That’s not to say Totino didn’t have plenty of room for invention. During Braddock’s climactic bout with Baer, for example, Totino suggested inserting home-movie-style flashbacks of Braddock’s children — quick, nostalgic images that flash through his brain as Baer prepares to deal a killer blow. “I shot that footage on 16mm, on [Ektachrome] 7239 color-reversal stock, with my old Canon Scoopic, then force-developed it to make it really grainy. My camera broke during filming, so the shutter would slip, but the effect was a nice little touch.”

Most of Cinderella Man was filmed with the Arricam Studio and Lite systems (for dramatic scenes) and an Arri 435 (for boxing scenes). Totino used Cooke S4 prime lenses throughout the shoot. In addition, “sometimes we’d mount an old Arri 2-C, and a few times I used Eyemos with Nikon lenses because they’re a little more contrasty, and I loved the way they flared and streaked. Have you ever been hit in the head? When you get hit really hard, you see a flash of light, and you’re sort of disoriented afterwards. I wanted to make the audience feel that.”

To accentuate the effect, some blows were timed with a camera flash supplied by Lightning Strikes’ Paparazzi Flash units. “I’d just stand there with a controller and hit the Strikes as the punch landed,” says Fortune. In one shot during the Braddock-Baer bout, Totino attached the Eyemo to a 6' pole and weaved it around the actors’ feet. “I had to make sure I didn’t hit Russell’s or Craig’s legs and that they didn’t run into it. On a film like this, knowing the choreography is really important!”

Staging the boxing sequences required storyboarding and choreography before shooting, and further preparation on the day. “In the morning, we’d take advantage of the hour and a half when Russell and the other boxers were warming up,” explains Totino. “We’d get in the ring with a finder and lenses, then we’d go outside the ring, and then we’d plot everything out. All the units knew exactly where they were going and what they were doing. If they didn’t, I got very mad.” The setups could include up to five cameras. If handheld camerawork was used, Totino and Candide Franklyn (who also was the show’s Steadicam operator) were usually filming handheld in the ring, while a third camera was outside on a dolly and a long lens or an Angenieux Optima 12:1 zoom. Alternatively, says Totino, “I sometimes had a Technocrane floating around with the zoom lens, trying to grab something.” Century zoom lenses were sometimes used on the handheld Arri 435s. Throughout the film, notes Totino, “I didn’t follow a focal-length rule. I approached each scene with what I thought felt best.” It is only during the rare instance in Cinderella Man — such as a 21mm close-up of Braddock’s coach after Braddock knocks out Griffin — that a lens calls attention to itself.

In blocking out the handheld action in the ring, Totino says, “I’d say, ‘I want to do this shot, why don’t you do that one?’ or, if it didn’t matter to me, I’d ask [Candide], ‘Which shot do you want do?’” Within certain bounds, the cinematographer felt free to improvise while operating. “If I saw something happening with the actors, I’d recompose and start to move in that direction. Most of the time, Ron just goes with that. He trusts our technical knowledge and lets us go.”

Although Cinderella Man was finished with a digital intermediate (at EFilm in Hollywood) and features some CG effects, the project offered many opportunities to “go back to basics.” For a one-shot segue from one Braddock opponent (John Henry Lewis) to another (Art Lasky), Totino established the transition in camera in a single move. “It was the three of us in the ring, and I was operating handheld. I love it when I can come up with a simple idea that works really well.”

Toronto’s Maple Leaf Gardens stood in for both Madison Square Garden and Madison Square Bowl, the outdoor arena in Queens where fights took place during the summer. “Our production designer, Wynn Thomas, designed two different looks for the arenas, with different rings and different-colored ropes,” says Totino. “The stands are different, and the lighting in the stands is also a little different.” Adds Fortune, “We had [lighting] rigged for both venues on different motorized trusses. It was a pretty expansive preproduction rig because the ceiling at Maple Leaf Gardens was about 200 feet above us, so everything had to be dropped down from the steel work. The whole thing was controlled on a computerized dimmer system, with the rack all the way up in the top of the garden. We used coop lights, little 1K Scoops, rigged on trusses around the ring, and they had to be period-correct because they were visible in a number of shots. Then there were trusses with Dinos, also on dimmers, rigged on all four sides of the ring; we could bring those up as backlight during 360-degree moves around the action. We also used four 8K helium balloons to control the light level over the crowds. Because Madison Square Bowl was outdoors, we wanted to see that there were people there, but then we wanted the light to fall off quickly and disappear. When the setting was Madison Square Garden, we brought the light levels up to see a few more people.” The lighting was also designed to obscure the fact that many of the extras in the stands were actually blowup dolls in period dress.

Under the supervision of Mark Forker, Digital Domain created CG backgrounds for some shots of the Madison Square Garden exterior, which was filmed in downtown Toronto. “The location was actually a department store,” says Fortune. “We built the façade for the marquee and wired about 3,000 white and yellow 11-watt refrigerator bulbs. Wynn Thomas put false fronts down that whole block and hung practical lights in them. Then we had Condors, the big 150s, rigged in both directions from two blocks away.” Like many of the film’s night exteriors, the scene was lit with a complement of 24-light Dinos and 20Ks. In one direction, Digital Domain matted in a period Times Square background, and Totino says Forker originally worried that the reflection from the light would interfere with the shot. “Then he said, ‘Wait, I can use it.’ They wound up painting out my big light and putting in Times Square; with the reflection on the ground, it was wonderful.”