Throughout the film, Quinn endeavored to maintain a naturalistic lighting style. “Vanity Fair is a dialogue-driven picture with more than 30 significant characters to follow,” he says. “We needed to see faces and eyes much of the time, and I tried to create mood and atmosphere without too much contrast. One way we achieved a sense of depth was to mix colors in the lighting. We often had a cool source from the window, a large unit diffused or bounced at 4500°K; a reddish ambient source, such as a tungsten unit gelled with Pale Salmon, bounced into the ceiling; low, flickering sources motivated by candles or the fireplace, usually two small tungsten instruments, one gelled Amber and on a flicker generator, the other dimmed to 50 percent [this was sometimes used to key characters farthest from the window, too]; and finally, from behind the camera, another cool source at about 5600°K as fill, 21⁄2 or 3 stops under exposure, which read subtly in the skin and clearly in the eyes to give a sense of depth and mood.”

One key daytime scene is a family gathering involving the Crawleys after the death of their patriarch, Sir Pitt Crawley (Bob Hoskins). Becky and her in-laws are seated around a dinner table placed next to a bay window that features leaded glass. The image alternates between wide shots on a 21mm lens, which reveal the elegant mansion that Sir Pitt wanted so desperately to keep, and 75mm close-ups of Becky and the Crawleys as she alternately shocks and charms them.

The Stanway House in the Cotswolds served as the Crawley residence, and the scene takes advantage of home’s 20'-tall bay window, which is made of 500-year-old amber glass. “We wanted to keep that color, so I lit through the glass and let the color play,” says Quinn. Unlike many practical locations in Vanity Fair, this one had a view appropriate to the period — facing a stone gate and chapel — so Quinn was able to use the location to its full effect. (Elsewhere, the filmmakers used sheer curtains to hide telltale signs of modernity.) He placed .3ND or .6ND gels over the windows that were visible in the frame to control the exposure. “We designed the shooting so we’d turn around toward the windows in the last part of the afternoon,” he says. “That way, it wouldn’t be too bright out in the courtyard and there would be a nicer quality of light.” For shots that didn’t face the windows, the production placed an 18K on a Condor and several 6K Pars on a scissor lift outside, projecting the latter units through 1⁄2 Silent Gridcloth. “The idea was just to keep it feeling ambient,” says Quinn. “Inside, we didn’t use much; there was another window high and to the left that always had ambient light coming through, and otherwise, there was just a big bounce behind camera at a fill level. We warmed that a bit [with CTO] to bring it closer to the color of the leaded glass.”

Except for two days at Elstree Studio and three in India, the 11-week shoot occurred entirely on practical locations in southern England, often at historic homes that had just the right mix of elegance and aristocratic decay. “[The Stanway House] is not all refurbished and juiced up,” says Nair. “Its mustard-colored stone is cracking. You really feel that the generations have lived there, that it’s not a museum.”

When shooting night scenes inside these mansions, Quinn needed to match the effect of candlelight. “For key light, we’d typically set a big softbox back at a distance and put three, four or five lights in there, [gelled] with a couple of different colors — one slightly red, another more clean,” he says. “Some were on flickerboxes, so there’s a bit of color change in the light as it flickers, which feels natural. For fill, we’d use a Rifa 88 just under the lens or alongside the mattebox.” Made by Lowel, the Rifa light has a 1K lamp inside a Chimera-like casement and can easily be handheld. Quinn warmed fixtures by either dimming them down to 40-70 percent or gelling them with Light Amber.

Working with Kodak Vision2 500T 5218, which he used for the entire picture, Quinn pushed the stock to ISO 800 on night interiors. “It held up very well when pushed,” he notes. “And it’s very fine-grained, so I wasn’t afraid to use it outside in daytime.” All in all, he gives the 5218 high marks. “I had a problem with the first Vision 500T stock [5279] because the flesh tones always came up ruddy and it was too contrasty for some scenes. The new stock is a little more open in the shadows and much truer to flesh tones. That was really helpful with Reese’s pale skin; we could get great detail in her face and also have detail in the darker guys alongside her.”

For close-ups, Quinn had a trick up his sleeve: thin light boxes made for slide viewing. “One of the biggest problems I have in lighting — and it’s there every day — is that there’s a camera in the way,” he says with a laugh. “When you’re lighting women and trying to get a beauty light, the camera is always right where you want the light to be. One of the ways I’ve found to erase the camera shadow is to mount a very soft light around the mattebox to blend with the bigger source behind the camera.” Battery operated and corrected to 5500°K, these small panels can be attached to the mattebox with Velcro, creating an eye light or gentle fill. Quinn started using them on Cold Creek Manor, when he had to shoot Sharon Stone with a 10mm lens on a Steadicam. “It was the only way to stop the camera from shadowing,” he says. “Now I do it all the time. I always have a box of those light panels with me.”

Because of the production’s modest budget, the team was only able to view film dailies of a few select shots during the first week on location. “Film dailies in the first week or two are very important to establishing the look of a film,” notes Quinn. “We projected them MOS using an Arri LocPro.”

When filming big exteriors, the production took full advantage of England’s period architecture. All exteriors set in London were filmed in Bath, a resort town known in earlier centuries for its sulfur-spring spa. Despite the town’s beautifully preserved Regency buildings and broad boulevards, only television productions had been filmed there, according to Nair. “English period films think much smaller than we were thinking,” she explains. “Nobody had shot down whole boulevards. I didn’t want to do what most period films do, which is take a block and dress it up. I wanted to see 360 degrees; it was very important to establish the geography of Lord Steyne’s mansion opposite Becky’s poorer mansion.”

It took eight months to secure the necessary permit, and three highways had to be shut down, but the filmmakers finally shot for four days and nights on Bath’s main boulevard, Great Pulteney Street. In addition to being featured in several day scenes, Great Pulteney Street is shown to splendid effect at dusk, when it serves as the backdrop to a balcony scene between Becky and Lord Steyne that was filmed inside the Holburne Museum (which doubled as Steyne’s home). Peat was laid on the street, lighting fixtures were changed, “and that’s it,” Quinn says of the period-perfect boulevard. “We put heritage heads on the streetlamps, but they still had mercury-vapor metal-halide lights and reflectors. They’re very bright, but we had to go with them like that.

“The logistics of the balcony scene were hard because dusk lasts only 40 minutes, and the action moves from the balcony to the drawing room,” continues the cinematographer. “We started at T5.6 and gradually went wide open, knocking it down to nothing to balance for the fading dusk. Each time Mira stopped to talk to the actors, I was sweating bullets.”