The American Society of Cinematographers

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Spider-Man 3
Page 2
Page 3
Sci-Tech Awards
DVD Playback
Short Takes
ASC Close-Up
For Spider-Man 3, Bill Pope, ASC creates a darker tone amid exceptionally tricky logistics.

Unit photography by Merie W. Wallace, SMPSP and Merrick Morton, SMPSP
The angst-ridden Peter Parker (Tobey Maguire), a.k.a. Spider-Man, is back for another go-round in the Big Apple in Sam Raimi’s Spider-Man 3, and this time the web-slinger’s adventures take a much darker turn. As the story begins, Parker is at the top of his game and basking in the public’s admiration, but when a malevolent extraterrestrial parasite latches onto him, it amplifies his ego, his superhero powers and his human flaws, creating “Dark Spidey.” At the same time, three villains are wreaking havoc in the city: the Green Goblin/Harry Osborn (James Franco), Venom/Eddie Brock (Topher Grace), and Sandman/Flint Marko (Thomas Haden Church). “The story moves to a point where nobody in the film is good, even Spider-Man, who ceases to be altruistic,” says Bill Pope, ASC, the film’s director of photography. “However, in a Sam Raimi film no one is ever really a villain. Everyone has his story and motivations for doing what he does. Nothing is black and white, which makes for a more complicated story. This is a very mature Spider-Man movie.”  

Pope, who also shot Spider-Man 2 for Raimi, notes that although they wanted all three Spider-Man movies “to look like they belong together,” it was clear that the new film called for a darker, higher-contrast palette than its predecessors. The visuals also had to support the dramatic character arcs of four super-villains (including Dark Spidey). “It was hard to come up with a visual flowchart like we had for Spider-Man 2, where we mapped out the moods and atmospheres for each scene,” says the cinematographer. “Spider-Man 3 moves through so many emotions following so many characters who change so much that I had to approach the photography with a scene-by-scene treatment rather than an overall visual arc. In terms of the narrative, the progression from light to dark to light is pretty straightforward, but it happens with four different characters, all at different times. The script also changed a lot as we filmed. I resorted to using Spidey’s main character arc as a guide for what the mood of the film should be at any given time.”  

As the film’s overall palette darkens, a lot of action takes place at night, and several key battles between Spidey and the villains take place in the night skies over New York. The lighting of these scenes was complicated by the fact that three of the four main characters were clad entirely in black. “Dark Spidey’s in a black suit, Venom is in a black suit, and the Green Goblin is in a deep green/black suit — and they’re all fighting each other in front of black night skies,” laments Pope. “Separation and edgelight became the name of the game. I’m not usually a big fan of backlight, but I became one on this film. I had to rim every character with hard light in these battles just to make sure he’d stand out against the night sky, but I also had to keep the hard light off his face and key him with soft light. And these darn superheroes don’t stand still. It became an intricate ballet of flagging for the grips.  

“In addition, the black suits soaked up so much light that we had to pound them with hard light from bare 2Ks or 5Ks, or, on larger shots, 20Ks. I can’t remember how long it’s been since I’ve hit people with hard light. I was constantly fighting my instincts to soften, but there’s a real delicate balance. We were always walking the thin edge between being able to see the suits and making sure they were still dark and mysterious.”  

Four months before principal photography commenced, Pope began testing. The cinematographer recalls that he initially suggested shooting digitally, given that the entire picture would be scanned to facilitate the addition of extensive computer-generated (CG) effects and the digital-intermediate (DI) process. The idea was rejected, however, because high-definition video leaves no room for compositional repositioning in post, and Raimi frequently does that to refine shots featuring CG elements. “Sam is big on being able to repo in post,” says Pope. “When you’re dealing with CG characters, the repo room is really important. You can previsualize a sequence all you want, but when you’re operating, framing and following something that isn’t there, there’s a lot of room for the result to be imperfect — you might pan too fast or too slow, or tilt too far or not far enough. Once the final elements are added, Sam often wants to tweak the shot.  

“So Sony Imageworks just said ‘no’ to the idea of shooting digitally. As a result, we shot on Super 35mm and did the effects sequences on VistaVision using Greg Beaumont’s Beaucam, just as we did on Spider-Man 2. We went with VistaVision both for the finer grain and for the much larger negative area to repo in post.”  

A significant amount of prep time was devoted to “testing every kind of sand imaginable,” continues Pope, referring to the villainous Sandman. “We must have tested 100 different types of sand. Does it read as sand? Is it the right color? Can it be moved around easily? Does it move through the frame easily? Can Imageworks re-create the texture? Most important, is it the lightest sand possible? Six feet of real sand can weigh up to 2 tons, and burying an actor in that is, of course, not possible. In the end, we chose ground dried corn as our primary sand; the grain was large enough to read easily, and the substance was extremely lightweight.”  

Pope decided to shoot the entire picture on Kodak Vision2 500T 5218, which he rated at 250 ISO. He worked with Deluxe Laboratories throughout the shoot and screened 35mm dailies. “I like printing in the 40s,” he notes. “That’s where I’m most comfortable with the blacks. I shot the majority of this movie at T4 but tried to do all the effects at the largest stop I could manage, usually T5.6-T8. For the really tight macro work, I was normally at T11 or T16. I think of T4 as an old-fashioned movie stop — there’s a little glamour to it, and it gives the assistant and actors a little room to breathe. Also, Sam really likes depth of field; he likes to see the character in the foreground and the character in the background, both in acceptable focus. So T4 just seemed right for the film.”  

The epic adventure required an epic production team that comprised two full-time units and often three, each of which regularly broke off into two or three splinter units. The shooting schedule spanned seven months and called for work in New York, Los Angeles and Cleveland. At Sony Studios in Culver City, the production occupied seven soundstages, including the massive Stage 15; filming was also done on the backlot at Paramount Studios. Before principal photography officially began, Pope and his crew were out shooting key sequences featuring the Sandman that later kept the Sony Imageworks team busy up to the last minute, when EFilm output the DI to 18 negatives, from which 18,000 prints were struck for a near-simultaneous global theatrical release.  

“The biggest challenge for me wasn’t so much the size of the production as the constantly changing script and narrative,” says Pope. “The script changed from day to day as Sam kept refining things. We had storyboards and animatics for every major sequence, and they kept changing. A new animatic for the day’s sequence would show up in the morning, and then a new one an hour later, and a new one two hours after that — they just kept coming. It was impossible to plan ahead. Every department was dealing with last-minute changes, and we had to roll with the punches.
“Sam is the hardest-working person I’ve ever met,” continues the cinematographer. “He never gives up, he just keeps polishing and refining and improving. He cares about everybody and sets the bar by working extremely hard. I say it’s hard to deal with the changes, but once you get in the right frame of mind, it’s all in a day’s work. Sam asks everything of himself, and you fall over backward to give him everything of yourself in return.”  

Further complicating the logistics of production were elaborate sequences that called for a seamless combination of CG elements and live action. “The film has a number of long shots where we transition from a live-action character to a CG character, then back into live action for a close-up, then back to CG again, all in one seemingly seamless shot,” says Pope. “It looks like the actor just did something really amazing, but in reality it’s an incredibly complex melding of separate elements. For those shots, we combine motion-control cameras, motion-control bases for the actors, bluescreen, CG, plate photography, live stunts, and so on, and a single shot nearly always crossed several units and shooting locations before it was done.”

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