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Frailty:
Bill Butler, ASC Guides Audience Bill Butler, ASC describes Frailty as a Southern Gothic thriller that explores the thin line separating sanity from delusion. It is the type of film Alfred Hitchcock might have made. The story takes the audience on a scary journey to a surprising destination without resorting to gratuitous gore. It opens with Fenton Meiks (Matthew McConaughey) telling FBI agent Wesley Doyle (Powers Boothe) that his own brother is "God's Hands," an illusive serial killer. He offers to show Doyle where the bodies are buried. The journey begins with the two of them driving to the small Texas town where Meiks and his brother Adam were raised by their father. They are traveling on a dark road on a rainy night. Boothe is at the wheel and Meiks is handcuffed and sitting in the back seat. A metal grille separates them. While they are talking, Meiks spins a frightening yarn illustrated with flashbacks of boyhood memories. He tells Doyle that serial murder runs in his family. He says it began after his father was visited by an angel who revealed that God wanted him to eliminate certain evil people. Bill Paxton, who also directed Frailty, plays the father. It was his first turn at the helm. Conversely, Butler, who has compiled some 70 narrative credits, estimates that this was around his 20th collaboration with a first-time director. Butler has followed an unusual career path. He studied electronics at the University of Iowa. After graduation Butler helped design and install the first TV production studios at WGN, in Chicago, where he earned a local Emmy for electronic cinematography. His first film was a documentary in collaboration with Billy Friedkin while they were both at the dawn of their careers. Friedkin encouraged Butler to move to Los Angeles and try his hand at narrative filmmaking. One of Butler's initial efforts was Francis Ford Coppola's first narrative film, The Rain People. His eclectic body of work includes Jaws, Rocky II, III and IV, Stripes, Grease, Biloxi Blues, Flipper and Anaconda. Butler earned an Emmy for the telefilm A Streetcar Named Desire and Raid on Entebbe, and shared an Oscar nomination with Haskell Wexler, ASC for One Flew Over the Cuckcoo's Nest. "The script for Frailty didn't appeal to me at first, but I changed my mind after talking with Bill (Paxton)," Butler says. "I was fascinated with his approach to telling the story, and especially liked the fact that he didn't intend to scare people just for the sake of frightening them. He planned to tell it as a straight story and let the audience discover the truth. There are only the slimmest of clues in dialog, performances and camerawork." There was a quick decision to frame Frailty in Academy aperture (1.85:1 aspect ratio). Butler explains that the film is a character-driven story that mainly revolves around the interactions between the Meiks family and Doyle. He and Paxton wanted to pull the audience into their characters' world and make it feel slightly claustrophobic. "Bill wanted everyone's ideas and that made working on this picture a lot of fun," Butler says. "Our visual references included pictures in books and an artist whose work Bill liked. This is probably my darkest film." Frailty was produced at practical locations in and around Los Angeles and on stages in Sun Valley, California, during a busy six-week shooting schedule. Butler and Paxton wanted an ordinary, small-town look where the two kids are being raised by their father. Locations included a school, streets in a small town, the exterior of the boys' home, a barn in the countryside and Huntington Gardens in Pasadena. Butler estimates that about half of the story occurs at night. There are also very low-key daytime interiors staged in the house. At night, moonlight was created with fluorescents diffused with cloth grids in a couple of different thicknesses to cut the light so it didn't get on the walls. Butler also collaborated with production designer Nelson Coates who provided practical sources, including the slight glare of light from a well-placed TV set and niches where he could hide small units for patches of fill. "I try to bring my own ideas to every film," says Butler. "Darkness was proper in this picture because so many scenes take place at night. There are scenes with people walking around the rose garden at night burying bodies and also putting them in the cellar. For consistency in the look and mood, we lit daytime scenes in the house in low-key light and created a lot of contrast because it fit the mood and story." Scenes inside the house and car were filmed on a stage. Butler suggested using "poor man's process photography" for the compelling scenes where Doyle and Meiks are talking inside the moving car. He explains that "poor man's process photography" is an almost forgotten technique designed to create the illusion that a static vehicle is moving through an environment. "I like it because it gives the actors and director a lot of freedom," Butler explains. "You're not stuffing the sound man into the trunk or trying to shoot from an insert car. We began the sequence in rain we created outside of FBI headquarters as they got into the car and started to drive. That established the setting. From there on, we were filming on a stage. We created the illusion that the car was passing streetlamps, headlights and other sources by moving the lights. We also blew streaks of rain sideways across the windows to reinforce the impression that the car was moving." Sometimes there are two-shots of both characters, but Butler mainly framed profiles of faces from interesting angles. Since they were on a stage, he could shoot through an open car window with the camera on a dolly. Sometimes he filmed McConaughey behind the grille. Other times they used a handheld grille in front of a light to cast a shadow on his face. Butler also created an ingenious illusion that headlights were approaching the back of the car. A grip dressed in black walked towards the back of the car carrying two flashlights taped to a block of wood covered with black tape. He aimed the two beams through the back window, which was streaked with falling rain. The transitions from present to past in the car are as smooth as silk. Butler panned off a profile onto a rain-streaked, dark window and the scene dissolved to images that complimented the memories Meiks was relating to Doyle. He explained that his father raised his sons after their mother died. Paxton's character worked in an automobile repair shop. There is a flashback where the boys are happily romping in a colorful and cheerful rose garden adjacent to the family home. Their house is behind a hedge next to the garden. They filmed this scene at Huntington Gardens on a bright, sunny day. The only prop was a gateway with sign on top saying this was the Meiks home. They used the gateway as a prop for a reverse shot looking out on a small town to establish the setting. In another flashback the father is working in the shop beneath a car. The scene morphs into CG images of a cathedral, and an angel carrying a flaming sword. The angel is swooping down towards the father. It looks like a Biblical drawing. "It's a very brief encounter that puts the audience inside the father's head, so they can see what he is experiencing," Butler says. "It's a striking vision." The flashbacks incorporate a very subtle, different look than the scenes staged in present time. There is a little more texture like it was recorded on a somewhat grainier film from an early time. Butler and Paxton agreed that a more obvious differentiation of present and past would be distracting. They leave it up to the audience to decide if the boys' father is delusional. The father bursts into the boys' bedroom at night. He wakes them up and excitedly tells them that an angel told him God wants him to eliminate evil people. As the story evolves, Meiks reveals more details about his father. "He comes across as a great father who loves his kids," Butler says. "He tells them he is eliminating evil entities on the orders of God. In one scene, the older boy tries to tell the police but he loses his nerve and runs away when an officer comes to the door." There's a daylight flashback where the father is driving. He sees a barn in the sunlight and believes it's a message from God. He parks his car and walks around the barn. Butler is stationed inside the dark interior where beams of sunlight are pouring through holes in the wall. His crew stirs up the dust on the floor. The wind carries it into the air where it is painted by the beams of sunlight. Butler pans with Paxton walking around the side of the barn. His body interrupts beams of sunlight coming through the wall. Butler frames a close-up of the father standing in the doorway after he walks around the edge of the barn. Then Butler shoots a reverse close-up of from the father's point-of-view. He sees an ax sticking in a wall, a long, lead pile and a pair of gloves. It's a revelation. The father believes God has led him to discover tools for the killings. "That was a case of seeing an opportunity and going for it," Butler says. "The barn was near Bakersfield. There was nothing around it. I saw the sunlight pouring into the barn, showed it to Bill (Paxton) and explained what I wanted to do. We had to shoot it while the sun was in the right place. He said go for it. "There are 1,000 things you can do visually. You can use colors or desaturate images. You can add more contrast or skew the angle of photography, but that is like shouting at the audience, and this story called for much more visual subtlety." In one flashback, Paxton comes into the kitchen and you see him silhouetted against a window. He walks to the sink and sunlight hits his face. Then, he steps away and into a complete silhouette in front of the window. He looks in another direction and the light from a window catches his face. He moves in and out of the light. In another scene, the father is watching television with one of the boys and the other one comes into the kitchen. He looks into the other room, but it is so dark he can't see anything until the father moves and he's partially silhouetted. "There was a good reason why he's sitting there in the dark," Butler says. "He's waiting for his son to walk in and wants surprise him. You can't tell he's there until there's a hint of movement. You don't have to see the character's face all the time." There is a chilling scene where one of the boys is in a big hole that he is digging which is destined to hold bodies. Butler puts the camera on a crane beneath ground level. There is a noise. The crane gradually rises out of the hole, and from the boy's perspective the camera reveals that someone is approaching. There is another flashback lensed with a Steadicam where one of the kids is scared. He's running down a road at night looking for someone he can tell what is happening. The camera shows the road and the canopy of trees from his point-of-view. Paxton thought it would be a great idea to get the camera under the boy's feet, so Butler got a big piece of Plexiglas. He had the boy run over the Plexiglas with the camera under it, looking up. The shot captures his feelings of desperation and fear. "We mainly used one camera, a Platinum Panaflex, with a combination of Primo prime and zoom lenses," says Butler. "There were a few exceptions where we wanted coverage from different angles. The second camera was a Golden Panaflex." "The beautiful fast films today can see what the eye can see," Butler says. He chose the Kodak Vision 500T color negative film, which "is fast enough with better image quality than the 800-speed film." Butler also used the Eastman EXR 50 and Kodak Vision 250-speed daylight-balanced stocks to record daytime exteriors and interiors. He always had a net behind the lens. It's a very thin, lightweight fabric, a piece of a stocking. "You barely know it's there," he says. "It bends the light and creates a softening affect. I get it in London. I liked the way it worked with the contrast in lighting we were creating. It renders a different look that is hard to explain with words." The tension is building as Doyle and Meiks arrive at the old family home. The house has burned down. They walk through a hedge, and are in the rose garden which is now badly dilapidated. They filmed these scenes in the remains of an old garden in Malibu Canyon. There was a house next to the garden. Butler had to figure out how to work around it as though it wasn't there. "We were covering big areas from different directions, all in one night, so planning was essential," Butler says. "We pre-set lights on a couple of Condor cranes on opposite sides of the garden. We turned them on and off based on the direction we were shooting. That was a lot quicker than using one crane and stopping production while we moved every time that we changed directions for a reverse shot. "My gaffer (John 'Fest' Sandau) also hung some China Balls in trees in the garden to put little soft glowing light in darker areas," he says. "We also used ground misters -- copper tubes with small holes in them. You force water into the pipes under very high pressure. The moisture comes out of tiny openings and turns immediately into a mist or vapor. Instead of shooting into blackness, there is a gray fog, and you see silhouettes when someone is in front of it. It was a pragmatic way to shoot at night and ground fog is very believable for the scenes we were shooting." Butler used a Steadicam as the two men walk through the rose garden to allow the audience to experience the scene from the characters' point of view. "We followed them and go down to their feet as they step over a statue that has fallen to the ground," Butler recounts. "There's a cherub with a white marble face. We panned down to it and come up back to the rose garden. There's a flashback to an earlier time when the two kids are in the garden burying their father. They are holding a lantern and digging a hole. There is very little style to the lighting, other than it realistic." The front-end lab was FotoKem. Butler says his relationship with the dailies timer was essential, because he was shooting so much on the edge of darkness. "The visual style on every film I've ever done evolves and this was no different," he says. "You do your tests for makeup and hair and make a plan. After the first week of shooting you better have it down. There are always compromises between what you would love to do and what is practical and possible on every picture. You don't make a film by yourself. You may have a lot of ideas, but they are never going to happen without the director, production designer and so many other people. It's like being on a football team. Everybody has to be working together. A famous director once told me that everybody just has one job to do, and if they do it, we'll all be successful."
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