Buckle Up Your Seat Belts:
Arnold Is Back In Terminator 3
By Bob Fisher

This article originally appeared in a 2003 issue of ICG Magazine

"Robots of the world, you are ordered to exterminate the human race."
- Karel Capek, RUR Rossum's Universal Robots, 1920

You know what they say about lightning never striking the same place twice? How about three times? The 1984 and 1991 versions of The Terminator were mega-hits that stretched the boundaries of reality to the outer limits. The original film ends with a classic line, “I’ll be back,” by Arnold Schwarzenegger, cast as the terminator.

Schwarzenegger is back again in Terminator 3: Rise of the Machines. The new saga is the result of a collaboration between director Jonathan Mostow (U-571, the mini-series From the Earth to the Moon, etc.) and Don Burgess, ASC, whose credits include Forrest Gump, Cast Away and Spider-Man.

The conflict between man and intelligent machines is a universal theme. R.U.R. premiered in 1921 as a play in Prague. The premise was that robots created to serve mankind turn against them in a quest to create a more perfect world. Aldous Huxley played on the same theme in his 1932 novel Brave New World. Jim Cameron and Gale Anne Hurd added a new dimension when they conjured up the script for The Terminator.

The story is set in 2029. The remnants of the human race are locked in a desperate struggle for survival with the machines they created. The humans are led by Sarah Connor. Schwarzenegger portrayed the Terminator (T-800 Model 101), a human-looking but emotionless cyborg who traveled back from the future with orders to murder Connor. The role established Schwarzenegger as a proverbial superstar. In the 1991 sequel, Terminator 2: Judgment Day, an advanced terminator, model T-1000, was dispatched to kill Sarah Connor’s son, John. The original terminator, played by Schwarzenegger, intervened. The first two Terminator films were directed by Cameron and photographed by Adam Greenberg, ASC.

Burgess came onboard about two months before principal photography began for Terminator 3: Rise of the Machines. “The film had been in development for a long time, and suddenly the pieces came together,” he recalls. “The director (Mostow) had unique ideas about the visual style, and that’s not easy to do when you are making a sequel to two classic films. Even people who didn’t see the earlier films know that Arnold is the Terminator. There are purist fans with expectations.”

One of their first discussions was about format. Burgess usually prefers anamorphic lenses for widescreen movies because it provides a bigger picture area and better print quality. This time he recommended Super 35 (2.35:1 aspect ratio) because there were many big action sequences that he planned to film with multiple cameras, and three units would be working most of the time. In addition, about a third of the story happens at night and Burgess anticipated some 300 special effects shots. That added up to a need for reliable access to quantities of “fast” and matching spherical lenses.

The decision to shoot Terminator 3 in Super 35 format was also influenced by plans to create a digital master. Burgess explains that with this process, the original negative is scanned and converted to digital files. The film is timed in an interactive environment in a digital suite. The timed digital file is “squeezed” into widescreen format and recorded out to color intermediate film. One advantage is that it eliminates the need for an optical step for “squeezing” the images into a widescreen format at the lab.

“It was kind of daunting when we were planning Terminator 3,” he recalls. “I looked at the first two Terminator movies and they have stood the test of time. I knew we weren’t going to create better visual effects or bigger action sequences, so we needed to raise the level of story telling which tells the audience something different is happening.

 “I felt it was important to shoot this movie in Los Angeles for authentic locations, and also because we needed a lot of depth in crew, equipment and stages,” Burgess says. “You lay out a schedule, but sometimes you need 60 people who can rig a stage in a hurry, or maybe you need more insert cars or Titan cranes. Fortunately, Arnold worked it out with the producers so it made economic sense to shoot in Los Angeles.”

Burgess and production designer Jeff Mann scouted countless locations searching for the right environments. They found locations in Sunland, on the edge of desert, on grungy streets in downtown Los Angeles and in nearby Whittier, and at various other places in and around the city. They also shot big scenes on sound stages at Los Angeles Center Studios and a facility in Downey, where North American Aviation built the original space shuttle.

Burgess and Mann decided to give some locations more of a down and dirty look, but they also toned down the graffiti in other places because “it didn’t feel right.”

The Downey facility provided huge parking lots and hangars for building the biggest sets, including three blocks with sidewalks, streetlights and building facades. Two big chase sequences were filmed there. “It allowed us to shoot chases in a very controlled environment,” he says. “We also built a set for a military-type bunker and a Quonset hut that was about 100 yards long. You could put a football field inside of it.”

Burgess also filmed extensive wardrobe tests with costumes designed by April Ferry. He notes colors and textures can differ when the film is projected on a big screen.

“We shot tests of Arnold from various angles with different diffusion and film stocks,” he says. “We ultimately came up with an angle of light that worked really well. It was a 45-degree angle from straight in front. It created a great shadow under his neck. Most of the time he was wearing sunglasses, so there weren’t deep sockets under his eyes. It allowed us to trim the light from areas that are unflattering and accentuate angles. The bone structure of his face looks really strong and defined.”

Burgess moved lights around the actor from both sides, low and high. He also used two kickers that bounced light onto the backside of Schwarzenegger’s face to create a highlight sheen on the sides of his cheeks. He put some backlight on the actor’s hair and moved the camera to see how that affected the way Schwarzenegger looked.

The cinematographer also documented every shot with a digital still camera. He took the pictures himself to be certain the subject was in the right light and environment to preview how the scene was going to play. A crewmember operated the computer and the printer. Burgess says the still photos were used for previewing and as a reference to compare to the moving images when they were projected on the screen during dailies.

Terminator 3 opens with a brief glimpse of the future. The machines are taking over the world, most humans are scurrying for cover and John Connor is leading the resistance. That sequence dissolves to an 18-year-old Connor, played by Nick Stahl. He is a roustabout living a solitary existence on the fringes of society.

“John Connor is living under the radar,” Burgess says. “He’s wandering around on his motorcycle, searching for menial jobs. It’s a gritty, textured world that is dark, dingy and almost monotone. We were shooting in river channels and downtown alleys. He is the picture of a troubled person wondering what his life is about. He tells the audience his story in a voice-over narration. He was told as a kid that it was his destiny to save the world. Nothing has happened and he is starting to question himself.

“He is feeling isolated,” continues Burgess. “We open in a seedier part of downtown Los Angeles where he's camping by the river. There is a nice end of the day look but he feels distant from it. Night falls, and he’s in the foreground close to a campfire with warmer light falling on him. He's dressed in muted greens. There is more color on him from the fire than anything else in the scene. That kind of emphasizes his feelings of isolation.”

There is an early scene in a parking lot of a vet clinic. Connor breaks into the clinic to look for drugs and bandages, because he had fallen off his motorcycle. Burgess used a combination of sodium streetlights and apricot gels to create ambient backlight that co-mingled with moonlight. An explosion and fire adds warm firelight.

“It’s a matter of picking your contrast levels for the look and the mood you're creating,” he explains. “The color scheme sets up the environment when the Terminator enters the scene the first time. The fire and explosion gave me the freedom to throw a lot of smoke into a hallway with a fiery orange backlight.

“As the Terminator walks down the hallway, I overcranked just a bit, 30 frames per second, to make him seem to float. It’s the first time John Connor has seen the Terminator since he was a kid. We set up this scenario where he’s silhouetted and walking through the smoke, and you begin to feel John Connor’s emotions… ‘Oh my gosh, it's the Terminator. He's back.’ The Terminator walks right up to him, and asks if he's John Connor. It’s a very tight, intimate close-up. The wide frame allows us to do that without it being overt, while keeping the characters connected with the environment.”

The Terminator arrives because the machines have dispatched T-X/Terminatrix (Kristanna Loken) to kill Connor in another attempt to alter the future.

Early in the story, when Connor is feeling isolated, the camera is moving very slowly, and then all hell breaks loose when the Terminator and Terminatrix show up. The energy level shifts gears to a much more aggressive pace and the camera moves faster.

“We established the visual language in conversations I had with the director, production and costume designers,” he says. “We spoke about the script, in addition to scouting locations and shooting wardrobe and makeup tests. After we began shooting, the film took on a life of it's own. That’s when you have to follow your instincts and work closely with the director.”

His camera package consisted of Panaflex Platinum bodies, including an SL for handheld and Steadicam shots. Most of the time Burgess relied on Primo prime lenses. He generally reserved zooms for times when there was no other way to get a really tight close-up, and when he needed the flexibility of adjusting the image size on the fly.

Burgess used a Primo 24 mm lens to cover almost all master and medium shots, and sometimes for close-ups when he felt a need for slightly distorted images with more of a forced perspective. That’s not something you are likely to find in a textbook or learn in a filmmaking class. Burgess instinctively felt that a 24 mm lens on a camera that was moving with the characters was likely to draw the audience deeper into the story.

“You have to choose the right lens to enhance each illusion,” he says. “In one of the big car chase scenes, we want the audience to feel the Terminator and John Connor are truly in the middle of the action, so we used a longer lens to come in closer to them. The longer lenses also accentuated the sense of speed. We built special rigs to get the actors as close to the action as possible, so it really feels like they are in the middle of it.”

Mainly, because he was shooting in Super 35 format, Burgess decided to record images on a low grain, 200-speed film (Kodak Vision 5274) even for night exteriors. Front-end processing and dailies were provided by Deluxe Labs in Los Angeles.

“In the beginning, we were shooting with a single camera, and eventually got into multiple camera setups when we started the big action sequences,” he says. “We had a great effects team that came up with special rigs we could put on trailers which kept the cameras connected with the cars and real close to the actors.” 

Mostow tended to station himself at the monitors in the video village. Burgess was usually next to the director orchestrating coverage by talking to the operator, first assistant and dolly grip with the aid of a headset communications system. Many times the camera was on a remote head on a crane. Burgess was talking with both the dolly grip and the grip who was controlling the movement of the camera during the shot.

He used standard insert cars with cranes, and in one chase scenario, there was a motorcycle sidecar with a camera mounted on it. It was able to move in close and fast. In another scene, a car was spun around 360 degrees on a turntable on a trailer. It seems to be spinning out during a chase and a camera is catching the reactions of the occupants.

In another chase sequence, Schwarzenegger is swinging on a cable hanging off a giant crane. He was actually hooked to a cable that Burgess rigged on a Titan crane. There was a camera on a trailer that was about three feet beneath the actor. It looks like Schwarzenegger was going to smash into things, but he was always safe.

That chase was filmed on a street set with stunt drivers crashing cars in the background. Later, it was augmented with CG images. The close-ups of Schwarzenegger are seamlessly stitched into the fabric of the scene.

The Terminatrix has the ability to manipulate other machines. In one big chase sequence, through the streets of downtown, she commandeers a giant construction crane, four or five police cars and various other vehicles. The Terminatrix is chasing John Connor, driving the big crane herself, and manipulating the other vehicles in an attempt to corner him. Her crane smashes through buildings and goes around corners on two wheels demolishing anything in its way. The sequences were storyboarded and second unit directors shot tests for about a month finding out what worked and what didn’t.

“You break it down into individual shots that create the illusion,” Burgess says. “Certain things were easy, like cars running into each other. Anyone can do that. We decided it would be great to do a pass with the Terminator driving a motorcycle in the foreground and this big wreck with flames and explosions happening right behind him.”

Burgess created a painterly palette of colors orchestrated to unobtrusively augment the ebb and flow of emotions and action as the story evolves. The cooler colors at the beginning of the film become warmer until the big chase scene.

“It opens in the very cold and blue early morning light you get before the sun comes up,” he explains. “When the Terminator and Terminatrix are going at each other, we wanted it to literally feel cold. The colder look was partially the result of production design and lighting and we also pulled the 85 filters off camera lenses.

“I also anticipated making it a little colder during digital timing by desaturating the blueness in the sky and bringing the contrast level up, while pushing the shadow details over towards the cold side,” Burgess continues. “The battle between these two titans takes place in this colder environment. Later, when John Connor and the Terminator bond again, the light gets warmer again. That scene takes place in a cemetery. The morning sun is on the horizon, and we used Maxi 9s and Dino lights with tungsten globes to emulate that look. Even though it was daytime, we used tungsten back and rim light on the subjects, because it feels like early morning light.”

Pablo Helman was the visual effects supervisor for ILM. Burgess and he had worked together on several smaller projects, but this was their first collaboration on a movie of this scope. Burgess says Helman was working on the cutting edge but was sensitive to the needs of the live-action crew.

“There were a lot of shots that were kind of borderline motion control, which is a very time-consuming process,” Burgess says. “Pablo generally found other ways to get those shots. I think we only ended up doing one motion control shot, which is pretty amazing considering how complicated some of the effects scenes were. This only happened because of the painstaking preparation. He boiled every shot down to what it really meant, and we discussed how to get what he needed as unobtrusively as possible.”

In one big effects, scene, a helicopter crashes into a Quonset and goes right into the building. It was a live-action shot with a real helicopter augmented with some CG elements. There is an explosion and the CG copter bursts through the doors. There is smoke and fire and a cut-away shot reveals the shell of a damaged helicopter.

“We shot another visual effects scene inside a motor home,” Burgess says. “We shot half the scene on a stage and half in a motor home in the desert. We had to match the quality of light for the time of day on the stage. We shot the background plates at the same time of day so the light and backgrounds matched what we had in the motor home.

“As the work progressed, Pablo showed me elements of visual effects shots to be certain that the light and colors blended with the live action, foregrounds and backgrounds worked together,” he says. “We had film dailies, because we couldn’t find a digital high definition system that gave us the information needed to make decisions. We had a projection trailer built specifically for this show. I was involved with the design. I wanted the projector as far away from the screen as I could get it, so it was sharp on both sides with the right amount of brightness. We wanted to see the film the way it’s going to be presented to the audience with details in faces, wardrobe and backgrounds. When you look at a monitor on the set while you're shooting, you don't see everything. You try to watch everything when you shoot, but you see dailies in a more relaxed environment where you're actually watching it on a screen.”

Mostow joined Burgess at dailies every day, and usually the producers were there too. Makeup artists also joined him in viewing dailies, and sometimes wardrobe, prop and stunt people wanted to see how certain shots played.

Burgess observes that all films take on a life of their own, with the actors spontaneously reacting to the environments and each other in unanticipated ways.

“Sometimes we got lucky with the light,” he says. “The sun would break through and create a great light in the foreground with some dark clouds in the background, and it was the perfect environment for a scene. No matter how much we planned, some days were better than others and wonderful things would happen.”

How do you cross that boundary, where the audience temporarily suspends its disbelief and embraces a fantasy world? Burgess responds that it takes planning, a collaborative environment, but ultimately it comes down to trusting your instincts. Does it look and feel right or wrong? How far do you push? He observes that there aren’t any formula answers for those questions, because every film is different.

“The amazing thing is that Arnold is playing a machine, which is devoid of human emotions and programmed to kill, but they manage make him into a sympathetic character,” he says. “It’s a combination of the story, the dialog and his performance. It’s a fine line. There are moments between the Terminator and John Connor where they are alone. You have to play it from John Connor's point of view. He knows the Terminator is a machine, but he's also the closest thing he has had to a father.”