The Dream Goes On:
Bill Butler—ASC Lifetime Achievement
Award Marks an Incomparable Career
By Bob Fisher

This article originally appeared in ICG Magazine in Jan. 2002

“I remember my parents taking me to see Al Jolson perform in The Jazz Singer. My father and mother both appreciated that movie a lot. I still remember driving down the road with my father singing Sonny Boy and other songs from the movie.”---Bill Butler, ASC

Bill Butler, ASC began his career as a radio engineer in Iowa. The odds against him emerging as one of the motion picture industry’s most artful and influential cinematographers were literally astronomical. Serendipity led Butler into television during the dawn of the industry. He earned an Emmy for live camerawork on a musical show. Butler segued into shooting 16 mm documentaries, frequently with a young novice director named Billy Friedkin.

“Every television engineer I knew told me that I was absolutely out of my mind,” he recalls. “They said nobody would hire me, but I had made up my mind. The advertising agencies had kind of taken over television, so we were no longer doing interesting shows. It was no longer a challenge. I always wanted to do something worthwhile with my life, and I felt this was certainly more worthwhile than what I was doing.”

Butler earned his first narrative credit in 1965 for Fearless Frank, a low budget film directed by Phil Kaufman. He has subsequently compiled some 70 narrative credits, including such classic films as Jaws, Grease, Rocky II, II and IV, Flipper, Capricorn I, Demon Seed and Stripes. He shared a 1975 Oscar nomination with Haskell Wexler, ASC for One Flew Over the Cuckoo’s Nest, and earned his most recent narrative feature credit in 2002 for the critically acclaimed Frailty. Eight of his features have crashed through the $100 million barrier at the box office.

Butler has also earned Emmy awards for Raid on Entebbe and A Streetcar Named Desire. His other telefilm credits include The Execution of Private Slovak and The Thornbirds, a seminal miniseries. His most recent TV movie was last year’s Joe and Max, chronicling the relationship between Joe Lewis and Max Schmeling.

He will receive the 2003 American Society of Cinematographers Lifetime Achievement in February. Butler joins a relatively small group of extraordinary artists who have received that recognition from their peers, including George Folsey, ASC, Charles Lang, Jr., ASC, Stanley Cortez, ASC, Phil Lathrop, ASC, Joe Biroc, ASC, Haskell Wexler, ASC, Conrad Hall, ASC, Gordon Willis, ASC, Sven Nykvist, ASC, Owen Roizman, ASC, Victor J. Kemper, ASC, Vittorio Storaro, ASC, AIC, Vilmos Zsigmond, ASC and Laszlo Kovacs, ASC.

Butler’s life journey began in a log cabin that his father built on a 640-acre homestead in Cripple Creek, Colorado. He was five years old when his parents decided to leave their homestead during the economic depression that wracked the country during the 1930s. The family returned to their roots in the midwest, settling in Mt. Pleasant, Iowa, where Butler’s mother was a nurse at an insane asylum and his father was a farmer.

Butler studied electronic engineering, radar and radio at Iowa Wesleyan, in Mt. Pleasant, and later at the University of Iowa. He joined the Army Signal Corps. After completing his military obligation, Butler was hired as an engineer at WIND radio in Gary, Indiana. He brought an amplifier to nightclubs and dancehalls and picked up live performances by Tommy Dorsey, Gene Krupa and other big bands. When he heard that WBKB (Channel 7), in Chicago, was building a TV station he decided to move to that station.

“I had taken a couple of classes with three instructors who were building a primitive television camera at the University of Iowa,” he explains. He was fascinated by the possibilities of the new medium.

Butler was a radio engineer at WBKB, and he also helped to build the TV station. His next job was at WGN, in Chicago, where he engineered the airing of live music shows during the evenings and helped to build a TV station in the mornings and afternoons. Butler joined the television engineering staff when WGN-TV was ready to begin broadcasting. He was responsible for audio and video engineering functions and also operated a live television camera.

“It got boring after a while, so I was always trying to do something different,” he says. “There was no one to teach me. The ideas just came off my fingertips. Once I took the lens off the camera and replaced it with a paper coffee cup that had a hole poked in the bottom.”

Another time, Butler set up a seamless background in a studio where he was recording a live commercial. He surrounded the set with fluorescent lights on stands. There wasn’t a shadow anywhere. It was like it was floating in space. Commercial producers in New York were on the phone asking questions within a day. His technique became a universal way to shoot live TV spots.

“We put our hearts and souls into our work,” he says. “One of the programs I was quite proud of was a live music show with the Chicago Symphony Orchestra. They couldn’t afford to hire the orchestra for both a rehearsal day and for a broadcast day. The director asked me if I could figure out a way to do it without rehearsing. I invented a mathematical system where all the cameras and all the shots had numbers. It required having someone in the control room who knew every note of the music. That person would call out the camera shot numbers and count down from 10 to the cut. There were four or five cameras. It worked marvelously well, but if you made a mistake, it went out over the air, because there was no film and we hardly used videotape.”

He teamed up with Friedkin, who began working in the mailroom after graduating from high school and quickly worked his way up to the role of director.

“One day Billy said, ‘Let’s shoot some film,’” Butler remembers. “There was a group of religious organizations in Chicago that aided teenagers who were in trouble and helped people in prisons and hospitals. They asked if we could make a documentary for $500.”

The black and white film won first place in the San Francisco Film Festival. Their next project was The People Versus Paul Crump, a documentary about a man accused of killing a guard during a holdup. After seeing an early cut, the governor of Illinois commuted Crump’s death sentence at the last moment. That film also won a prize at the San Francisco Film Festival.

“We were working on our own time at night and on weekends with our own money,” Butler says, “but the station didn’t want us to use film because it was a different union. We knew we would get fired, so we quit. The ABC TV station, hired us to shoot documentaries and specials. Billy and I worked together at ABC, including several musical shows, for a year or two.”

When David Wolper offered both of them jobs, Friedkin went to Hollywood and Butler decided to stay in Chicago. He explains, “I felt my documentaries were making a difference.”

Butler shot Fearless Frank in Chicago in 1965. It was Kaufman’s first venture as a director of a feature length film. It was also John Voight’s first film. The actor portrayed a crime victim who returns as a superhero with the ability to fly. The film got very limited release in 1967.

“Billy (Friedkin) did several nice things for Wolper, and he eventually got a film with Sonny and Cher called Good Times,” Butler says. “He got part way through shooting that film and ran out of money. He called and asked if I could help him finish it.”

That was in 1967. Butler was credited as a consultant. In 1969, Friedkin introduced Butler to Francis Ford Coppola, who was preparing to shoot The Rain People.

“Coppola wanted to do the entire film with all of the camera gear loaded in a pie truck; so part of the requirement was to use as few lights as possible,” Butler recalls. “I told him we could do it with twenty 1,000 watt quartz lights. They looked like tin cans without lenses. We also had a dolly, two cameras and all the sound equipment loaded in the truck.”

After The Rain People, Butler shot a TV film called A Clear and Present Danger. They began shooting in a Midwestern steel mill town that was burning coal that was polluting up the atmosphere. When the local establishment chased the production company out of town, Butler was allowed to complete the film on a stage at Universal Studios in Hollywood.

His next film industry job was shooting second unit for Bill Fraker, ASC, in Canada, on The Fox. In 1970, the producer of that film hired Butler to shoot Adam’s Woman in Australia. It was a period film starring Beau Bridges and John Mills. After completing that project, Butler took a big chance and moved to Los Angeles with his wife and three daughters.

“I couldn’t transfer my Guild membership from Chicago to Los Angeles, so we lived off the money from selling our house, and then we went into debt,” he recalls. “I was getting little jobs, but I couldn’t work on union films. I did some work with Phil Kaufman on the Universal Studios lot as a writer while I was still trying to get into the Guild. That’s when I met Steven Spielberg.”

In 1971, Butler was hired to shoot Drive, He Said. Jack Nicholson produced, wrote and directed the film, which was shot on a college campus in Oregon. When the camera Guild organized the project, Butler was finally welcomed into the Los Angeles local.

“The film was about a student revolution against the war in Vietnam,” he recalls. “The university was having problems with protesters while we were shooting. We did all right except at the end when Nicholson had an actor run naked across the campus. The campus guards didn’t like that, so as soon as the shot was over, I grabbed the magazine off the camera and handed it to a producer who jumped into his car and drove to California with the film. The guards grabbed the camera, but the magazine just had a blank roll of film that I had reloaded.”

During the early 1970s, Butler shot several telefilms, including Something Evil and Savage, for Spielberg, and such low budget features as Hickey and Boggs, directed by actor Robert Culp. He also had a memorable experience shooting second unit on Deliverance for Vilmos Zsigmond, ASC.

In 1973, Butler collaborated with director Daryl Duke on a telefilm called I Heard the Owl Call My Name which was staged in an Indian village in Canada. “It was a very delightful, little poetic story -- not something that will be remembered until the end of time,” he recalls. “It rained practically every day, which gave us a perfect atmosphere for the look of the film.”

That same year, Butler lensed The Conversation, starring Gene Hackman, which earned a best picture Oscar nomination for Coppola. “Francis told me that they had tried to airlift a generator to the top of a brand new building downtown in San Francisco, where they were going to do a lot of shooting, but the copter didn’t have enough power to carry it,” Butler recalls. “He asked if we could shoot the picture without any generators. I said sure. Every floor had 300 watts of power and we tapped into all of it. The one exception was a factory setting. When we scouted it, sunlight was coming through the windows, and it looked great, but we had to shoot at different hours. I lit through the windows with arc lights and I think we had four generators outside.”

Butler describes a scene he shot in a room in a small apartment. “A guy came through the door and we were panning with him. Francis said, ‘Let him go,’ so I held steady as the actor walked off the screen. We held and held and held until Francis finally said, ‘Now, pan over to where he is sitting on the sofa.’ Later, when I saw the film in a theater I saw how uneasy the audience was wondering what happened to him when that scene played. It was 10 times more powerful than if we had panned with him. Francis set the emotional tone for that scene by holding the pan. He has that sense of drama, which makes him a great director.”

In 1974, Butler was offered a major feature and The Execution of Private Slovak, a television film at the same time. He easily decided to shoot the television film.

“I felt that Private Slovak could never be made as a motion picture, because the subject matter wasn’t sufficiently commercial, but I believed it was a story which needed to be told,” he explains. “Lamont Johnson was the director, and he felt the same way I did. When you’re on the same page with the director it improves everything you do, because if one person doesn’t have a good idea the other one will, and they add up to give you a better picture.”

Serendipity or maybe it was destiny played a role in his collaboration with Spielberg on Jaws. Spielberg was just getting out of his car in a parking lot at Universal Studios. Butler happened to be there. He walked up to Spielberg, and said, “I hear you’re doing a show about a fish.” That led to an invitation for a more formal discussion, where the director asked Butler if he could shoot day for night on water? Butler had never shot day for night, and he knew it was more difficult on the water, because you have to show the sky.

“I said sure and started looking at films that used day-for-night,” Butler recalls. “I found Hell in the Pacific, which was shot by Connie Hall (ASC). There was in a scene with a storm on the horizon. He timed it down a couple of stops. It was the best day for night I had ever seen. The first day of shooting was in Martha’s Vineyard, and there was a storm on the horizon. The northeastern sky had turned dark while there was still bright sunlight overhead. I just turned the camera around shot a piece of film and told the lab what to do. It worked perfectly.”

During their first conversation, Butler told Spielberg that he wanted to use a handhold camera on the boat. The director was reluctant. Handheld cameras were considered too shaky in those days. Butler didn’t argue. He just said, “Let me show you my idea.” When they got to Martha’s Vineyard, he demonstrated how the camera could be balanced on his knees to compensate for the rolling of the ocean. Butler said it beat using a 400-pound gimbal to keep the camera level on the ocean. “Steven caught on immediately,” he says. “Steven accepted the idea as his own, and took it even further. We shot at least 90 percent of the footage on the boat handheld.”

One of the biggest problems that Spielberg had to overcome on Jaws was that the animatronic shark didn’t perform as expected. “That created a terrible situation for Spielberg,” Butler recalls. “He was out there with a full cast and crew getting paid every day. He was under a lot of pressure. I remember sitting around a dinner table at Spielberg’s house. There was a lot of creative energy coming from the actors, Spielberg and others, about what to do the next day. We discussed ways to create the illusion that the shark was under the water without actually seeing it.”

Butler asked Panavision build a waterproof box, allowing him to shoot at water level. The idea had been in the back of his mind since he saw Zsigmond walk into the water with a handheld camera in a box with a glass front on Deliverance. The box was made of plastic and glass. It could float, which made it possible to shoot scenes with the water visible at the bottom of the frame.

“Psychologically, it got the audience thinking that the shark was just out of sight,” Butler explains. “You felt its presence without actually seeing it. You felt the fear on a subconscious level. We were also able to dip just slightly into the water, so the audience saw the dangling legs of the kids swimming. You could see above and below the water at the same time. We wanted the audience to think that must look like dinnertime to the shark. Panavision also provided a beautiful underwater camera. It was enormous, but it was very stable underwater and easy to operate. You can use little handheld cameras today, but it wasn’t that simple when we were shooting Jaws.”

Butler had the crew build fasteners all the way around the boat so they could attach plywood camera platforms. That got the camera off the crowded boat, and it allowed him to shoot anywhere along the perimeter on the surface of the ocean.

Following in the wake of the phenomenal success of Jaws, Butler shot Lipstick and The Bingo Long Traveling All-Stars & Motor Kings in 1976. The next year, he shot Raid on Entebbe, a real life telefilm about how Israeli commandos rescued hostages on a hijacked airplane in Africa.

“It turned out to be a very exciting and interesting picture,” he says. “We wanted to get it right. Irving Kirschner, who directed the picture, talked to people who were there. They didn’t want us to know exactly how they did it, however being a very intuitive, bright director, Kirschner figured out what he thought they did. All the actors and cast were very much into that film.

“The main set was on a runway at a little airport in northern California. “I remembered shooting scenes for Adam’s Woman in a roofless building that was a couple stories high. It was a big set to light, so I decided to put a scrim over the top and let the sun light it. It worked marvelously. The light was beautiful. When they were building the set for Entebbe, I asked them to put a scrim over the top instead of a ceiling. They asked, what about night scenes? I told them to put something black up there that I could roll out. They built this marvelous ceiling that I could light very quickly. We got an Emmy for that show, so it must have worked.”

In 1978, producer Allan Carr called Butler to talk about Grease. He sent the cinematographer to New York to see the play. Afterward, Butler told Carr that he didn’t think the movie should look like it was filmed on a stage. He wanted to show the audience something different that looked as realistic as possible. They decided to shoot at Venice High School, in California. Butler looked at a lot of film musicals, especially ones that failed, because he wanted to figure out what went wrong. One of the things he realized was that transitions into and out of dance numbers weren’t motivated. He felt that left the audience cold.

“Someone would be talking seriously, and the next thing you know, they were dancing,” he explains. “You have to give the characters a reason to dance, and provide a transition to reality.”

He shot the first of three Rocky sequels in 1979. Butler gives all of the credit for the successes of those films to Sylvester Stallone’s understanding of what the common person is thinking. He observes that the public tends to think of Stallone as a dunce who doesn’t know how to speak properly because of his stereotyped screen roles, but says he’s very intelligent.

“There’s also something that makes him empathetic,” Butler says. “He wrote the Rocky scripts, so the words had meaning for the guy on the street. I know it worked because I’ve sat in theaters and heard audiences cheer for Rocky. They felt every blow that hit his body. They lived the movie, because he was talking directly to them. If you believe that any odds can be overcome if you work and fight hard enough, the Rocky films have a special meaning.”

Butler recalls that in the fight scenes, most of the light came from overhead. It was hot and glaring just like the audience expects in a real fight. He explains they wanted the fighters to be hot and sweaty. The problem was that overhead lights made their eyes look like big, black holes, so he also hung two pipes at eye level on opposite sides of the ring with a string of soft lights on each. They provided fill light in the ring that spilled onto the faces in the first 10 to 15 rows of the arena. No matter which way the fighters turned he had the right light on their faces.

Butler earned kudos for Stripes and The Night the Lights Went Out in Georgia in 1981, and the next year he shot Rocky III. Then, in 1983, he filmed The Thorn Birds, which continued his collaboration with Duke.

“It was another television project that I couldn’t pass up,” he says. “Daryl and I shared a vision for this film, which was set in exotic places in Australia in past and present times. We shot mainly in and around Simi Valley, near Los Angeles,. I drew on visual memories of Adam’s Woman, which I shot in Australia earlier in my career. I knew what it looked like, and found locations that matched. Of all the things I’ve done, I’m probably happiest with The Thorn Birds.”

In 1984, Butler earned an Emmy for A Streetcar Named Desire, a telefilm adaptation of the classic 1951 black and white feature filmed photographed by Harry Stradling, ASC.

“One of the challenges was trying to reproduce the emotions of that wonderful black and white film in color,” he says. “I went to great pains to light it differently than any television show than I had done up to that time. I decided to use very small, focusable lights and came up with a system for hanging them in the center of the room with arms that reached out like petals on a flower. No matter where someone was, I could move the lights to cover the actors’ faces.

“I lit this movie like the original film,” he continues. “I kept it muted and not too contrasty. Camera movement was also restrained and quiet. The art direction was also extremely important. That had a great influence on what the film looked like. They hung the walls on tracks, so if you wanted a wall out of the way, the grips simply rolled it into the next room. That was important for positioning the camera, because the rooms were rather small.”

In 1988, Butler collaborated with Mike Nichols on Biloxi Blues.

“I was thrilled to work with Mike,” he says. “He knows everything there is to know about making a movie. It was especially interesting to see how he handled actors. He treated me as part of the talent, rather than as someone who just made the gears mesh. He was interested in my ideas, feelings and visions for the story.”

In 1990, Butler shot Graffiti Bridge, starring and directed by the rock star Prince. The film was produced at Paisley Park Studios in the suburbs of Minneapolis. It incorporated 16 musical numbers, consisting of nightclub and concert footage that made up about half of the content. Prince and the musicians acted spontaneously. They rarely did the same thing twice during performances, so Butler covered those scenes with five cameras. Three of them were on dollies, a fourth operator was roaming freely with a Steadicam, and the fifth camera focused on static master shots.

Prince insisted on hard overhead lighting that was consistent with the ambience of concert and nightclub settings. Butler had to invent painterly ways to create the lush images Prince wanted while making the light consistent for intercutting shots from all five cameras. He was responsible for making the audience feel like spectators at a concert while orchestrating the mood of the film.

In 1996, Butler shot Flipper in the Bahamas. He says it was an idealistic setting with beautiful weather and great beaches. Butler explains that the sand underneath the ocean wasn’t too deep for a long way out, so when the light hit bottom it bounced up to the surface.

“I was happy to get back on the water again,” he says. “We had a big barge with a big dolly track and a long crane with a remote head that allowed me to put the camera right on top of the water. I thought I’d seen everything on Jaws, but the mechanical dolphin in Flipper was pure genius. It was controlled with a cable that was about the size of your little finger. It was absolutely identical to a real dolphin. With the live dolphins, we had a trainer, and we had some unpredictable happenstances. I was amazed that they made a creature that could swim with the same motions as a real dolphin, except it wasn’t as fast. You learn something new on every film.”

The following year Butler began shooting Anaconda on the Amazon in South America. The studio decided it would cost less money to shoot the last half of the film on a little stream near Los Angeles. The film integrates CGI images of a giant snake with live-action footage. He collaborated closely with the visual effects supervisor.

“He was with us when we were shooting live action elements of scenes with the CG snake, and he took still pictures and notes about our lighting,” Butler says. “I timed the print so those scenes look and feel real.”

Bill Paxton both starred and debuted as a director on Frailty. Butler describes that film as a southern Gothic thriller that explores the thin line separating sanity from delusion. It takes the audience on a frightening ride ending at a surprising destination without resorting to gratuitous gore.

“The script didn’t appeal to me at first, but I changed my mind after talking with Bill (Paxton),” Butler recounts. “I was fascinated with his approach to telling the story, especially the fact that he didn’t intend to scare people just for the sake of frightening them. He wanted the audience to discover the truth with only slim clues in dialog, performances and camerawork.”

About half of the story takes place at night, and even daylight interiors were generally filmed in low-key light. Flashbacks artfully weaved into the fabric of the story are only subtly different than scenes taking place in contemporary times. Butler explains that there is just a little bit more texture in flashbacks as though they filmed at an earlier time on a grainier film.

“There are 1,000 things you can do visually,” he explains. “You can use colors or desaturate images or skew the angle of photography. You can make it more contrasty, but that is like shouting at the audience, and this story called for much more visual subtlety.”

Joe and Max was a factual recounting the relationship between Schmeling and Lewis.

“Hitler wanted Schmeling, his white German boxer, to beat the daylights out of Joe Louis who was black,” Butler says. “That’s what their championship fights were about. The fight scenes were small and brief… unlike Rocky… and historically accurate. I used a technique that I learned from Mike Nichols in Biloxi Blues. We rigged a camera on bungee cords so it was floating during the fight scenes. Someone a fist came right at the camera that recoiled. That allowed the audience to experience what it looked like to the fighters when they were being hit.”

During his incomparable career, Butler has literally seen it all. We asked how he thinks technology has affected the role of the cinematographer and the art and craft of filmmaking?

“Sometimes I look at scenes shot many years ago when films and lenses were very slow, and I wonder how they did it,” he responds. “The answer is that the early cinematographers understood how to balance light, so there were black and white and gray tones. That’s what makes Connie Hall so good at what he does. I believe it is his ability to really see what he is looking at with his eyes and his ability to use light to expose images the way he visualizes them. Lighting is all about balance. It’s a different curve with today’s electronic cameras, which imposes some limits, but you still need to understand how to balance light.”

What about the claim that digital cameras are freeing auteur directors from lighting?

He replied, “Many people believe anybody can turn on a camera and make pictures. That’s true in a way. Students and even children can pick up electronic cameras and make something happen, and that’s very exciting. But making a movie is so much more complex than that. I’ve been in this business for a long time, and I’m still learning. There may be times when there are happy accidents, but you can’t count on that happening if you’re telling a story that’s a couple hundred pages long with intricate emotional things happening at exactly the right moments in the right light.

“Many times what we do is so subtle that it is only noticed on a subconscious level,” he continues. “On Frailty, I always had a net behind the lens. It was a very thin, lightweight fabric made from a piece of stocking. The net bent the light and created a softening effect. I liked the way it worked with the contrast we were creating with lighting. It is difficult to explain with words. You learn something on every project and that experience helps you on the next one. But, I also think you have to be born with a talent for this work.”

Butler concludes, “I used to be chastised for daydreaming when I was a student. Now, I get paid to daydream. Daydreaming is like a bridge linking your imagination to the real world. I’ve worked with actors and other people who walk that bridge a lot. It works for me because I can read a script, or a director can describe something to me, and I can instantly visualize it. That ability comes naturally to me. It’s a gift. If I didn’t use it, I’d probably be on the street panhandling.”