handheld shots for the close ups of the fight, slow motion shots , and wide shots. In the audio commentary, MacDonald says that he wished he pushed the slow motion for the audience a little more.

This movie is also the primary basis for Jim Abrahams’ parody film Hot Shots! Part Deux (1993), where Crenna returns to play a version of his role in this. That film borrows much of Rambo’s arc and iconography from this movie.

MacDonald’s Later Work

For the most part, MacDonald made action and franchise films as a director. In many stories MacDonald chose to direct, an outsider entered into a dangerous world to accomplish a specific goal. 

The films he made often came from his work with other stars and directors. For a majority of his projects, the star of the movie wrote or co-wrote his projects. The ones not written by stars tended to come from television.

Franchise Films

As a franchise director, he worked on an episode of the Young Indiana Jones TV show and  The Neverending Story III: Return to Fantasia (1994).

In his episode of Young Indiana Jones (The Phantom Train of Doom (1993)), the young Indiana (Sean Patrick Flanery) meets up with a ragtag army of older soldiers from around the world. Unlike the inexperienced and brash Indiana, the older soldiers are portrayed as heroic and competent. Once again, they serve as a mentor to the more inexperienced Indiana. 

In his interview with David Ellis, MacDonald described the making of Neverending Story III as a miserable experience. It was shot at the beginning of the digital age and all the effects cost a lot of money. When MacDonald left on a break, he came back to discover that the producer had edited the film to take out a lot of the scary stuff and effects. He thought about having his name taken off the finished film, but his agent talked him out of it.  MacDonald also asked to put some of the effects back in, but felt he did not fight hard enough for them.

MacDonald’s last franchise film, The Extreme Adventures of Super Dave (2000), focused on Super Dave Osbourne (Bob Einstein), a stuntman who comes out of retirement to pay for his girlfriend’s son’s heart operation. Einstein created the character nearly 3 decades earlier. 

Original Projects

During his time as a director, MacDonald still worked as a second unit director. He directed the second unit on Jean-Claude Van Damme’s directorial debut The Quest (1996) before directing Van Damme in Legionnaire (1998). Van Damme co-wrote both projects. MacDonald describes Legionnaire as a largely positive and uncommon experience where everybody was an equal.

Once again, father figures and mentors play an important role in MacDonald’s original films. The action comedy Mo’ Money (1992) begins with a murder and focuses on a con artist (Damon Wayans) trying to make it in a corrupt company. In that movie Wayans knows a police officer who stands in for his dead police officer father.

MacDonald’s last directorial project to date, the Hallmark miniseries The Monkey King (2001), focused on an american in China. As time went on, MacDonald went back to second unit work, mainly for action and franchise films. Most recently, he directed the second unit on Guardians of the Galaxy (2014).


After downloading an app that foretells time of death, young nurse Quinn Harris (Elizabeth Lail) learns that she only has 2 days to live. Over the next 2 days, she will team up with potential love interest Matt (Jordan Calloway) and teenage sister Jordan (Talitha Bateman) to defeat the demon coming to kill them.

Justin Dec

After graduating from Full Sail University in 2001, Justin Dec began his career working as an intern and production assistant. Over the course of his career, he worked mostly as a set production assistant for movies (Up in The Air (2009), Rock of Ages (2012)) and television (Dexter (2006-2021), Burn Notice (2007-2013)).

Throughout his career, Dec made comedic shorts for the internet, some of which earned him recognition. In 2010, his satirical pilot about Hollywood Boats won best director at the New York Television Festival. It garnered millions of views online.

Overtime, he made many award winning shorts for the internet and festival circuit. Eventually he worked as assistant for Sean Anders, a comedy writer, producer, and director who would eventually take a chance and allow him to direct a feature film.

Origins of Project

Justin Dec originally made a short film called Countdown. Dec was originally inspired by setting a timer App on his phone. For the short, Dec also took inspiration from the 1957 song The Purple People Eater. He shot the short over 2 nights in his apartment and edited together himself. 

After putting it on the festival circuit, Dec showed the short to Sean Anders and his writing and producing partner, John Morris. The Producers told him to take it off the circuit because they wanted him to make it into a feature.

What the Film is about 

The film seems to be a story about how women are treated in American society. Almost every scene comes from the female perspective besides some scenes with Evan (Dillon Lane) and Matt. In both these cases, the male characters die.

With other male characters, the audience does not often see the scene from their perspective. The film does have a phone shop owner (Tom Segura) presumably getting killed in a post credits scene. The film plays it mostly for laughs and does not get into the perspective. Similarly, when the audience has the predatory Doctor Sullivan (Peter Facinelli) alone in a scene, the film does not cut to his perspective.


This opening lasts a little over 8 minutes before going into the main story. It opens with Coutrney (Anne Winters), a teenager at a high school party. Over the course of the night, Courtney will experience multiple dangerous situations that ultimately lead her into downloading the app and lead to her death. 

At the party, Courtney and her female friends discuss their appearances and a desire to be skinny, leading to them downloading the Countdown app after one of them finds it searching for “Countdown to Skinny.” They decide that the person with the lowest score must finish all the drinks on the table. Courtney scores the lowest, but her Boyfriend Evan finishes all the drinks.

When she refuses to get in the car with her drunk boyfriend, Quinn walks home. A shadowy figure follows her, but walks a different direction.

Rest of the Film   

From thereon, the story follows Quinn, a young nurse who just completed her residency. Quinn lost her mother to a drunk driver, who was out looking for her. Quinn has become estranged from her father Charlie (Matt Letscher) and teenage sister Jordan. Over the course of the story, Quinn will reconnect with Jordan and, to a lesser extent, Charlie. Most of the story is played for scares and laughs except for the dramatic A stories. 

At work, she faces sexual harassment at the hands of her superior, Doctor Sullivan. Doctor Sullivan serves as the main human antagonist in the plot, threatening Quinn’s career by claiming she sexually harassed him.  

He also eventually becomes a large part of the climax. The Demon needs to be proven wrong by having somebody die before or after the app suggests they will. Quinn decides he would be the perfect candidate for that. In the end, Doctor Sullivan gets arrested for various sex crimes and a news story portrays him in prison clothes. 

The film frames the sexual harassment story more seriously than many of the others. Whereas the other stories have many jokes, Dec plays this subplot as completely straight.

Climax and Ending

Since the main need the film establishes for Quinn is reconnecting with her estranged family, the climax focuses on that. After failing to kill Doctor Sullivan with a lethal dose of morphine, Quinn decides to sacrifice herself to destroy the demon. Posing as her dead mother, the demon tries to trick her, but Quinn injects herself with it. Her sister thinks that she is dead permanently until she finds Quinn’s instructions on how to revive her.

After reviving her, The sisters and their father visit the mother’s gravesite. All looks well until Quinn receives an update from the countdown app.

Filmmaking Process

Unlike MacDonald, the film began and ended with Dec as the writer/director. These sections will cover the writing and directing of the film.

In writing and directing the film, Dec said that he learned how to work communally and hand off duties. Before, he had worked many jobs on his short films (writer, director, art department). This time around, he handed off all of those jobs to others.


Dec outlined heavily before writing the screenplay. He and his producers discussed many different beats and versions of the story. 

At one point, the production considered whether the story should focus on high school students or young adults. Inspired by The Ring (2002), Dec chose to focus on a young woman in her 20s. With that decision, he decided to focus on a young woman who had been negatively impacted by the death of her mother. 

In transferring from writing to directing, Dec said that he learned how to readjust from what he had worked on in the room. While he worked on it a million times in the room, actually seeing it being made proved somewhat different.

Creating a Demon

In the writing process, Dec researched real demons, but decided to create a fake name for his phone demon because he felt it would be dumb to use a real demon’s name. Oscar winning makeup artist Howard Berger helped Dec create the monster. 

According to Dec, it started out looking like a Harry Potter dementor before they decided on a face and horns. Initially opposed to eyes, Dec relented when he realized that they worked for the creature.

Dec knew that a phone demon could be super obvious, but decided to keep addiction to phones in the subtext. Dec felt that if you leaned too much into tech, it became too silly (Dec references Forgetting Sarah Marshall (2008) when talking about this).


Although the film includes multiple locations, Dec and his crew rented out a sound stage and shot it primarily under one roof. The production converted the high school set from the show Teen Wolf into an abandoned hospital. They only shot one of the scenes in a real abandoned hospital in Pasadena. According to Dec, they only went out in the real world a few times.

Dec’s Directing Style

In an interview, Dec said that he looks for balance in everything he does. That probably best describes his approach to this material.

Throughout the film, Dec creates a world based on sharp contrasts. A scene with lots of humor will follow a completely serious scene of doctors administering a lifesaving injection.

The Locations reflect Dec’s contrasts. Dec sets up Quinn’s work environment as downright wholesome before revealing more menacing parts of it. There is a decrepit abandoned wing of the hospital filled with asbestos and other problems. Similarly, scenes in dark gross locations will transition to scenes outside on a sunny day.

As a filmmaker, Dec also fills the background with details that make them more detailed. A meeting of hospital staff has multiple photos on a wall, blinds, and plants in the background. This makes the film more interesting to look at.


In framing the characters, Dec decides to make the protagonists relatable, while making the supporting characters odd and freakish. This is reflected in the casting choices. 

For casting, Dec turned mainly to actors known primarily for television and comedy films. He decided to cast Elizabeth Lail based on her performance in You (2018-2021). In promotional interviews, Lail said that she accepted based on her love of the script.


For the part of her love interest Matt, Dec cast Jordan Calloway. Dec said that Calloway initially auditioned with the flu and brought a friendly presence in the room. According to Calloway, he later tested with Lail in the audition process.

With the character of Matt, Dec chose a backstory that mirrors Quinn’s. It focuses on his sick brother Jeff (Jonny Barryman), who died. Matt took his favorite toy and now the demon has come back in the form of Jeff. 

For much of the story, Matt serves as somebody that Quinn can bond and relay information too. Matt serves as sort of a foil of what could happen to Quinn. He dies two thirds of the way through the film when the demon tricks him.

Supporting Cast

With the supporting cast, the audience often sees them through relatable characters’ perspective. In comedic scenes, Dec will film the scene wide enough so the audience can see both the comedic character and a relatable character’s annoyed or perplexed reaction to them.

Menacing Characters

Quinn’s boss Doctor Sullivan acts as a father figure until he reveals himself as a sexual predator. Dec cast Peter Facinelli in the part because he played a nice guy on television. In the scene where Sullivan first corners Quinn, Dec puts a card and balloon in the background. Such contrasts suggest the character’s menace while presenting a facade of respectability.

Comedic Characters

The comedic characters who play major characters in the story tend to be experts in some area that will help the leads. 

Dec discussed casting P.J. Byrne as Father John, a nerdy priest who helps Quinn. In the story, the normal priest (Valente Rodriguez) sees demons as metaphorical rather than real and refers them to Father John. Father John seems to treat Catholicism as more of a fandom than a religion. When Quinn and Matt first meet him, they find him listening to rap and eating communion wafers. With the character, Dec did not want the character to be either too dramatic or too comedic. In his scenes, Dec contrasts the piousness of the church with the outrageousness of the character.

Tom Segura had previously played a role in Sean Anders’ film Instant Family (2018), where he played Mark Wahlberg’s disagreeable brother-in-law. Dec had always kept him in mind for the role of snarky cell phone store manager Derek before finally casting him. As a character, Derek knows a lot about tech and pop culture.  


One of the reasons I like writing for this site is that I get to shine light on stories that the audience might not have seen as much. Lots of articles tend to focus on the very Hollywood story on being plucked from Obscurity. With this one, I wanted to focus on people who did work for years in the business before finally getting noticed. For decades, they learned a craft before making their first feature. In both cases, their first chance came from people who knew them well and decided to take a chance on them. These filmmaking stories are specific to them and their craft.

Last revised on April 7, 2022.