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It sounds as if Power Windows was a really useful tool.

Schneider: Yes, and there are many examples. There is a scene in a boat when the characters are leaving Mexico, and it's a transition from night to sunrise. Buddy is looking over the edge of the boat. I needed Dennis Farina to pick his chin up over the threshold, so the light would hit his face. He didn't quite make it, so we lit his face in post.

Overton: When we put his face in that window, we could gradually build the light on it. We have control in the window over color, density, and brightness.

You can do that without affecting the rest of the image?

Overton: The secret to hiding Power Windows is learning to think like Aaron does on the set. You have to look at the scene and see where is the light coming from or where should it be coming from. It has to be a collaborative process.

How long have you been doing this type of work?

Overton: I got into the business about 18 years ago, starting in the electronic labs. I was the first telecine operator here [at Laser Pacific].

What's changing in your world?

Overton: There is a lot of interesting new technology, but there is also an important change in relationships with cinematographers like Aaron. More of them are becoming more knowledgeable. They see digital post as an extension of their work.

How much of the photography did you actually preplan?

Schneider: That's what's great about working with Charlie. He comes in with a very solid working plan and then allows himself and others room for interpretation. Once the guiding philosophies are decided upon, it frees the mind to be spontaneous. I was responding to the location, the amount of time I had and what Charlie himself was discovering at the time.

Your close-ups seem to be lit like portraits.

Schneider: I wanted the lighting to be reminiscent of old-fashioned movies, where they used rimlights and Rembrandt-style three-quarter crosslight.

As Jones becomes less of a nerd, did you light him differently?

Schneider: I was trying to be kinder to him. You take your cues from the performances. If you watch a rehearsal and he's being a nerd, you light him like a nerd. If he's in trouble emotionally, or he's becoming more hip, you light him for that.

There's a big scene in a club, which looked really complex to light.

Schneider: It's a big area, where we were shooting off a Technocrane, and there were also Steadicam moves. We used a dimmer board, so we could control where light was coming from as people and the camera moved. There was also a revolving disco ball made of mirrors. I had two 2K Xenons zapping into it. The room was brightly lit, so the light going into the revolving ball had to be even brighter to get the effect we wanted. With wide-angle lenses, you see more background than you normally would.

Did you use much diffusion on the show?

Schneider: Some of the feeling of softness comes from the older lenses we used, but I also used diffusion in the club scenes, and always on Alison Smith. The only two-shots she's in are at the club, so that wasn't a problem. I didn't care if the audience sensed that the cut-aways to her were more diffused than the rest of the scene. That was part of the look.

What was one of the toughest shots to figure out?

Schneider: Well one came along when we ran out of traffic as we were shooting Buddy pulling away from the dance club's marquee. Charlie wanted Buddy to pull into traffic, but by the time we got to the shot, the cars had disappeared. We decided to do the shot on our final "mini-unit" day and go to Sunset Blvd. to get the traffic and all the lights of Hollywood. Unfortunately, I no longer had the 300 lightbulbs of the dance club's marquee to tie the two together. I asked the grips to save the light-bars that we built into the marquee for our mini-unit shot. My key grip, Kevin Erb, mounted them onto a 12' by 12' frame to recreate the effect of the marquee. As it turned out, we were able to cheat the 12-by frame over the top of the car for a better effect. Like a car commercial, the black enamel came alive with hundreds of light bulb reflections that tied us into the location perfectly. To maximize the effect, we had to lower the 12-by frame just above the frame line. In dailies, we realized that the bulbs actually snuck down into the top of the shot. Tom was able to use Power Windows to put a black window over the bulbs and blend them seamlessly into the dark sky beyond.

It had to be a technically difficult shot, using a slow reversal film and 20-year-old lenses, in mainly available light at night.

Schneider: I shot a test, and got a great set of images at T1.4. We had two water trucks wet down the street, which helped.

How about the sequences set in Mexico?

Schneider: The only time I've been south of the border was when I shot three or four days of second unit for Titanic. I recalled that as soon as I crossed the border, the terrain was peppered with sparse streetlights that had an orange sodium-vapor glow. There was also a lot of ugly green fluorescent light. So I decided to give our Mexico scenes this distinctive color contrast — fluorescent green against sodium orange. Originally, I intended to shoot with the tungsten-balanced [5240] film and use warm white fluorescents in combination with tungsten lights with amber gels — a lot of gels for a huge night exterior. This plan would give me pure green light in contrast with very orange light. I made a mistake and accidentally asked my gaffer, Tim McGinnis, to install cool-white fluorescents instead of warm-white. Unfortunately cool-whites render a more blue-green/cyan effect — not green enough. If I wanted pure green from the fluorescents, it meant replacing hundreds of tubes. Suddenly it dawned on me that if I used the daylight-balanced [5239] stock, I could effectively remove the blue-cast of the cool whites and get the pure green I wanted as a final effect. At the same time, I realized that by shooting [5239], the emulsion would render tungsten light as extremely warm — I'd no longer need the amber gel. I not only saved us from using a bunch of expensive gels, but by using the daylight emulsion — ASA 160 — I gained a third of a stop of emulsion speed for a huge night exterior. I'd love to say I planned it that way, but sometimes accidents go your way.

Aaron, do you have any final thoughts about the project?

Schneider: The opportunity to experiment and learn on projects like this don't come along every day. Charlie Haid is a cinematographer's best friend when it comes to the creative process. He respects my work and acknowledges my contribution to his own. It sounds like a bunch of buzz words, but I think we as cinematographers need to give credit to directors who support us in our work — whether it's patience on the set or backing up an idea with the power of their position. I know for a fact that I'm only as good as a director allows me to be.