A Conversation with Bill Butler, ASC

By Bob Fisher

Bill Butler, ASC was born and spent the first five years of his life living in a log cabin on a homestead in Colorado, where his parents were farmers. He was mainly raised in Mt. Pleasant, Iowa, a small college town. Butler studied electronics and began his career as an engineer at a radio station in Gary, Indiana. He subsequently moved to Chicago, where he helped design and build the first television stations at the ABC affiliate and later at WGN. When WGN-TV went on the air, Butler operated a live video camera for commercials and for locally produced programs. He frequently collaborated with a young director named Bill Friedkin.

Butler won an Emmy award for his electronic camera work. He ventured into filmmaking with Friedkin when they made a 16 mm black and white documentary for a local charity group. Their second film focused on a prisoner who was slated for execution in Illinois. It was a docu-drama that resulted in the governor of Illinois commuting the prisoner’s death sentence. As a result, Butler’s interest shifted from live television to film documentaries. He earned his first narrative credit in Chicago in 1967 for Fearless Frank, a low budget feature directed by Phil Kaufman. Two year later, Butler shot The Rain People, for Francis Ford Coppola, another young director. He migrated to Los Angeles in 1970 after shooting a low budget feature in Australia.

Butler has subsequently compiled some 70 narrative film credits, including such classics as Jaws, Grease, Rocky II-IV, Capricorn I, Stripes and Biloxi Blues. Eight of his feature films have earned more $100 million at the box office. His telefilms credits include The Execution of Private Slovak and the landmark miniseries The Thorn Birds. Butler also earned Emmy Awards for Raid on Entebbe and A Streetcar Named Desire. He will receive the coveted American Society of Cinematographers Lifetime Achievement Award on February 16, 2003 recognizing his distinguished and enduring body of work. The following are excerpts of an interview with Butler:

ICG: Where were you born and raised?

BUTLER: I was born in Cripple Creek, Colorado in a log cabin that my father built. It was originally a gold mining town. My parents moved to Colorado when the United States opened up a lot of territory for homesteading. If you lived on the land for seven years, you owned it. When I was five years old my parents moved to Mt. Pleasant, Iowa, where they found jobs. My mother was a nurse at an insane asylum and my father worked on a farm where they raised food for the asylum.

ICG: Did you have a boyhood interest in photography or movies?

BUTLER: I remember my parents taking me to see Al Jolson perform in The Jazz Singer, and that made a lasting impression. My father and mother both appreciated that movie a lot. I still remember driving down the road with my father singing Sunny Boy and other songs from the movie.

ICG: Where did you go to school?

BUTLER: I went to school at Iowa Wesleyan in Mt. Pleasant, and also the University of Iowa at Iowa City. I studied electronic engineering and learned about radar and radios. There were three instructors who were from either Mississippi or Louisiana at the State University of Iowa, who were experimenting with making an electronic camera. I took several courses with them. During the Second World War, I joined the Army Signal Corps, but they gave me permission to continue my education and study high-frequency electronics. After I was discharged from the Army, I got a job at a radio station, in Gary, Indiana, next to Chicago.

ICG: What did you actually do in radio?

BUTLER: I was an engineer at WIND radio for about four years. It was an all-music station. I was responsible for picking up performances by Tommy Dorsey, Gene Krupa and all the other big bands that came to Chicago. I took an amplifier to the nightclubs and dance places and picked up their performances. I was recruited to help build a TV station at WBKB in Chicago. Later it became Channel 7. We literally built it with soldering irons and spare parts. We had long tables filled with parts that we put together. After we finished, Elmer Kathorn, the man who had hired me, was asked to build a television station for WGN, in Chicago. He invited me to come along with him. When I went to WGN, they had me picking up live big band shows for their radio network. I think they called it the Blue Network or something like that. When the TV station was ready to go on the air, they made me part of the engineering staff, because they needed people who understood high-frequency electronics.

ICG: What did you do in your first television job?

BUTLER Everything, including audio, video, shading, master control and switching. I also operated a live television camera. It got boring after a while, because it all looked like plays, but I was always trying to do something different. Once I took the lens off the camera and replaced it with a paper coffee cup that had a hole poked in the bottom. I got fired about four times for this type of silliness, but they always brought me back. Once, when I was doing a live commercial I set up a seamless background in the studio. I surrounded the set with fluorescent lights on stands. There wasn’t a shadow anywhere. It was like floating in space. The very next day, commercial people in New York were on the phone. That technique spread like wildfire. It became a universal way to do live TV.

ICG: What were some of the other highlights for you?

BUTLER: We put our hearts and souls into our work. 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 figured out 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 ten 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.

ICG: How did you meet Bill Friedkin?

BUTLER: Billy Friedkin was kind of the wonder kid at WGN. He had just come out of high school. He started in the mailroom and worked his way up to director. Billy was self-taught. He read a lot of books and had total recall, so everything he put into his head stayed there. We tried a lot of new techniques. He was very inventive. We did a musical program once where we set up two studios. We would do a number in one studio, and the minute it was finished we switched to the next studio. We cut back and forth. I remember we tried one sequence with 10-second cuts. It was kind of a numerical system of cutting. Then, all of a sudden we would break the sequence – and then we’d go back to the sequencing. We worked out a lot of rhythms for cutting at a time when that wasn’t being done on television. It affected the audience on an emotional level.

ICG: Didn’t you win an Emmy?

BUTLER: I won an Emmy for electronic camera work. It was for the live shows we did with the symphony orchestra. I was quite shocked. There was a lot of competition between the electronic cameramen in the town, especially at my station. They were all very talented. It was almost like playing a pickup basketball game and trying to get a better shot than the other guy.        

ICG: How did you get into shooting documentaries?

BUTLER: Billy Friedkin came to me one day and said, let’s shoot some film. I thought that that sounded like a great idea. Understand, neither he nor I had ever shot a foot of motion picture film. There was a group of religious organizations that get together about once a month in Chicago. They aided teenagers who were in trouble and helped people in prisons and hospitals. They asked if we could make a documentary about their work for $500. We checked case histories of teenagers who had problems and picked out a story about one who was arrested for stealing fur coats. He got straightened out and had a job at a late-night restaurant as a fry cook. He looked out the window one night and he saw his old gang beating up a kid. He ran out and got in the middle of the fight trying to stop them. One of his old enemies in the gang stabbed and killed him. Our film won first place in the San Francisco Film Festival. We couldn’t wait to try another one.

ICG: What was your next film?

BUTLER: It was a film about a person in prison whom we met while we were shooting the first picture. It was called The People Versus Paul Crump. It was a story about a man who was accused of killing a guard at a baby food factory when they held it up. There were about four or five people involved in this hold-up. Billy condensed the court records from that trial and Paul Crump’s version of what happened into a script. The format was what they called a docudrama in later years. The governor looked at an early cut of the film, and based on that, he decided to commute Paul Crump’s death sentence at the last moment. The film won a prize at the San Francisco Film Festival.

ICG: Were these black-and-white films or Ektachrome?

BUTLER: These were black-and-white, 16mm.

ICG: Were you still working at WGN- TV?

BUTLER: We were when we started making that film. We were working on the film in our own time at night and on weekends with our own money. Truthfully, we expected the station to ask us to make award-winning programs for them, but that didn’t happen. They didn’t want us to work with film because it was a different union. We knew we would get fired when they found out that we were still shooting, so we quit. Red Quinlan, at ABC, hired us and paid to finish the film. Red asked us to stay on and shoot documentaries and special shows for ABC. He gave us an unreal deal. There was no limit on our budget, and no one was overseeing us. All of a sudden, a heavy weight fell on our shoulders. We were responsible for developing subject matter, and no one was telling us when to come to work and when to go home. It was quite a bit of pressure. Billy and I did several shows at ABC including some musicals. We did that for a year or two.     

ICG: Why did you and Bill Friedkin stop collaborating on documentaries?

BUTLER: David Wolper spotted our work at a film festival. He offered both of us jobs in Hollywood. Billy went to work for him, but they didn’t really need a cinematographer. Mainly, they were editing existing film and just shooting new openings and closings. I decided to stay in Chicago where I continued shooting documentaries. One was nominated for an Oscar. I really liked doing documentaries, because I felt that they were making a difference in the world. Billy did several nice things for Wolper and he eventually got a film with Sonny and Cher called Good Times. He got part way through shooting that film and ran out of money. He called and asked if I could help him finish it. (Editor’s note: That was in 1967 and Butler was credited as a consultant.)

ICG: Was that your first 35 mm feature film?

BUTLER: No, I shot Fearless Frank in Chicago for Phil Kaufman earlier that same year. Jon Voight was our star. It was probably his first film. The story was about a guy who could fly. Phil made that film with money from his father and friends, but he didn’t know how to sell it, so it sat on the shelf for years before it finally it got released.

ICG: How did you meet Phil Kaufman?

BUTLER: He was a lot like Billy Friedkin. They were the same age with the same kind of energy, and both were in Chicago trying to make something happen. Phil liked what Billy Friedkin and I were doing, so we became friends and worked together. He’s a wonderful person.

ICG: When did you join the Guild in Chicago?

BUTLER: The Guild signed an agreement with ABC Television in New York about the time Red Quinlan hired us in Chicago. Everybody shooting film for the station had to be a member of the union, so they told me that I had to join the camera local in Chicago. The Chicago local wasn’t enthusiastic about us joining, but after a month or two, and they called and said, well maybe we’d better come into the union. Later, I helped Steve Poster (president of ASC) get into the union.

ICG: Why did you decide to move to Los Angeles?

BUTLER: Billy Friedkin introduced me to Francis Ford Coppola, who was getting ready to shoot The Rain People. I think he was probably looking for someone who could wheel and deal on a very low budget. Billy knew that he and I had shot our films with no money at all, so he recommended me. 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. I told him we could do it with 20 1,000-watt quartz lights. They weren’t very big. They looked like tin cans without lenses. We also had a dolly and two cameras and all the sound equipment loaded in the pie truck. We started shooting in New York and went on the road, ending up in Nebraska. We lit big night scenes, about a full block and a half, in a trailer park. I remember in New York, we shot a wedding party in a big ballroom that was probably 100 feet long and 50 feet wide. I looked up and there were nice big beams overhead. My grip was set to hang our lights on the beams, when Coppola walked in and announced that he wanted to cover 360 degrees, including showing the audience the beams overhead. That left us with no place to hide lights. I didn’t know whether he was just testing me, but my grip got a long face and walked out. I went to my room in this nice old hotel. There was this rocking chair. I sat in it and rocked for about an hour trying to figure it out. I realized there was one spot right overhead in the center of the room. Even if you tilted the camera up and showed the beams, you were never shooting straight overhead. I asked the grip to make a huge wheel that we could hang right in the middle of the room. We put every light we had on it. I shaded the lights so they kind of blended, and we used an umbrella for bounce. We had the room lit so evenly that we could shoot in any direction. I think Coppola was just seeing if I could do it.

ICG: That was in 1969. Was that when you decided to move to Los Angeles?

BUTLER: After The Rain People, I shot a TV film called A Clear and Present Danger. I was hired in Chicago and we were shooting in a Mid-Western town where they were making iron and burning coal that was smoging up the atmosphere. When they found out what we were shooting, they chased us out of town. I shot some quick background plates before we got out of town that same day. We finished the show on a stage at Universal Studios. I wasn’t in the union in Los Angeles, but the rules said if you lost your location you could finish the show on a stage in Hollywood. Understand that I had never been on a major stage before. I looked at our first set. It was a beautiful living room with a stairway that went upstairs to a second floor. I had never seen a set that big before. It was beautiful. It sparkled. The electricians turned the lights on, and everything was perfectly lit. They knew exactly where to put every light. I realized everybody was looking at me to see if I knew what I was doing. I turned to the electrician, and said, turn all of the lights off. He asked what I wanted. I had them bounce a row of 10 Ks off a white flat for our fill light. One of the guys came over to me and said, that’s not real white, you know. He brought me a lot of different colored swatches. I picked one out and they used it to re-cover the flat. That was my first lesson about working in Los Angeles. Learn to trust and work with the crews.

ICG: Was that when you moved to Los Angeles?

BUTLER: Not yet. After that, I did second unit for Bill Fraker (ASC) in Canada on The Fox. I think it was his second picture, and we became friends. I shot this outdoor footage with a trained little fox in the snow. It was a beautiful setting, so what could go wrong? The producer liked the footage so much that he then hired me to go to Australia and shoot a picture called Adam’s Woman (in 1970). Beau Bridges was in it and John Mills. It was a period movie about the time when the prisoners in Australia were being given land to settle. When I came back from Australia, I moved to Los Angeles. I had a family, including three daughters. We sold our house in Chicago. I couldn’t get into the union in Los Angeles, so we lived off the money from selling our house, and then I went into debt. I was getting little jobs, but I couldn’t work on union films in Los Angeles.   

ICG: Why did you decide to take that risk?

BUTLER: That’s a really good question. I suppose it was the same thing that motivated me to give up a very good position in electronics. I was at the top of my field making all the money that we could spend. I gave all of that up, including my career as an electronics engineer, to take on a new profession. It was the same thing when I decided to move to Los Angeles.          

I truly don’t understand the answer to that question, but I’ll give you my best shot at what I think it was. I think it was subconscious. I think it goes all the way back to when I was five years old, watching Al Jolson in The Jazz Singer. I never allowed myself to think that was a possibility that I would work in films. It was beyond anything that I could imagine, but the Crump film, which saved a man’s life, showed me how powerful film could be. I recall being quite surprised at the time. When the Crump film saved a man’s life, I decided that film was where I wanted to be. I always wanted to do something worthwhile with my life, and I felt this was certainly more worthwhile than what I was doing. The advertising agencies had kind of taken charge of television, so we could no longer do a lot of the very interesting TV shows that we had been doing. Television was no longer a challenge. But you have to understand that I was 40 years old. Every TV engineer I knew told me I was absolutely out of my mind. They said nobody would hire me. None of this stopped me once I had made up my mind. I didn’t go to film school. I didn’t study film anywhere except by going to movies. I just opened up the film bible, the ASC Manual, and learned how to shoot film. If I needed to make a shot, even in black and white or whatever, I would look up in the manual to see how some famous cinematographer had done it in the past. That usually gave me all the information I needed. It’s not easy to explain, but if there is a lesson for young people in this highly competitive industry, it is that you have to dedicate yourself to it 100 percent. Not many people are willing to give 100 percent to anything.

ICG: Didn’t you do a movie directed by Jack Nicholson around then (1971)?

BUTLER: Drive, He Said was the first film directed by Jack Nicholson. Bob Rafelson was also part of that company. The company did it under two contracts. One was a union contract, and one wasn’t. I was hired on the non-union contract as was the editor and maybe one other person. The union wanted to organize the show, which was how I got in the Los Angeles local.

ICG: What was that film about?

BUTLER: It was about the campus revolution against the war in Vietnam. We were shooting it in Oregon. The university was having problems with protesters while we were shooting. We did okay 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 in his car and drove to California. The guards grabbed the camera, but the magazine just had a blank roll of film that I had reloaded.

ICG: What do you recall about The Execution of Private Slovak?          

BUTLER: The Execution of Private Slovak was a very interesting film made for television. By that time (1974), I was being asked to shoot major motion pictures. At that time, cameramen didn’t shoot television programs if they wanted to work on movies. There was kind of a stigma attached to working on television films. I didn’t buy into that concept, and besides, I still had television in my blood. I still wanted to make great television programs. I realized Private Slovak could never be made into a motion picture, because the subject matter wasn’t sufficiently commercial, and I believed it was a story that needed to be told. It was about an American soldier who wouldn’t go to the front lines and shoot at the enemy. We had never executed anybody for desertion before, and they didn’t want to execute him. All he had to do was to go to the front lines and shoot a gun. They gave him a lot of ways out, but he just wouldn’t relent, so they executed him. It was a very touching story and one of the better television pieces that I was fortunate to get to do.

ICG: You did another film with Coppola that got an Oscar nomination for best picture that same year in 1974. It was The Conversation starring Gene Hackman.

BUTLER: Another cinematographer was going to shoot that picture, but he and Francis had some disagreement. I remember that Coppola seemed very depressed, like he’d lost his best friend. I said, come on. I don’t want to shoot a picture with you in that kind of mood. Let’s have some fun; it’s only a movie. Coppola 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. He asked if we could shoot the picture without any generators. I said, sure. We shot a lot of the film in that building without any generators. 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.

ICG: What do you think makes Coppola such an extraordinary director?

BUTLER: I remember shooting a scene for The Conversation 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 the audience was uneasy and wondering what happened to him when that scene played. It was ten 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

ICG: How did you hook up with Steven Spielberg?

BUTLER: 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. He had finished his Night Gallery projects and I shot a couple of one-hour movies-of-the-week with him, Savage and Something Evil. I was out of town on another project, and when I came back I saw Steven in the parking lot. He was just getting out of his car. I walked up to him and said I hear you’re doing a show about a fish. We joked about that a bit. He said, let’s talk about it. During our first conversation, he asked if I could I shoot day for night on water. I had never shot day for night, and I knew it was more difficult on the water, because you have to show the sky, but I said sure. I started looking at films that used day-for-night and found Hell in the Pacific. Connie Hall (ASC) shot that picture. One of the things he tried was in a scene where there was 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 in Martha’s Vineyard, I looked around and sure enough, 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 and shot a piece of film, told the lab what to do and it worked perfectly.

ICG: What do you think made the mechanical shark so scary?

BUTLER: Everyone knows that the shark didn’t work the way it should have in the beginning. That created a terrible situation for Spielberg. He was out there with a full cast and crew getting paid every day. He was under a lot of pressure. So, what do you do? Well, in the first place, you get very creative. I can remember evenings that we spent sitting around the table at Spielberg’s house – he had a very nice cook, she was sensational, so we were delighted to join him for dinner. There was a lot of creative energy around that table, 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. That probably made it a better picture. The important thing to remember is that Spielberg was under all kinds of pressure, and that he made it work for the film. He deserves a lot of respect for that. One of the things I’m proud of is that we can look back today, nearly 30 years later, and I think the picture still works.

ICG: You did some different things on that film.

BUTLER: In our first conversation, I told Spielberg that I wanted to handhold the camera on the boat. His first reaction was to say, no way. Handheld cameras were considered too shaky in those days. He wanted it on a tripod all the time. I knew better than to argue with someone as brilliant as Steven. You aren’t going to win those types of arguments with words. I said I’ve got an idea. Let me show it to you. I knew that I could balance the camera with my knees to compensate for the rolling of the ocean. It beat using a 400-pound gimbal to keep the camera level on the ocean. When we got to Martha’s Vineyard, I showed Steven what I was talking about. He caught on immediately and accepted the idea as his own and took it even further. I think we shot at least 90 percent of the footage on the boat handheld.

ICG: How did you create that feeling of tension when the camera seemed to be right on or just under the surface of the water? Those were very scary scenes.

BUTLER: I had Panavision build a waterproof box, which allowed us to shoot right at water level. No one was using a waterbox at that time. I had the idea in the back of my mind, because I remembered when I was working second unit with Vilmos Zsigmond (ASC) on Deliverance (1972), he walked into the water with a handheld camera in a box with a glass front. I thought that was a good idea, so I had Panavision build a huge waterbox made out of plastic and glass. We could float it with the effect being that you could see the water at the bottom of the frame. Psychologically, it got the audience thinking that the shark was just out of sight. 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.

ICG: What else do you recall?

BUTLER: We also designed special float platforms that allowed us to operate the camera right on the surface of the water. I think that gave us some new ways to look at the story. Spielberg insisted we shoot all the boat scenes on the ocean, which I thought was very daring and the perfect way to do it. It gave us the opportunity to challenge ourselves to try new ideas and new approaches to shooting on the water. I had them build fasteners that went all the way around the boat, so we could attach plywood platforms for our camera. That gave us the sensation that the camera was floating on the water without its presence being seen or felt. That got the camera off the boat, which got very crowded, and it allowed us to shoot anywhere along the perimeter.

ICG: Did your documentary experience help you define a visual perspective?

BUTLER: Oh, absolutely. I think people like myself who came out of documentaries brought a new perspective to feature films during the 1970s. We were also working with exciting new directors like Spielberg, Coppola, Mike Nichols, Milos Forman and others, who were open to new ideas, and they knew how to use them.

ICG: You did a couple of other successful movies, including Lipstick and Bingo Long after Jaws, but you didn’t stop shooting telefilms. Raid on Entebbe was one of my favorites -- a real life drama about how Israeli commandos rescued hostages on a hijacked airplane.

BUTLER: Raid on Entebbe turned out to be a very exciting and interesting picture. We had an opportunity to bring people from Israel who had been on the raid. It was so gutsy of those guys to fly into Africa and rescue their people the way they did, so we wanted to get it right. We wanted to know how they did it. Irving Kirschner, who directed the picture, talked to these people so that he could direct it the right way. The truth is that they didn’t want us to know exactly how they did it. But being a very intuitive, bright director, Kirschner figured out what he thought they did, and we filmed that. When it was over, they told him that we had come very close to reality. All the actors and cast were very much into that film. We built the airport to look like Entebbe based on pictures. Our main set was on a runway at a little airport in northern California. When we built this set, I remembered shooting Adam’s Woman in what was once a winery, in Australia, that was a couple stories high. It was a set for a prison laundry. There was no roof and it was a big building 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 of the building 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.

ICG: The next year (1978) you shot Grease.

BUTLER: I was working on Capricorn One when (producer) Allan Carr called me about Grease. I thought it would be great to do a musical. Maybe people would realize that I could do more than just action pictures. Carr sent me to New York to see the play, and afterwards I told him we certainly didn’t want it to look like it was filmed on a stage. I knew Allan liked old-fashioned musicals, but I told him there was no way Grease would succeed if we shot it that way. I thought we had to show the audience something new and different. I came up with a plan that I thought would work, which was simply to make it as realistic as possible. We decided to shoot Venice High School (in California) as though it were really happening there. We also borrowed some techniques from old-fashioned musicals, like the stairway to the stars number and the use of bright lights. I looked at a lot of musicals, especially the ones that failed. I wanted to figure out why they failed. One of the things I realized was that they weren’t motivating transitions. That sounds like a very simple thing, but I felt that if you don’t make transitions into and out of the dance numbers, you leave the audience cold. Someone would be talking seriously, and the next thing you know, they’re dancing. You have to give the characters a reason to dance, and, you have to come out of the dance number by providing a transition back to reality.

ICG: Can you give us an example?

BUTLER: When the kids in Grease are working on the car in the garage, (John) Travolta stands up on a box and he starts an enthusiastic speech about this car. The dance number begins with the real car. Someone slides underneath it and the next time you see them, it’s the car of their dreams, and they’re dancing. You have to take the audience with you by motivating the transition.

ICG: You also shot Rocky II, III and IV. What was it like working with Stallone?

BUTLER: Rocky II made more money than the original film. I think it was the first remake to out-gross the original film. I give all of the credit for the successes of those films to Stallone’s understanding of what the common guy on the street is thinking. We see Stallone in his screen roles, so people tend to think of him as a dunce who doesn’t know how to speak properly, but he’s very intelligent. There’s also something in him or his background that makes him empathetic. 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 the audience. If you believe that any odds can be overcome if you work and fight hard enough, the Rocky films have a special meaning for you.     

ICG: Was there a designed look for the Rocky films, including the fight scenes?

BUTLER: I don’t consciously try to create looks for pictures or characters. It is much more intuitive than that. You simply pick your best shots. At the end of a picture, the look is what you thought was right for that story at the moment it was happening. 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. We wanted the fighters to be hot and sweaty. The problem was that overhead lights made the fighters eyes look like big, black holes, so I also hung two pipes on opposite sides of the ring with a string of lights on each. They provided fill light in the ring and spilled onto the faces in the first 10 to 15 rows of the arena. No matter which way the fighters turned we had the right light on their faces.

ICG: What about The Thorn Birds, a classic miniseries that you shot in 1983?

BUTLER: The Thorn Birds was another television project that I couldn’t pass up. It took place in exotic places in Australia in past and present times, but it was shot near Los Angeles, mainly in and around Simi Valley. I shot a film in Australia earlier in my career, so I knew what it looked like, and found locations that matched. Australia is on the other side of the equator, but our terrain is very similar. Of all the things I’ve done, I’m probably happiest with The Thorn Birds.

ICG: Why is that?

BUTLER: I was working with (director) Daryl Duke, who felt the same way I did about what we were photographing. When you know you’re on the same page with the director it improves everything that 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. I previously did I Heard the Owl Call My Name (a 1973 telefilm) with Daryl in Canada, and we found out we had a natural simpatico. I Heard the Owl Call My Name took place in an Indian village. The rain put moisture in the air almost every day, which affected the look. It was a very delightful, little poetic story -- not something that will be remembered until the end of time. When Daryl asked me work with him again on The Thorn Birds, I was excited. We shared an instinct and a feeling for what we were doing.

ICG: I’m still absorbing the fact that you shot The Thorn Birds in Simi Valley.           

BUTLER: We do that all the time. I began shooting Anaconda (in 1997) on the Amazon in South America, and the studio decided it actually would cost less money to come back to Los Angeles to shoot the last half of the film. After we were finished, it was seamless. Nobody could tell what we shot in the real Amazon and what we shot on a little stream near Los Angeles. Last year I shot Joe and Max, about Max Schmeling and Joe Louis, in Berlin. The story was supposed to take place in the United States, and I’m sure nobody can tell the difference.

ICG: You got another Emmy in 1984 for A Streetcar Named Desire. Were you influenced by the 1951 black-and-white feature filmed photographed by Harry Stradling (ASC)?

BUTLER: That’s a really tough question. We were expected to shoot color because it was going on television and television doesn’t happen without color. The challenge was trying to reproduce the emotions of that wonderful black and white film. I went to great pains to light it differently than any television show that I had done up to that time. When I took this project on I decided to use very small, focusable lights. I came up with a system for hanging those lights in the center of the room with arms that reached out like petals on a flower in all directions. The arms were movable. No matter where someone was, I could move the lights to cover the actors’ faces. I lit this movie like the original film. We were shooting in color, but I kept it muted and not too contrasty. I wanted to photograph the people in a fashion that was consistent with the original story. Camera movement was also restrained and quiet. The art direction and the way the sets were decorated and built was also extremely important. That had a great influence on what the film was going to look 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. It was the set designer’s idea. I had never seen walls on tracks before.

ICG: In 1988 you worked with Mike Nichols on Biloxi Blues.

BUTLER: I was thrilled to get to work with Mike. He knows the stage, he knows acting, and he certainly knows everything there is to know about making a movie. It was especially interesting for me to see how he handles actors. He and I became very good friends, so it was a joy working with him. 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. I remember coming up with an idea as I drove to the set early in the morning. The sun was coming up, I saw this tremendously beautiful sunlight on the water in a bog. There was a little bridge, a steam coming out of the bog, and some low-lying fog. The sun was shining through the fog. I decided I’d love to put it into the picture, because it was so striking. We’d pass it every morning. It happened every day because the temperatures made the fog form, so it was predictable. The production manager felt I was interfering with his department, so he rejected my idea. I didn’t say anything because I didn’t want to cause any problems. But I think that gentleman and Mike Nichols had a conversation that night, because he never reacted that way again, and we did use that shot. The editor loved it. Mike Nichols fought for me and for my idea, because he saw it as something that added to the film I was impressed with that and with the way he treated his cinematographer

ICG: Later (1996) on you did a remake of Flipper, A kid’s film.

BUTLER: We shot Flipper in the Bahamas in beautiful weather and with great beaches. There is sand underneath the ocean that wasn’t too deep for a long way out, so the light hits the sand and bounces back up. We had dolphins playing in the water, and it was absolutely beautiful. It was an idealistic setting. I was happy to get back on the water again. 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 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 happenstance. 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.

ICG: You made a couple of films during the past year. We have an article about Frailty posted on the website, so let’s talk about Joe and Max. What appealed to you about that story?

BUTLER: Joe and Max was interesting to me because it happened so long ago that many people don’t know the story. Hitler wanted his white German boxer to beat the daylights out of Joe Louis who was Black. That’s what the fights were about. For his propaganda machine, Hitler wanted to prove that the Black man was inferior. The script also dealt with the relationship between the two fighters. There were many fight scenes. They were small and brief, unlike Rocky. They are supposed to be historically accurate. I always try to do something new and different. I used a camera technique that I learned from Mike Nichols. In Biloxi Blues, we rigged a camera with bungee cords so it was floating. I decided to try the same method on the fight scenes in Joe and Max. We had a camera rigged on bungee cords, and someone would hit it with a boxing glove, so the audience saw what it looked like to the fighters when they were hit. In a shot where a fist comes straight at the camera, the instant it reached the lens, we cut to the other side where we see the fist coming off the face of the person. That fighter falls to the canvas. It all happened very quickly, but it's a very effective little shot. I got to learn a lot about Max Schmeling and came to appreciate him as an individual while making this film. He won his first fight with Louis and was a hero in Hitler’s eyes. After he lost the second fight he was no longer a hero in Germany. He went into the army and got hurt in a parachute jump. He became a farmer for a while. I came to appreciate who he was, because he did a lot of good things. He was a very generous person, who helped a lot of Jewish people who were trying to get out of Germany. He went out on a limb to help people. Later in his life, he became a spokesman and dealer for Coca Cola. He is still alive.

ICG: You have been involved in making a lot of films that went over the $100 million mark at the box office. Do you know off the top of your head which pictures they were?

BUTLER: There were eight of them. Grease certainly was one of them, Jaws, Stripes— which was Ivan Reitman’s first film, and the Rocky films. I’ll have to look up the rest. I remember that three of those eight films were with first-time directors and they all had good scripts.

ICG: You mentioned that you have been invited to participate in remastering some of your older films for DVD release. Let’s talk about that for a bit.

BUTLER: Sony Studios called me because they were re-mastering Big Trouble (1985) and It’s My Turn (1980) for DVD. I told them I would be out of town for a month, and they waited for me to come back. It’s my Turn was directed by Claudia Weill and the stars were Charles Grodin, Jill Clayburgh and Michael Douglas. Big Trouble was directed by John Cassavetes. Some of the actors were Peter Falk, Alan Arkin and Charles Durning. The truth is that more people are eventually going to see your films on television or now on DVD than will ever see them in a theater.

ICG: When you’re re-timing a film to DVD, are you trying to be faithful to what you originally did or are you trying to improve on it?

BUTLER: Sometimes you wish you could improve it, but the truth is when you re-time films that you shot 20 years ago or longer, some of them may not be in the best condition. Hopefully, they made a black-and-white protection copy so you can reprint scenes that might have been damaged. Sometimes you’re dealing with something that has deteriorated to a point where you have to make compromises. The shots you can improve are scenes where the flexibility of electronic timing allows you to do things today that weren’t possible in film labs. You have the ability to take a small area in a frame today and improve the exposure on just a face without changing the overall look of the scene. You can correct scratches and dings in the negative you couldn’t deal with before.

ICG: How do you think all of the new technology has affected the art form for cinematographers? Do the new tools make you more creative?

BUTLER: No. It’s just a different way to do it. Sometimes you look at scenes that were filmed many years ago when films and lenses were very slow, and you wonder how they did it. The truth is that the early cinematographer 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. That is the key.

ICG: So you don’t buy into the notion that digital cameras free you from lighting?

BUTLER: That’s simply not true. The marketing by some manufacturers says that you don’t have to light. You can just walk in and shoot. That’s a great misunderstanding about what cinematographers do. Your greatest contribution as a director of photography is your ability to light the set so that it looks the way you want it to look on film, and that doesn’t happen by accident. That doesn’t mean there aren’t happy accidents. Who hasn’t had that experience? But it doesn’t happen every minute of every day. You have to create and balance light to tell the stories you want to tell.

ICG: Why do you think after all these years, 110 years of movies, so many people still don’t understand what a cinematographer does? Why is it so mysterious?

BUTLER: The other side of that coin is why should they know? Why should the public understand what we do? Most people don’t understand what makes a car work. That doesn’t mean that they don’t appreciate what a beautiful car looks like or how it performs. The truth is that it is difficult for cinematographers to explain what we do, because most of it goes unnoticed, as if it happened automatically. I think every cinematographer who is shooting major motion pictures today is an artist whose contributions are not understood, and are only partially appreciated.

ICG: Isn’t there some danger in that? You were on a panel that I moderated recently at a conference in Santa Barbara where someone from one digital camera company told the audience that high-definition monitors allow producers to catch mistakes without having to wait a day to see film dailies. A guy from another digital camera company said time can be saved during production by doing all the creative lighting in postproduction.

BUTLER: It behooves cinematographers to try to sound their own horn a little, especially with the onslaught of the marketing of electronic cameras. 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. I have always been open to new ways of doing things. I’m as excited as anybody else about the possibilities of electronic cameras. What I am against is the people who are selling the idea that you no longer have to be an artist to make great pictures. 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.

ICG: The right light is an interesting notion. Did you read the story in the Los Angeles Times about the movie Tadpole, where the director shot the movie himself without lighting? He said that lighting gets in the way of the director’s relationship with the actors.

BUTLER: I haven’t read that article, but there are many people who see digital cameras as their opportunity to make movies by themselves. A few of them have even been successful at some level. But that is different than making films with the collaboration of great artists, including hairdressers, wardrobe and make-ups artists. Great actors understand that how we light and compose the pictures helps their performances. Many times what we do is so subtle that it is only noticed on a subconscious level. On Frailty, I always had a net behind the lens. It was a very thin, lightweight fabric made from a piece of stocking. I get it in London. 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 rendered a look that is difficult to explain with words. The idea that anybody can pick up a camera and shoot a story as one-man band—I’m not saying it can’t happen—I’m saying that it’s like winning the lottery. Don’t expect it to happen any more often than lightning strikes.

ICG: How have you seen the role of cinematographers changing?

BUTLER: The role of the cinematographer is constantly changing. The great cinematographers of the past had to do most special effects in the camera. Today, most of those effects are done in postproduction. But, we better understand how it works and keep some control, because just about anything can be changed with computers. You have to know before you start shooting what you might want to add or accent with a computer later. You can’t ignore it, so use it.

ICG: In your 1997 film Anaconda, there were important scenes where a computer-animated snake was composited with your shots. What was your level of involvement?

BUTLER: It was very complicated. They were trying to match our lighting in CGI. There was someone with us while we were shooting. They were taking pictures and making a record of our lighting so it was consistent with the digital character they created and composited into our shots. I had control of the final timing. It is important for cinematographers to understand what the CG artists need, so you can help to ensure a consistent and realistic look.

ICG: What advice do you have for students and others at the beginning of their career?

BUTLER: In hindsight, I probably should have studied art rather than physics, but the truth is that it’s difficult for a young person to know what they are going to be good at doing and which path to take. Directing or shooting films sounds exciting, but it is hard to know if it should be your life’s work until you try doing it for a while. My career should be a striking example. I didn’t decide to begin shooting film until I was about 40 years old. My advice is that once you think you know what you want to do, be persistent and keep believing in yourself.       

ICG: Do you think that you have to be born with a talent for filmmaking, or is it something you can learn from experience—or both?

BUTLER: I’ve have had producers tell me they would give anything if they could only do what I was doing. Some of those same people were great at making money or producing films. That was their talent. It takes experience to be a cinematographer, a director or anything else. You learn something on every project that experience helps you on the next one. But, I also think you have to be born with a talent for this work. I’ve always been a daydreamer. I used to be chastised for daydreaming when I was a student. I sat around and daydreamed all the time. 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.

ICG: Do you have any other advice for newer filmmakers?

BUTLER: There’s more to being a cinematographer than getting the right exposure, though that’s where it begins. You can talk the talk, but unless you can deliver, you won’t last long. You don’t have any room for error. You can’t do good work in a vacuum. I’ve always had great crews. I try to treat my camera crew, grip and gaffer—the people who are directly responsible to me—with great respect. I pick them because they are talented in spite of the fact that they get very little credit for it. They get paid a good salary, hopefully, but they get very little thanks, except from the cinematographer. I appreciate what they do. They make me look good. The truth is that I enjoy running the crew, probably as much as anything else that happens on the set. If you’re going to run a crew, you have to know everything they know and how to do every job or at least have a really good instinct for it.

ICG: Are movies and television just entertainment or do they also inform us?

BUTLER: Of course they are much more than entertainment. They are also an education that most people don’t know they’re getting. Some of it is great and some of it is not so great. Fortunately, most of the movies made in Hollywood have had a saving grace. There is usually a moral to the stories we tell. Even movies with tragic endings may be trying to tell us something. It’s a kind of education that perhaps you don’t get in other ways. We watch movies and television because they entertain us, but at the same time we are learning things from films, from how to kiss right, to what clothes and music we like, and who are the good guys and evil-doers.