Jon Fauer: Your habit of being first to shoot with new prototype cameras continues. AIR was the first feature that I know of to use the ALEXA 35. Pre-production models, of course. 

Bob Richardson: When we heard about the ARRI ALEXA 35, I was instantly attracted to it. Not only was it receiving interesting reports from DITs I knew, but I was also doing research. I thought, “Okay, let’s go see this.” Ben Affleck and I went to test it for AIR and we just said, “This is beautiful. Let’s try to get this camera.” The added advantage of the ALEXA 35 camera was that it was Super35, not Large Format, so now it opened up a wide range of lensing.

The ALEXA 35 was introduced in June 2022 just as you began shooting AIR. You were pretty brave to shoot an entire feature with cameras that were still prototypes. Why did you do it?

It had a lot to do with Ben as well, because he also had to have faith in them.

Devil’s advocate: why didn’t you use just existing ALEXA Mini Super35 cameras?

Good question.

Maybe because they were not prototypes or the next new thing?

I’m prone to risk.

There you go. That could be the headline: “Prone to Risk.” 

Don’t be afraid. There was another reason driving the ALEXA 35—having Super35 format lenses. Almost everybody was shooting Large Format at that time, which left me with too few choices. I would not have been able to get enough. I literally could not have put together an ALEXA LF or Mini LF camera and lens package. 

Ben also appreciated the quantity of lenses we were getting from Panavision. We got all the lenses that didn’t need to be Large Format. We had so many lenses. I think at one point we had 50 or 60 lenses in the room. We tested at Panavision: we looked at each one, recorded with them and discussed how we felt about them. And then we’d get Ben. He’d look through the camera and screen the tests. And then we’d make choices. Ben is super involved in that respect.

I assume you also tested ALEXA 35 against other cameras?

No, I didn’t.

Oh, really? You just decided to be prone to risk and use the latest, untried camera?

Correct. I didn’t have any hesitation. I did have some earlier conversations with people who had been testing the ALEXA 35 for ARRI. They spoke about range and color. I knew those people pretty well, so I was in pretty good shape to trust them. Once I started shooting with it, I knew what I was getting. 

Sebastian Laffoux at ARRI showed us some tests, so I wasn’t tremendously worried about it. I’d already been down the road of prototypes on other movies. We got the original ALEXA when we started Hugo, with just two cameras.

And you were shooting stereo 3D on Hugo, so you needed both cameras in sync together.

Then I needed four. They provided us the next two. We found that for 3D we had to have two rigs, because it was too slow to change the rig. Marty Scorcese knew what he wanted for his next lens setup, so we would generally build that rig while we were shooting with the current setup.

It’s interesting that we’re talking about Super35 on AIR, and for the last FDTimes cover story discussion you and I had, you were using an even larger format camera, the 65mm ALEXA 65.

Yes, I love the ALEXA 65. I think it truly has some of the best flesh tones. I also enjoyed the ALEXA LF, but as I mentioned, there were very few lenses available at the time to rent for AIR because it was so busy last year, and I was doing back-to-back shows. On AIR, we anticipated needing three bodies and lots of lenses. And so, I was able to get a large and great selection of lenses. Dan Sasaki at Panavision made us some lenses that they called “RRs,” (Robert Richardsons) which the Focus Pullers called “Widow Makers” because they opened to T1.1.

Your Focus Pullers must have loved you for that.

I didn’t have to go there very often because it just wasn’t necessary. We went through a lot of different lenses on AIR. On The Equalizer 3, which I did with Antoine Fuqua after AIR, we used even more lenses on our ALEXA 35 cameras. I had old ZEISS lenses, including Super Speeds.  I tried to hunt down lenses like that—trying to keep in the vintage range because I find that vintage lenses have proven to be an advantage for me with digital in terms of softening the overall image to some extent. 

On AIR, Dan Sasaki created a series of additional lenses or filters to put on the front of the lens. I had one that was basically called a dirty lens, a dirty filter. The aberrations weren’t predictable. How you moved it would alter the look. We had a lens that could force somebody into a thinner perspective, or if you rotated it, you’d go wider. Sometimes that worked, sometimes that didn’t work, and sometimes I didn’t have enough of them to be able to cross over all cameras and match all the lenses.

We had filters on the front for AIR, but if you stacked them too much, you would get fringing. So we had to cut back. I had three different types. If Ben or I wanted to go wider, then we would end up with probably one or two. But we would also play a bit to change the image shape. If it was a single shot of Ben, we would rotate the filter a little to make it thinner. And when shooting Matt, he’d get a little turn of the filter to make him look heavier.

The filter shifts the image, so it goes wider and higher. It has also an added element that gives you a bit of…I want to say grit, but it lowers the contrast. So, when we had another lens that wasn’t quite dirty enough, we kept making it dirtier and dirtier, meaning I wanted to feel the effect of that filter when we put it on. 

Was it like an anamorphic cylinder?

It is like an anamorphic cylinder to some extent. And you could get slightly different colors out of it. I didn’t get to do a lot of that on AIR because we just didn’t have to. The lighting was less aggressive than on The Equalizer 3.

By the way, I just saw a test that ARRI did with their negative and positive diopters (Impression V filters) behind the Signature Primes. I thought that was very interesting. But they weren’t available at the time. 

Ben talked about using his Angénieux Ultra Compact on his RED V-RAPTOR 8K VV. Did you have zooms as well?

We had a number of handheld zooms. Almost all the lenses [except the Angénieux Zoom] for AIR came out of Panavision.

And the camera? 

We were the first feature film with ALEXA 35. Chivo was shooting a television series with Alejandro in London and elsewhere. He was quite enthusiastic about the camera. He talked about trying to push it to 2,500 and using one of the internal Looks or Textures. I did not go that route, after doing tests, because I found that we could pretty well create it ourselves. Colorist Élodie Ichter of Picture Shop was grading on set with us. 

When we filled up a data card, it was handed over to her and she was grading simultaneously with us. I’d try to break for lunch or whenever to catch up and view scenes with her. Then she would pass it on to editorial, which was right next door. Every day, Ben would go into editorial and start cutting the film. He would also come in and sit down with Élodie as she was grading. He has an extraordinarily sharp eye.

Did you establish a look in advance?

Yes, we did. Ben wanted a very period feel. But that didn’t work out. It was too aggressive and I wasn’t fond of what it was doing to the color. We watched dailies, Ben would weigh in, and then we’d start to alter it even more. Then Élodie made a lookup table and that became the show LUT, the basis of the look of the film.

Did you load that LUT into the camera?

All the LUTs were loaded into the camera and worked quite well. 

Was that your base exposure on AIR?

800 ISO. Except for when I had to go outside. I also had a special ND filter that screwed onto the eyepiece, because it was too bright. I find that most eyepieces are just too bright and you cannot dim them down enough. 

What attracted you to this particular camera, ALEXA 35?

First of all, I like the 35mm format. The ALEXA 35 has good resolution. It’s very comfortable to use. It rests on my shoulder with extreme ease. 

Colin Anderson was our Steadicam and Camera Operator. We also did a lot of remote head work that could move the camera on a dolly almost like a Steadicam. It was extraordinarily stable. Because, if you’re going to stop and have a Steadicam hold the framing for two minutes or more, and you’re going to do X number of takes, that’s when you ask the Steadicam Operator, “Do you feel comfortable?” There were a couple of times when we sat for three minutes and that’s a lot to ask of an Operator, especially if you do it all the time, all day long.

And so, by having the camera on the remote head, I was able to get a much more locked down image once I found the shot and not have to worry about it. In other scenes, I really needed the flexibility that I wouldn’t have been able to get riding on a dolly, but could with the remote head attached to that dolly. We also had a remote head on a small crane for a number of shots indoors and a large crane outside. 

Why did you have a remote head on the dolly rather than having you ride and operate directly on the dolly?

Because I didn’t need to lay a floor. It was a stabilized remote head. That offers you quite a savings in setup time when you’re doing a 60 or 70 foot move and you’re not laying down a floor for it. That makes a big difference. When we did 360-degree moves or things like that, I’d ride the camera on dolly track. But initially we worked mostly with the stabilized remote head.

Saving time on set…

Yes. Recently, a DP friend said, “If you depend upon a DI to save time and resolve certain situations, they say you don’t know how to light.” I don’t agree with that assessment. Yes, it’s important to know how to light and many people don’t. But sometimes you might be confronted by a huge wall that’s way too hot. In three minutes I can take that wall down in my Digital Intermediate or spend an hour, or an hour and a half, cutting the light off that wall or taking bounce off the floor.

Digital is so sensitive today in terms of speed that it’s often about negative fill to reduce the light sources and not to be adding light. The attitude on AIR was to work mostly with that sensibility. We had LEDs wired in the ceilings overhead and we could shift the tonality and the brightness of those LEDs depending upon the scene.  

As mentioned, after AIR, I went on to do The Equalizer 3 in Italy: Rome, Naples and the Amalfi Coast. Naples was fascinating because, as Antoine would say, “Naples is what New York City used to be.” By that point I knew the ALEXA 35 quite well and did a lot more playing with exposures, under exposure, over exposure. The story could afford to be more stylistic. I pushed it to a very high degree. 

You often push cameras to a high degree: an ALEXA 65 prototype on Breathe and ALEXA prototypes on Hugo. 

All the cameras on Hugo were still works in progress. Things were experimental: paired cameras, shooting 3D. The engineers were constantly saying, “Well, we have to fix this, retrofit that.” And I’d say, “Okay. Just don’t tell me what you’re doing, and don’t move the camera.”

Was AIR also a camera science experiment? When did you start shooting?

June 2022. It was no experiment. The cameras were in great shape. It was a 28-day shoot in 2022. I think it was scheduled for 32. 

The ALEXA 35 camera was officially introduced in June 2022. 

Initially when we only had two ALEXA 35 prototypes, Ben would use his RED V-RAPTOR. Sometimes he’d get the ALEXA LF. Then we got a third prototype ALEXA 35, and eventually Ben bought his own. 

With our three ALEXA 35 cameras, we always kept one on the stabilized head or on the Steadicam if we knew we were going there. Then the other two would be for A and B camera if we were on dollies or tripod or handheld or whatever it might be.

Did you have ARRI staff and engineers on set tweaking away or preparing things?

Whatever was done behind the scenes, I asked not to be told these things. I didn’t want to be worried. If I knew, I might have been worried. I was always worried on “Hugo”. But, we had no problems. They were there if there was any issue, if they were making any software changes, updates were being loaded into our cameras. I was never in a position where we didn’t have what I needed.

People would come. Jimmy Ward was First Assistant. He knows that I don’t want to know. If he has a problem, he’ll just say, “We’re going to take the B camera right now. Something’s happening. We’ll do a little change on the A.” And I’ll be like, “Okay.” That’s what we do. We had a backup ALEXA Mini LF, so we knew one way or another, we’d get to where we needed to go.

Were you shooting multiple cameras simultaneously?

Yes, there were a lot of multiple setups. For example, we had four cameras covering the sequence with Viola when they’re showing the sneaker for the first time in the boardroom.

Do you still operate a camera?

Yes. Usually the A camera. I was using a zoom lens, so I could grab things in between as much as I could. All of us were using zooms because it allowed more flexibility because the room was so small. It was not a set. This was basically a real location that was turned into a location studio—one big bullpen with Ben’s office upstairs.

Where was that? Portland?

No, it was all in Santa Monica. Rob Legato went up north to the actual Nike headquarters and shot material there to tie in. Some of the Nike interiors with Matt were done on stage with LED walls and green screen.  And there are some shots that I assume Ben and Matt may have gone off and done. Because Ben has no fear about shooting.

In the interview we did last month, Ben said, “I’m nowhere as near as skilled an Operator or even remotely coming close to Bob. But I tried anyway.” He seems like a fellow equipment aficionado.

Ben is extraordinarily bright technically. Not only cameras and lenses, he is also remarkable on DaVinci Resolve. The man takes it very seriously. He was very much a part of setting all the looks. In the end, when I was over in Italy on “Equalizer,” he completed the grading on Baselight that I had started with Élodie.

We used DaVinci Resolve on The Equalizer 3. It’s really up to the colorist. Rob Legato is also a big fan of Resolve, which was great because I have worked quite a bit with him. 

The color science on the ALEXA 35 is different from what came before. Did you find that pretty seamless or was there a learning curve?

I think it has an incredible range on the top end. If you watch the trailer for The Equalizer 3, the first shot is a black door opening. And there’s Denzel in the middle with one 18K coming through a window. That’s all the light we have for the scene. But I was able to pull down the window to see the light. It had to be 16 or 17 stops over-exposed. Therefore, you have to be wary of what you have outside, because anyone can pull that back later in post. And if you don’t want it in, you have to be very careful. 

I think that maybe the ALEXA 35 doesn’t reach quite as far down into the shadows as it does way up in the highlights. It’s very good. I’m happy with it.  

In terms of style, AIR seemed different from what you normally do. 

Very much so. It was flowing well with what Ben wanted. I didn’t want the cinematography to take over what was a remarkable cast. They were performing at a very, very high level. I think it’s an amazingly strong film. Ben did a brilliant job. So did Matt, Tucker, Viola, Bateman, Messina, Wayans. And Matthew Maher, who played the developer of the shoe. Come on. It’s an incredible group of people. Everybody had such a positive, professional attitude. It was a true pleasure. When I did A Private War and Adrift, it was very much the same thing. Nobody ever left the set; they were always there.

Was the studio in LA?

It was not a studio. It was literally a corporate building with two vacant floors in a large group of buildings near Pico. We had to replace all the existing overhead fluorescent lights, which were hideous. 

Your Electric and Grip crews must have loved you for that.

Nothing phases our Gaffer, Ian Kincaid. Nor does anything phase Key Grip Chris Centrella. 

How did you control the overheads?  

He basically had them controlled by iPad or a large dimmer board. 

Ben Affleck talked about doing pickup shots. 

He calls them that.

And what would you call them?

Ben did a lot of pickup shots. But he also did the first sequence in the bar when Sonny (Matt Damon) is talking with George Raveling (Marlon Wayans). And there’s a very odd focus pull that happened.

He’s handheld and pulling focus himself on the person who’s listening. 

Yes. And I got blamed for that by some reviewer who said, “Richardson and his surveillance camera technique.”

That’s unfair. It was documentary style and appropriate. 

Yes, and it’s in the style of period footage that we were using, including some really old, bad video cameras, Super8 and pushed 16mm film. Some of that material starts the movie and that’s mostly his work.

Ben’s focus got better and better as he went along. We also got him an assistant. At a certain point you ask, “Hey, can I get you somebody, so they have the camera at least ready for you?” It would be a Second Assistant or whatever, but always have the camera prepared. Here it is. What do you want? And having an assistant gave him more options. 

Ben talked about operating a camera himself. He said, “I thought it was an interesting compliment to the beauty of what Bob does. He can’t help but be masterful. I hate to say it, but a little touch of my much less skilled operating in a small way sometimes adds flavor to the film. I would never be an A or B camera operator because I can’t really compose properly, so I couldn’t be relied on to do that.”

And yet, that lack of “reliability” works because it could have been documentary footage from that time.

When I heard the criticism about surveillance, it was really low. I felt okay, I’m going to take that hit. But, Ben said, “It was the only way for me to get at the performance.” You don’t argue with that.

In fact, he explained that in his interview, “There was some rack focusing in there. As an actor, I often find myself actually liking my off-camera work a little bit better because I’m more relaxed.  I filmed both Matt and Marlon during the other person’s close-up. It was essentially having them in the foreground—not a close-up single, but pulling to them from the foreground. Often, there’s something about the relaxation that you feel when you just don’t think you’re on camera. It actually gets a little bit looser, sometimes a little ad lib. 

“It means that you can get in interesting places. And it really becomes about composition in a lot of ways. I wouldn’t shoot something where Bob doesn’t agree. I always say to Bob, ‘Anything that I get, if you don’t like it, you can throw it away. I am not the cinematographer; you are by a whole long way.’ Bob is one of the greatest ever. It’s a real honor that he kind of tolerated my additional shooting.

“Having those moments of performance, ‘caught moments,’ or getting over Matt’s arm and shoulder, just makes it feel a little bit less like a movie to me. It’s kind of half captured and thrown away. I feel that it adds to the authenticity. Not all movies can absorb that.”

We’d have two cameras going from the same direction, and Ben would fit in where he could to get the shot.

He said this about that, “Bob sets up two cameras. Obviously, he’s brilliant. He’s a genius. He finds where the shots should be. So inherently, by necessity, I have to be somewhere that you wouldn’t normally put a camera. Then I have to compose, within that space, a different kind of shot than you would typically see. I like to go handheld. Sometimes I’m racking focus, documentary style. I pull focus myself.”

It’s true. But the thing about him is that he just loves shooting. There’s a love and enthusiasm that comes from him. I remember I saw him the first day doing some weird handheld shots. And I said, “Well, let’s get him a tripod.” He didn’t want it on a tripod. Then finally, I think we ended up getting him a dolly and he could put the camera on a bag if he wanted. 

Quentin Tarantino will shoot periodically as well. Who am I to say to these Directors, “You can’t do this?” Especially when they do it with a big smile.

Ben was very cool about all that. And then there were other times when he would sit back, totally absorbed in watching the monitors. He was not operating a camera. He was extraordinarily focused on the acting and performances in this movie.

To be able to put a movie like AIR together that fast with that sharp a brain and have everybody on board with him, I think, was amazing.

This was not the first time you worked with Ben Affleck. You did Live by Night together. 

That was with the ARRI ALEXA 65.

At the outset of AIR, did you discuss style and say it’s going to be documentary style or another style?

No, the style evolved out of how to shoot the scene and get as much as possible from it. Because we were moving so rapidly, sometimes it took on a bit of that docu feel where you have a zoom and you’re able to recompose. I tend to shut my camera off when I do a zoom and then it’s back on when I’ve got it. I don’t like it when somebody uses the zoom, unless you’re going to do the zoom for a particular reason. But they leave in the zoom when you are recomposing, then it just feels like sloppy filmmaking. And we weren’t going for sloppy filmmaking.

It wasn’t sloppy. It was controlled.

It was all about the acting. It’s making sure we capture the eyes. You need to see the eyes. 

If most of the lighting was overhead, did you have to fill to see the eyes?

No, I had so many of those overheads that they would fill it in as you move, for example, when he’s sitting at his desk and the camera’s doing a 360 around him. Or he is sitting at another desk in his office, I would light with practical lights as opposed to working off the top light.

Like the scene where Matt says “The Dalai Lama doesn’t have a Porsche.”

“…a purple Porsche.”

That was in his office. Ben’s lying down, flat on a couch, lit by the overheads. I could have come through the windows sometimes, but it didn’t work very well because it was on the third floor and you would have seen a Condor crane outside. For that particular situation, I did a combination of overheads and LEDs pulled off the walls. 

Getting back to being prone to risk—how did you even manage to find accessories for your three brand-new prototype cameras? Did they even have baseplates at the time?

ARRI was very helpful and Jimmy was rather remarkable coming up with solutions to things that didn’t exist. There were a fair amount of ARRI accessories, but not for every camera. Jimmy had things built, Dan would help, or somebody in machining at Panavision would make something until ARRI had it ready. But overall, I would say ARRI had everything relatively soon after we started shooting.

Leading question: please discuss light meters and monitors.

I find that there’s a substantial shift in the methodology by which Directors of Photography shoot today. It’s constantly looking at the monitor and very little metering. But, I’m absolutely the opposite. I do use a high-quality monitor and it is the same model that we have in the grading room, so it’s perfectly matched. Ben also has one on set. But I still use a light meter because I find that I don’t necessarily always agree with what the monitor is showing, especially as to the ISO (or ASA) sensitivity. Often, I would find myself almost stop off if I relied only on the monitor.

What light meter are you using? 

I use a Spectra.

Do they still make Spectra lightmeters?

I bought four of them on eBay. And then I have a Minolta Spot Meter. But my advice is for people to use whatever they like or can find. Just use it. Walk around and get used to taking readings.

I think it’s so important because you can walk into a set when you’re location scouting. You get a general reading of what the natural incandescents or available lights are because you don’t have your camera with you. That gives you a basis of thought pattern to go like, “Oh, this one’s going to be very difficult if it gets overcast, if we have to close the windows, if I can’t look out the windows, if they drape them.” Then you have a point of view to talk to production design.

I cannot help but tell people they really should learn how to use light meters. Your meters are vital to you. Let’s say you’re walking and adjusting the T-stop. For example, we had a long Steadicam shot on The Equalizer 3 and the light was going from a T16 to a T2.8. How do you pull that, if you don’t know what your exposures are based on a light meter? You have to walk it and get to see it. The windows were actually changing the quality of light based upon the conditions outside. You have to be prepared for it. Unfortunately, you can only do so much work in DI, but if you can’t get close to where you need to be, you’re in trouble.

Also, on The Equalizer 3 we were in big houses with thick stone walls in Italy. There were times when the video signal couldn’t get through those stone walls. All I would do was to follow the Steadicam with a little handheld monitor and a meter in my other hand. I’d just pull a stop based upon my meter reading and what I’d remembered I had prior. 

Do you have a wireless lens control when you’re pulling iris?

Yes. It’s a Preston, but it’s just with Iris control. I couldn’t get that far away in the Italian villa, so we had to find ways of hiding in the shot. Jimmy, pulling focus, also had to hide, along with sound, so it was quite the cluster.

That was on The Equalizer 3. On AIR, we had more open spaces. I should also mention that I also insisted on having Teradek Bolt 4K wireless video transmitters and receivers. I wanted the highest quality image I could get on our 4K monitors.

Many people don’t want to do that because they have to spend more on rental. At first, Ben was a little hesitant, saying, “I’m not so sure we should be spending that kind of money.” But once he saw it, without hesitation, it was like, “Yes.”

It’s a very good decision to transmit and monitor in 4K because you can see things you cannot otherwise see. With 2K, you’re getting fuzzy images and it is difficult to check focus. With 4K video, you can see those sparkles in an eye.

The Bolt 4K wireless video system is definitely worth it. When you’re going very fast, you don’t have a chance to go back many times. If you did, you wouldn’t be going so fast. And then Ben would have to decide whether to go for another take if I happen to see that the focus has buzzed.” Not that Jimmy Ward, our Focus Puller would ever be out of focus! 

Jimmy rarely ever missed. He’s that good. But it does happen that somebody just buzzes focus a little. And Ben’s very specific. He doesn’t really want those focus buzzes unless he intentionally puts them in himself.

What 4K monitors did you have on set?

Big ones, like 55 inches. A lot of people want to work with the small ones. They are easy for mobility, but not easy to see. No one liked me having these big monitors because they have to wheel these big things into a room so I can look at the image. Ben has his own big monitor and then the producers have one as well. It’s an ordeal, but you get to see the film as a film. You see how it’ll come out and it’s not sloppy.

Does Jimmy Ward use bigger monitors for focus as well?

No. He has a small monitor, with all these little boxes going up and down on the display.

Oh, the video overlay bars from the Preston Light Ranger. 

Yes.

Where do you think things are heading for you in terms of formats? You’ve done everything from Ultra Panavision to ALEXA 65, ALEXA LF, and now ALEXA 35.

It depends on the picture. 

And where are lenses going? More pristine or still distressed?

I think what you have in the ARRI Signature Primes are very pristine lenses that you can now mess up from behind to give it a vintage feel. You can add positive or negative diopters in the back. There’ll be other options coming up soon. 

For example, Tiffen’s newly introduced filters—including Black Fog, Night Fog, Pro-Mist, Pearlescent, Satin, Smoque, Glimmerglass and more—attach to the back of Signature Primes and Zooms, and use the same magnetic rings? 

I have to believe that we’ve been on the front of our lenses for too long. I never thought I’d get back behind the lenses.

You have used behind the lens filters?

Well, yes. When you do nets. All the nets run in the back. But now you can have glass filters in back.

Back to Ben Affleck. When he first showed up on set and he’s shooting handheld with his camera, were you expecting that?

Yes, I expected it. When I did a small piece with Jennifer Lopez and Ben, he had his camera everywhere.

And then on AIR, it was like, “Okay, it’s going to be the same. Here we go.” And I welcomed it—it keeps him in the best state of mind.

That’s a very nice attitude. 

That’s what’s the most important. I just think that it helps the film work so well. He made a very fine film. We don’t get these kind of films that often anymore.

Well-thought-out, good dialogue, good acting, great cinematography. It had everything.

For me, AIR reminded me of when I shot Wag the Dog and Once Upon a Time in Hollywood. These films have very good dialogue, great actors, good situations. We don’t get those too often.

I’m sure there will be more. This “prone to risk” discussion has been super interesting. Thanks so much for your time.

Pleasure’s mine.