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Noted graphics designer Saul Bass' unsettling opening credits introduce this theme, as disturbingly extreme close-ups of a man's face (presumably Hamilton's) twist and contort behind stark white typography. The images were created in camera through the use of macro lenses and a flexible Mylar-like mirror.

The motif was continued by production designer Ted Haworth. Some sets were designed to be distorted in perspective and were photographed with normal lenses. Other sets were designed in normal proportions and shot with extreme wide-angle lenses that warped their presentation. One of Haworth's key contributions was the Company's mazelike offices, consisting of a long corridor with interconnecting offices, a waiting area and an operating room. The enclosed set led Howe to experiment with optics and camera movement to heighten the tale's terror, best evidenced at the end of the picture as Tony Wilson is strapped to a gurney and wheeled into the operating room thrashing and struggling as he realizes the end is near. The camera, often mounted to the gurney and fitted with either the 9.7mm or an 18mm lens, is an unflinching witness to Wilson's desperate yet vain efforts to free himself; the optics bend the set walls inward, adding to the claustrophobic horror of the sequence.

Another of Haworth's notable creations was a bedroom set that appears in a drug-induced hallucination sequence. Frankenheimer wanted the scene to be "almost psychedelic," and succeeded in striking fashion. After Hamilton is dosed by a Company agent, he dreams of molesting a young woman in a bizarre chamber. The room's heavily textured walls raked at extreme angles to create a false sense of perspective, while the floor undulated beneath black-and-white checkerboard tiles. Exemplified by this scene, the physical and optical distortion achieved by Haworth's sets and Howe's cinematography combined throughout Seconds to create a disturbing, stomach-churning effect of a Kafkaesque universe.

Richard Anderson, who played Dr. Innes, the ruthlessly hi-tech Company plastic surgeon who transforms dissatisfied, middle-aged men into vital-looking "reborns," says that the collaboration between Frankenheimer and Howe produced a distinctive vision. "The script triggered the vision of [the picture] as almost a horror film," says Anderson. "I was delighted to work with the man who had photographed Body and Soul and all of those wonderful black-and-white pictures. James Wong Howe was hugely responsible for the mood of the movie visually, because he had such a striking vision of his approach. I was struck by the low-key quality of his work. John Frankenheimer has a great feel for camerawork, and he's very expressive and dramatic. The wide angles were used to extenuate the mood. I could see that they were going for unique ways of telling the story."

Because of the extensive use of wide-angle lenses, Seconds was a demanding exercise for the film's camera operators. The visual approach required multiple cameras (often handheld), oddly-placed framing and unusual camera movements. A bedroom scene in which Hamilton realized that he cannot make love to his wife was photographed simultaneously with four handheld Arriflex cameras. These various angles were covered by Frankenheimer, Howe and two other operators at the other positions.

In July of 1965, Hollywood film production was in a growth period, so Howe found it difficult to keep up with the project's demand for operators. Aiding him were Roy Clark, John Stephens and an uncredited John A. Alonzo, who would later become one of the industry's most notable cinematographers and an ASC member. Alonzo was shooting documentaries for David L. Wolper when he was summoned to the set of Seconds to help out. "Local 659 had absolutely no operators available," recalls Alonzo today, some 32 years later. "Herb Aller, the business agent for the Local, called Wolper and asked if anyone there could operate, especially on handheld work, so I was sent over by production manager Burt Gold."

Alonzo arrived at Paramount Studios that afternoon and joined two other operators brought in for that night. "I was very excited, " Alonzo remembers, "because Jimmy Wong Howe was shooting the picture, Frankenheimer was directing and Rock Hudson was the star. But I was warned by Herb Aller that this was just a one-night job."

Arriving at the set which depicted Tony Wilson's Malibu bachelor pad Alonzo found himself "just hanging out" and observing Howe for much of the night, until the famous cinematographer turned to him and pointedly asked, "What do you do?"

After Alonzo explained that he had been brought in to operate, Howe said to him, "Well,then pick up the camera."

"It was a little Arriflex and the lenses had those butterfly ears for pulling focus," Alonzo says. "They had assistants to help you follow focus, but I was a documentary cameraman and wasn't used to that. I explained that I just wasn't used to having a focus-puller, and Howe said, 'Can you follow your own focus?' I told him I could and he basically responded, 'Well, don't screw it up, kid, or you're in trouble."

The scene at hand was a cocktail party that Wilson holds for his neighbors. During the festivities, he drunkenly alludes to his secret past much to the ire of several guests, whom he shockingly discovers to be fellow Company reborns. Seeking realism, Frankenheimer had Hudson actually get drunk for the scene a risky tactic which demanded that many shots be covered in one take by multiple cameras. Hence the need for Alonzo and the other operators.

"My first shot had Hudson coming into this crowded living room full of people smoking and drinking," Alonzo remembers. "I was in front of him, walking backwards through the crowd, photographing him with a fairly wide 24mm lens. Three cameras were rolling, and I heard one of the other operators say to Howe, 'He got in my shot,' meaning me. Howe asked about my shot, 'How was it, kid?' And I said, 'Very good.'

"Howe could tell if a shot was working, so he just told me to do it again and not worry about getting in other people's shots."

Instructed by Howe to "make it more complicated, create more movement, and let people get in the foreground," Alonzo found his documentary skills coming into play; he even grabbed extras with a free hand and pulled them in front of the lens. Observing this tactic, Howe said to the operator, "That looked pretty good, but it better be in focus."

"I was just praying that they would let me come back the next night," says Alonzo. He received a call the following day from production manager Chico Day asking him to do just that, but the Local couldn't allow it. Impressed by Alonzo's skills, Howe, Frankenheimer and producer Eddie Lewis contacted the union and lobbied Herb Aller to get him in the guild, to no avail.

Aller ultimately relented, allowing Alonzo in as a "second second assistant," and the two later became close friends. Some years later, Aller helped Alonzo upgrade his status to director of photography.

"I didn't get to work on Seconds again," says Alonzo, "but the experience of working with James Wong Howe was more important to me. He remembered me and recommended me for one of my first features [as a cinematographer]: Sounder, for Martin Ritt. I called Howe to thank him and he just said, 'You're the guy to do it. [Ritt] is the best director around, so help him out.' So that one night [on Seconds] was a moment of luck or fate that really changed things for me."

Multiple cameras again came into play for the film's opening sequence, which portrays Grand Central Station as a Gothic labyrinth. For certain shots, a camera outfitted with an 18mm lens was harnessed to actor Frank Campanella, who portrayed a Company agent in pursuit of Hamilton. The result was a strange, somnambulistic tracking effect as the camera faces Campanella, keeping him in the frame as the architecture of the station moves by in the background.

Frankenheimer came up with two working strategies to capture the actual commuters streaming in and moving through the well-traveled train terminal. Seven cameras, often handheld, were hidden from view. Two were inside the centrally located main information booth, others were in a newsstand and the stationmaster's office. A few cameras were even installed in suitcases to achieve eerie low-angle handheld shots as the operator, case in hand, surreptitiously followed Hamilton through the station.

Frankenheimer also staged a diversion in another part of Grand Central's concourse that allowed the filmmakers to work undisturbed. In the main thoroughfare, he had screenwriter John Lewis Carlino and a bogus crew fake the shooting of a scene which involved a well-dressed young man being greeted by a fully clothed blonde siren who, when the crowds began to encircle them, stripped to a brief bikini. The faux crew drew so much attention that few noticed Frankenheimer and Howe shooting the real setups elsewhere in Grand Central.

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