Upon its world premiere at this year’s Cannes Film Festival, Killing Them Softly attracted attention for its powerful performances and stylish filmmaking. Its cinematographer, Greig Fraser, recalls, “Watching James Gandolfini and Brad Pitt act together was one of the highlights of my career so far. That’s the part of the job that really amazes me — not shooting out of helicopters, but watching these actors do their thing.”
Directed by Andrew Dominik, Killing Them Softly follows several small-time criminals whose fates become intertwined with the armed robbery of a high-stakes poker game run by Markie (Ray Liotta). The robbers are Frankie (Scoot McNairy) and his junkie friend, Russell (Ben Mendelsohn), who have been hired for the job by Johnny Amato (Vincent Curatola). The robbery brings the mob’s activities to a temporary halt, and a dispassionate hit man, Jackie Cogan (Pitt), is brought in to investigate the crime. He subcontracts a fellow hit man, Mickey (Gandolfini), to help him restore order.
Speaking to AC a few months after Cannes, Dominik recalls that in developing the look of the picture, he and Fraser spent several weeks exchanging ideas and shooting tests in Los Angeles. “I was very interested in doing something that didn’t look lit, and Greig’s attitude about that was really good — his [approach] is very much about reacting to what’s there at a location and supplementing it,” says the director. “Our basic idea was a low-con image, a kind of creaminess, that harked back to a look that might have existed in the Seventies. Greig suggested that Panavision anamorphic lenses in tandem with the kind of lighting style we wanted would produce a really creamy image, and we shot a lot of tests with Panavision lenses on his [Canon EOS 5D Mark II] DSLR. Then it was a matter of coming up with a look [on film] that would match what we were getting on the 5D, because we loved that. It was a very shallow depth-of-field with layered grays — there were no real blacks in it. That look is pretty impossible to duplicate on film, I think, because once you get down to the release print, moving away from contrasty images is kind of tough.”
A new film stock, Kodak 500T 5230, proved to be key, according to Fraser. “We were the first feature to use it, and it has a beautiful creamy quality,” he says. “I didn’t test much of it, mind you, because we didn’t have enough time. We shot some as we drove around L.A., printed it, and thought the results looked amazing. We then put in an order for about 200,000 feet of it, which gave them a little shock up there in Rochester! But they came through.
“We shot most of the movie on that stock, all the night interiors and exteriors,” he continues. “It’s not as contrasty as [Kodak Vision3 500T] 5219. Comparing 5219 to 5230 is like comparing photo prints on glossy paper and matte paper. 5219 is glossy, and 5230 is matte. 5219 zings; it’s sharp. With 5230, the blacks absorb you a bit more; they take a little more effort to welcome you in. You can almost feel the textures and touch the tones.”
Some of the images in Killing Them Softly possess a strange soft quality, with slightly blurred backgrounds and bright flares. These moments were partly fashioned by the HS50, an older-generation lens customized by Panavision optical engineer Dan Sasaki. Fraser explains, “We asked Dan to shift some of the lens elements to help throw the background crazily out of focus, with a slight doubling of the out-of-focus elements. He made the bokeh even more elongated than it usually is; the falloff was fantastic, and we also got a great flare at the bottom of frame. It was a very interesting and exciting effect.” This optical magic is particularly noticeable toward the end of the film, in a shot of Jackie walking at night with fireworks going off in the background.
Throughout the shoot, for which he also employed G-Series and Super High Speed lenses, Fraser emphasized the bokeh by maintaining a shallow depth-of-field, shooting between T2 and T2.5 even in day exteriors with the help of ND filters. “Everyone’s been trying to get the anamorphic image as sharp and clean as possible, and there we were, trying to mess it up,” he notes wryly.
When defining the look of Killing Them Softly’s nameless town, Dominik and Fraser used a choice geographical phrase: Shitsville. Fraser explains, “Although we shot on location in New Orleans, we were aiming for something generic, a little town between New Orleans, Boston and D.C. that we called Shitsville. We wanted the place to look like it’s on the down-and-down, on the way out. We wanted viewers to feel just how smelly and grimy and horrible it was, but at the same time, we didn’t want to alienate them visually. That was the challenge!”
The bleak, often violent world presented in the film is often suffused with a low-contrast softness. “That’s a combination of stock, lenses and
lighting,” says Fraser. “Where possible, I always used soft lighting. Cinematographers sometimes use hard backlight to give the appearance of sharpness, but I tried to avoid that. We were going with soft lenses and soft lighting, and often with soft faces. Creaminess is what Andrew and I wanted, not milkiness, which is different. Creaminess is something you feel you can enter into, like a bath; you want to be absorbed and encompassed by it. These were our lofty expectations. It wasn’t always completely obtainable, but we did our best.”
Desaturation was another key to the look, and one of the filmmakers’ criteria for locations was that they not be too colorful. In prep, Fraser tested flashing 5219 (because 5230 was not yet available) with a Panaflasher to reduce contrast, but he finally opted to obtain some of that feeling in the digital grade, which the filmmakers conducted with colorists Olivier Fontenay and Mitch Paulson at EFilm in Hollywood. “Throughout the DI, we were always trying to pull down the highlights, pull up the mids and have everything kind of meet in the middle,” Dominik recalls.
Fraser’s approach to a location is to start with the existing lighting. “I won’t say we shot with natural light because we controlled everything,” says the cinematographer. “The Kodak 5230 helped us blend [our lighting] in with the locations. We tried to just augment what was there with approximately the same color, and to end up with something beautiful.”
To get more perspective on his technical approach to the picture, Fraser suggested we speak to two of his collaborators, gaffer Jay Kemp and key grip Kurt Kornemann, who also worked with him on Let Me In (AC Oct. ’10). Kemp notes that Fraser’s approach to lighting locations in Killing Them Softly involved matching the spectrum of urban lighting and fluorescents, much as they did on Let Me In. “On this movie, we tended to embrace the green world,” says Kemp. “We balanced mostly to an urban metal-halide and cool-white environment, which is a hyper-blue with a green spike. Then it was a matter of incremental balancing to try and get the sources even closer in color. Depending on the scene, we either embraced the green or timed it out. In general, green enhances urban stories like this one because it’s true to the environment.”
This approach is evident in the lighting of Frankie and Russell’s robbery of the poker game, a scene that was shot in a restaurant with yellow-tiled walls. The scene includes many reaction shots of the card players, in addition to shots of the nervous robbers. “We could have made that scene moody and smoky, but we chose to deglamorize it and make it look more like a supermarket,” says Fraser. Part of the reasoning, he adds, was to differentiate this heist from an earlier one that is shown in flashback.
“At first I was a bit unsure about the restaurant location, but Andrew has a bloody great eye, and he liked it,” continues Fraser. “I had to struggle a bit. It was all toplight, but I did add some fill for the eyes. We added greenish fluorescent practicals above instead of Kino Flos. We corrected some of the green, but kept a little bit. I’ve never had much success making Kino Flos look green; I get better results running green tubes and pulling the green.”
Putting most of the lighting overhead allowed the crew to move quickly as they grabbed shots below. “We had just one day to get this scene, and there were a lot of shots, so we had to move through it,” says Kemp. “We had to cover 10 actors, and Greig wanted a fast solution [for lighting] so Andrew could concentrate on performances. The location was pre-rigged by our rigging department, and then we came in and pre-lit. There was a front room and a back room, and we rigged both to give Andrew and Greig some choices. They chose the back room on the day.
“We quadrupled the Cool White fixtures overhead by adding industrial fluorescents with a switch bay to turn individual units on and off,” continues Kemp. “We created a blue-green environment with a bed of Cool White fluorescents above and used black teasers to keep light off the walls. Greig’s work on these kinds of scenes was often a mix of toplight and eyelight, and we added very little below; we kept the camera side darker and lit from the top or backlight zones. We’d steal some toplight with beadboard bounces or maybe add a 2-by-2 Kino Flo with Cool White fluorescent tubes, and for close work we used a Litepanels Mini corrected to Cool White fluorescent.”
Because the yellow-tile walls were so reflective, Fraser also employed some negative fill. “On the tighter shots,” Kemp explains, “we brought in 4-by-4 floppies to get unwanted [bounce] off the actors’ faces.”
The film includes a number of dialogue scenes between Jackie and a mob contact (Richard Jenkins) in the latter’s parked car. Fraser recalls shooting a quick test in Dominik’s own car in Los Angeles during prep: “We liked the feeling of a light-colored car — you feel enveloped, safe and warm.” In the scene, the bright interior acts as a source of reflected light. “It was like putting the characters inside a softbox,” says Fraser.
Long day-exterior scenes are a challenge for cinematographers because of the sun’s movement and changing cloud patterns. To minimize varying light conditions over the two days they spent shooting Pitt and Jenkins’ car scenes, the filmmakers positioned the vehicle in the shade under a bridge, and Fraser supplemented the natural light with two 220-watt daylight-balanced Creamsource Classic LED lights from Outsight.
“There were no lights inside the car,” says Fraser. “We used negative fill from behind camera mostly to eliminate camera shadows, but it also gave their faces some shape. We added one Creamsource, and then another, to add a little bit of oomph.” To manage the natural daylight in the background of some shots, he added a single or double net far enough from the car to be invisible. “Because we shot on film, we had the ability to pull the background in a little in the DI if it wasn’t quite right,” he notes.
Pitt and Jenkins “were solely lit with the two Creamsources for those scenes, which is pretty remarkable,” adds Kemp. “The lights were punched through a 4-by-8 frame of Lee 250 [Half White Diffusion], mostly above the windshield. They required some correction to be true 5,600°K without the green spike that can be typical of LEDs.”
Though the lighting was simple, the car interior “was a big grip job” because of the black solids used to create negative fill, according to Kornemann. “We had multiple 20-by-20 solids flying in the air, and we were dancing those around the car all day long,” he recalls. “Two of them were on stands, and one was on a flyswatter hanging off a Condor. We had four to six lines going back to the crane and to the ground for stability in the wind.”
Although Killing Them Softly features very little hard light, Fraser’s soft light can be very strong indeed, as in a daytime scene in which Jackie intimidates Frankie in a bar. “We wanted a strong source outside, so the front of the room was very soft,” says the cinematographer. “The idea was to create as soft a light as possible and also give the actors quick resets. We didn’t have to do a big lighting change every time we changed shots.” Pitt and McNairy were backlit by a 100K SoftSun positioned to hit the windows of the location. “It wasn’t a specular source; it was a nuclear ambient source, directional without being harsh,” says Kemp. “We used the SoftSun to create explosive ambience and supplemented that with three Arrimax 18Ks for more directional pushes. We filled and shaped the faces inside with the Creamsource Classics and Litepanels LED 1-by-1s and Minis on the bar. We played the Creamsources very low and very diffused, as if daylight was bouncing back at the actors.” Kornemann recalls blocking sunlight with 20-by solids on stands in the street outside.
Another striking use of strong soft light occurs in a hotel room where Jackie confronts Mickey about his performance on the job. Fraser had three 18K Arrimaxes shooting down directly into the windows from across a courtyard, and not much else. The sheer curtains on the window transform the 18Ks into a powerful soft source. “When the window was off camera, we let hard light hit the sheers to create a soft ambience, and when it was on camera, we softened the 18Ks,” says Kemp. “There was very little [lighting] inside the room, just a Litepanels 1-by-1 or Mini for eyelight.” Fraser notes that Dominik’s angles were simple: “We shot two sizes of Gandolfini and Pitt, a mid and a tight. Andrew was just concentrating on the actors.”
“I knew going into this film that we weren’t going to go in for a whole lot of coverage — we were just going to have each character have his shot,” says Dominik. “The idea was to simply sit there and let the characters do the work. I had so many really good actors on this movie that it was kind of pointless to direct. I mean, you could, but they knew who those characters were and what they were doing.”
Fraser’s treatment of night exteriors in the film is notable for the absence of strong visible sources. Instead, a distinctive, low-contrast pall is sprinkled with bright glints of light. “I love sourceless night,” he says. “When you go out in the middle of nowhere, you don’t see backlights and frontlights. Ever since I started shooting, it’s been my passion to create sourceless nights. I wanted the nights in this film to have an enveloping ambience.”
“Greig’s night lighting is transparent,” affirms Kemp. “He gives the scene a coating of toplight, but without you feeling the source. Sometimes I’ll want to add another light, and he’ll say, ‘No, it’s about putting one light in the right place.’ Sometimes that one light is a Condor with a huge softbox, and we’ll make 2-foot incremental moves with it until we find the sweet spot — and Greig is pretty masterful at finding the sweet spot that doesn’t give the source away. Then he might add an LED eyelight and fortify the background with on-camera practical industrial fluorescents and metal-halide or high-pressure sodium-vapor light fixtures. All of that combines to create a very realistic look.”
The toplight coating in Killing Them Softly was provided by two types of softboxes suspended from Condor cranes. One comprised Arri X HMIs, the other Kino Flo Image 85s, and both were modified with Diving Bells, tall cones of Full Black Grid and Duvetyn with a wide base that can accommodate gels or diffusion. (Created by Kornemann, Diving Bells were also used extensively by the team on Let Me In.) The HMI configuration included four 4Ks in a grid “pointing through a 12-by with controllable siders,” says Kemp. “We added blue and green gels to them to match metal-halide, and we used DMX ballasts so we could control them from the ground wirelessly with Luminaire software that was set up by [best boy electric] Theo Bott. That saved us from putting a man in the Condor.”
The Image 85 softbox was less powerful, comprising six eight-tube units of 600 watts each that were fitted with “daylight tubes with green and blue [gels] added to match metal-halide,” says Kemp. The X-Light softbox was used for most of the high-speed photography, but the Image 85 variant was used for close-ups because it was cool enough to be positioned fairly close to the actors and offered a more appealing quality of light.
In one striking night-exterior scene, a reluctant Markie is “invited” to get into a car by two fellow mobsters (played by Max Casella and Trevor Long) on a deserted residential street. Rain begins to fall, and the image is both poetic and realistic, with various points of light in the distance giving depth to the frame. Fraser used the Image 85 softbox for toplight and augmented it with dozens of small background lights, including industrial metal-halide units on tall Mombo Combo stands and 8' industrial fluorescents. (All of these were powered by small putt-putt generators.)
“We put commercially available compact fluorescents on C-stands or on buildings in the distance to create specular points of light,” Kemp recalls. “They were only 13 to 27 watts apiece, but they read as background streetlights — or any type of source, really. We hung them everywhere; they just float in space and give depth to the scene. We used metal-halides either in frame or as crosslight to create those pools of light you typically see on city streets. We dressed all this to shot. If we had a frame that included a large area of black information, we’d fly these units in the background to give some depth. If we were shooting in a residential neighborhood, we’d often ask residents to turn their porch lights on to achieve a similar effect.
“Many cinematographers would have used five Condors to light a scene like that, but Greig’s approach created natural depth with great efficiency,” adds Kemp. “It wasn’t in our budget to have layers of Condors lighting the background, and in any case, that wasn’t the aesthetic Greig wanted.”
For a sequence that shows Markie being brutally beaten by the two men, Fraser shot the action with a PanArri 235 at a 45-degree shutter angle. Dominik notes that this was a departure from his original idea, which was to shoot high speed with a Phantom Flex. “We tried to maintain a certain ironic distance in some sequences, and the beating was going to be done in that style, but when I saw the Phantom footage, I decided not to use any of it,” says the director. “The images were so beautiful, so extraordinary, that cutting them into the picture would have completely undercut all the violence, which I wanted to be rude and shocking. Greig’s video footage of the stunt rehearsal of the beating had this real sense of spontaneity and ugliness to it that felt more appropriate.”
For wide shots of the beating, the main source was the X-Light softbox diffused with ½ Soft Frost. Close work was keyed by the Image 85 softbox, which was hung very low, “literally 2 feet above Ray Liotta’s head,” says Kornemann. “It was a not an easy scene to shoot. We were in wetsuits for two nights while they dumped rain on us continuously! Ray and the other two actors were terrific sports about it.” Fraser had an 800-watt HMI Joker Bug mounted to the camera for part of the scene to achieve what Kemp describes as “a front-lit photojournalistic effect.” Dominik notes, “I’m a big fan of front lighting, and I wanted the beating to look horrible but just slightly glam in a way.”
The filmmakers did make extensive use of the Phantom Flex for another nighttime attack, Jackie’s car-to-car shooting of Markie. This sequence inspired one of the more unusual lighting effects designed for the production: a remote-trigger LED gunshot effect, which Fraser’s crew created in close collaboration with Al DeMayo and Lee Parker at LiteGear. “The LED gunshot effect was originally designed for the scene in which Jackie shoots Markie, but when we talked to Al and Lee about engineering the effect processor, we asked them to make something that would be universally applicable,” recalls Bott. “The effect was actuated by a Piezo trigger attached to the grip of the gun, and the trigger was tuned by the LiteGear effects processor to respond to the vibration of the hammer striking the firing pin. By attaching the Piezo trigger to the handle and having the sensor remotely tuned, we had the flexibility to use the effect with whichever firearm was used in the close-up. It was intended to be enhanced in post, and was conceived in part as a visual-effects reference.
“Al and Lee also offered us the ability to plug any lighting fixture utilizing 12-volt barrel connectors into the effects processor [up to 15 amps 12-volt DC], so we designed and built a variety of LED LiteRibbon fixtures to accommodate the needs of specific scenes,” Bott continues. “The effects processor and trigger device worked both AC and DC, and were small enough that the actors could conceal them in their wardrobe much like a wireless lav microphone. Because of this flexibility, the effect worked in almost every scene in which Jackie kills someone on camera.”
For extreme-high-speed close-ups of bullets flying from the barrel of Jackie’s gun, the filmmakers shot at 12,000 fps with a rotating-drum Millisecond High Speed Camera from Cordin Co. “The Phantom is great for recording details like droplets of water and ricocheting shells at high speed, but we needed a camera even faster than that to capture those bullet close-ups,” notes Fraser. “We could set the Millisecond to spin at X revolutions per second [and sync it] to expose the film when the gun was fired.”
Looking back at his work on the picture, the cinematographer muses, “A lot of directors would have been a little anxious about filming a seven-minute dialogue scene without any unusual framing or a lot of camera moves, but that’s where Andrew is great: he knew this film was about the performances and that with actors like these, we didn’t need any gags or tricks to make those scenes feel ‘more exciting.’ It’s about great dialogue performed by great actors, and that’s really what every cinematographer hopes for, isn’t it?”
Dominik notes that the film’s roster of strong performances did complicate the edit, however. “When you’re young and new to filmmaking and only 10 percent of what you shoot works, that tends to be alarming till you get to the cutting room and find out that you only need 10 percent of it to work, and actually, the fact that only 10 percent works makes life easy because you can just throw 90 percent away,” he says. “On this film, the edit was difficult because the rushes were of such high quality performance-wise that it was impossible to choose. It was really a nightmare trying to decide which take was better.”
Additional reporting by Rachael Bosley.