ON FILM Q & A with Bill Butler, ASC

Bill Butler, ASC studied electronics at the Iowa State University, and began his career helping to set up a local television station, WGN-TV, in Chicago. He won an Emmy for electronic photography before segueing into shooting film documentaries for two Chicago TV stations with William Friedkin who became a seminal Hollywood director. After winning several awards at festivals, Butler teamed up with Francis Ford Coppola to shoot his first narrative film, The Rain People. His eclectic list of narrative credits range from Jaws, The Conversation, Lipstick, Grease, Stripes, Rocky II, II and IV, Flipper and Biloxi Blues. Butler also earned Emmy Awards for Raid on Entebbe and A Streetcar Named Desire. Overall, he has compiled nearly 70 narrative film credits. Following are excerpts of an interview:

QUESTION: Do you think of cinematography as an art or a craft?

BUTLER: As a child in school, my imagination often took flights of fancy. I was scolded often and brought back to reality. I grew up and never stopped daydreaming. The only difference is now I get paid for it. The ability to fantasize images that do not exist in the real world is an art that allows cinematographers to create a kind of reality that can be shared with others. It begins with an ability to pre-visualize images which tell stories. The cinematographer then chooses the right light and coaxes it through the right glass (lens), so it can strike silver halide particles that release color dyes in just the right amount. That work of art can become part of our universal psyche. I’ll give you an example. Jaws was a pure fantasy film, though many people remember it as if it really happened. The impact was so great that the film was placed in a time capsule to be opened in 200 years. When they open that time capsule, this fantasy will be experienced again as if it were true. Those images we dream up take on a life of their own on film.

QUESTION: Where are you originally from?

BUTLER: I was born in Colorado. My father built a log cabin and we had settled on 640 acres of land. When the depression hit, my family came back to their original home in the Midwest because my grandparents lived around Lincoln in the Southern part of Illinois. We ended up in Mt. Pleasant, Iowa, where my mother worked as a nurse at a mental institution.

QUESTION: Where did you go to school?

BUTLER: I had the good luck of going to the State University of Iowa when three guys from Mississippi were there building the first all electronic camera. The camera started out as a spinning disk with holes in it. It worked, but it was a huge monster. I was studying electronics and was fascinated by it. I would take the regular courses study in the daytime and at night, I would learn about television from these three guys.

QUESTION: What did you do after graduation?

BUTLER: I went to Chicago, and I worked there for about four years at a radio station as an engineer. That was a night job. During the day, I helped to set up a TV station that was later sold to ABC. The guy who I worked with at the TV station got hired to build WGN-TV, in Cicago, and I went to work with him. I was an engineer, and then I got a chance to operate live video cameras.

QUESTION: What was it like?

BUTLER: When I was first doing television, it was all staged. I was doing commercials and it was getting boring because it looked like plays, so I was always trying to do different things. Once I took the lens off and put a coffee cup with a hole poked in it on the camera. I got fired about four times for this silliness, but they always brought me back. Once I brought in a seamless background and put it up. Then, I surrounded the set with fluorescent lights on stands. There wasn't a shadow anywhere. It was totally like floating in space. That technique spread like wildfire. The very next day, commercial people in New York were on the phone. It became a universal way to do live TV. It was fun because everything you did was new. We had our hearts and souls in it. Billy Friedkin was kind of the wunderkind at WGN. I worked with him a lot.

QUESTION: How did you get to do your first documentaries with him?           

BUTLER: He came out of high school and became a director at WGN. He was self-taught. He read a lot of books and had total recall, so everything he put in his head stayed there. He was brilliant, and we got to do a lot of interesting things together. We tried a lot of new techniques. Once we did a music show with two hot sets in different studios, and we kept switching from a camera on one stage to a camera on the other stage every 10 seconds. When we didn't cut at that rhythm, that would affect people emotionally because it broke the rhythm.

QUESTION: When did you do your first documentary with him?

BUTLER: We did several things gratis for the Chicago Academy on our days off, as many other people did. A group of religious organizations in Chicago formed a kind of coalition for taking care of teenagers who were in hospitals and even jails. They decided they wanted to do a film about their work. They asked Billy and myself if $500 would be enough to shoot a documentary about what they were doing. Neither of us had ever shot a documentary before, but we said, yes. We took the $500 and bought film, rented cameras and all the things we needed. We put a story together out of their files about teenagers they had helped through some difficult times. In the process, we showed what was going on in the hospitals and in the jails. When we were in the jail, we met Paul Crump and eventually did another documentary about him. We pretty much made that first documentary on our own time. Suddenly, the institution realized that we had spent about $2,000 just on rental equipment. We had a big meeting and explained that $500 didn't really make it. It was going to take about $2,500. Billy Friedkin, being the sharp individual that he is, said, ‘We’ll, just take it over to the TV station and they'll play it and give us $2,000.’ That documentary was shown on WGN station and eventually all over the United States as a public service film. It won first place at the San Francisco Film Festival. We thought the station would surely ask us to do more, but management said, ‘Don't you dare do another even on your own time.’ Of course, we immediately set out to do another film. That one was about Paul Crump who we had met in jail.

QUESTION: How did you get that film made?

BUTLER: We did it on our own on days off and evenings, and eventually the company found out what we were doing. We left WGN and were hired by the ABC station. They gave us carte blanche to finish the film, which we did. We made the second half of the film from Crump’s point of view, so it showed what the court records said happened versus what Crump said happened. The day before they are going to execute him, we were still editing. That night, it went to the governor in the rough-cut stage, and the next morning he called off the execution. A little piece of 16 mm film saved his life. I remember thinking, ‘My God, film has this kind of power?’ That little 16 mm film saved someone's life. It was probably the first docu-drama.

QUESTION: That's really interesting; did you and he then do documentaries at ABC?

BUTLER: Yes. ABC handed us a really terrific deal. We could spend whatever it took and no one to tell us what to shoot. Now this may sound funny, but when they hand you a deal like that there is tremendous pressure, because you're totally responsible for what you do.

QUESTION: So you learned on the job?

BUTLER: Yes, and that is literally true. On the next project we didn't know you had to synch up the sound, so we spent most of the time in postproduction putting the film together and running the sound back and forth trying to make it match. We also learned how to edit. We worked at ABC for about a year and did several very interesting pieces for them.

QUESTION: How did you know how what to do on those first documentaries?

BUTLER: It just comes off the tips of your fingers. You do it and you don’t know how. All of this knowledge is stacked up inside of you that you can't put your finger on what it is. You ask yourself, do I do a close-up or wide shot? Do I move the camera or do I stay still? That affects the rhythm of the film, and you're drawing on something you learned without realizing it.

QUESTION: How did you make the transition to Los Angeles.

BUTLER: What happened was that all our documentaries were winning awards. One of them won first place in Washington, D.C. and another in San Francisco. David Wolper had spotted both of us at the San Francisco festival, but he just needed someone to shoot openings and closings, and I didn't want to do that. Friedkin went to work for him and stayed on the West Coast, and I went back to Chicago. I continued to make documentaries. One was nominated for an Oscar. I really liked doing documentaries, because I thought it was work worth doing. Eventually, Francis (Ford) Coppola asked me to shoot The Rain People (1969).

QUESTION: How did that happen?

BUTLER: Bill Friedkin introduced me to him. Coppola was going to start shooting in New York, and come all the way across the country to the Midwest and then onto the West Coast. People were asking, ‘who is this kid from Chicago?’ The next year, I filmed a TV movie called A Clear and Present Danger and then I went to Australia and shot a film called Adam’s Woman, which was a period story about settling the penal colonies.

QUESTION: What happened next?

BUTLER: I worked on a lot of different things during that time, including some very interesting low budget shows and television films, including The Execution of Private Slovik (1974)because they were worth doing. I remember a miniseries called The Thorn Birds (1984). I was very proud of that film. I still move between TV and feature films.

QUESTION: How did you happen to shoot Jaws?

BUTLER: I had worked with Steven Spielberg at Universal in his pre-feature days. He was doing films for television, one-hour specials. I did two or three of those with him. We had worked together and we were friends. I had just finished a picture and happened to meet him in the parking lot at Universal. I said ‘I hear you are going to do a show about a fish.” We joked about that a little bit, and then he asked me to come in and see him the next day. We talked about Jaws. He had certain requirements, like can you do day for night photography on water? I said ‘sure,” but the truth was that I had never done it before, and it’s much more difficult technically on water because of the movement of the boat.

QUESTION: How did you know what to do?

BUTLER: In a way, Connie Hall (ASC) taught me.       I watched Hell in the Pacific, which he shot. He shot day for night scenes about five different ways. He shot one scene when the sky was stormy and it went dark on it's own. He just underexposed it, and it was marvelous and beautiful. When I got to Martha's Vineyard the first day, I saw the same situation develop off in the distance as we were shooting. They have Northeasters there. The sky got dark, and I just turned the camera around and I shot it, underexposing the proper amount, and sent it to the lab.

QUESTION: Did you or anybody else realize when you were shooting Jaws that it was going to be a mega-hit and a classic film?

BUTLER: I think people had a feeling some magic was happening. They sent us to Martha's Vineyard before the shark was ready. We shot all the stuff on land right on schedule, but when we had to go to the ocean, the shark still wasn’t ready. At the time, Universal (studios) did not let you run over, not even a day. If you ran over a day, there was somebody there on the second day. If you ran over the second day, there was probably somebody else sitting in the director's chair. But, we were sending them marvelous footage and the producers were very supportive of the film and Steven. We were doing a lot of things that were new and original. We had a Panavision camera, which at the time had just been made lighter and sound-proof in a very small package. It meant that we could handhold the camera very easily. When I was talking to Steven on the lot at Universal, I told him I wanted to handhold the camera. I had found out on my own while shooting other stuff on the ocean that I could take the bounce out of the camera with my knees onboard ship. When he heard handheld, he said ‘no way. I absolutely want it on a tripod. I want it solid.” I told him when we got to Martha's Vineyard that I would show him what I meant and left it at that. When we got there, I showed him how I could hold it onboard ship and take the bounce out of the camera—not using a gimbal, which is this huge device that they had been using on sea pictures for years. Steven, being a creative person, took advantage of it, and we shot probably 90-percent of the ocean footage that way. In addition to that I had them make something they didn't have before—a huge waterbox that Panavison has rented ever since. The waterbox let us put the camera down at water level. The big advantage is that psychologically, you're asking, ‘What's right below the water? Is that shark right there?’ It had a psychological effect by taking that viewpoint. It also allowed us to dip down below the water and see the kids’ legs and that made the audience think, “that must look good to a shark. It looks like dinner time.” There were a lot of ways in which we could use the camera with that device that had never been done before. I made special rafts that we could get on, and special devices for the water, so we could get the camera there and use it a way no one had.

QUESTION: Do you think your documentary experience helped with that perspective?

BUTLER: Oh, absolutely. I was one of those guys during the ‘70s who got to work with exciting young directors. We didn't know what we were doing, so we and brought that kind of attitude towards feature filmmaking. That's what brought about a lot of things that happened on Jaws. At the time we got very little credit for it because no one could understand that kind of success. We were very inventive. Steven had the ability to take advantage of any new idea. He was very open and brilliant. If you work with someone like that—and I had the good fortune in those days to work with brilliant people like Spielberg, Coppola, Milos Foreman, and Michael Nichols and others —you can feed them good ideas and they know what to do with them.

QUESTION: So, you came to Hollywood at a really interesting time?

BUTLER: Yes. It was a perfect time for me. It was a merging of a lot of film styles that up until then had been very staid, very straightforward. There were certain rules you didn't break, except I was one of those people that came to break all the rules.

QUESTION: How does that happen? Is it instinctive?

BUTLER: Yeah, the mind runs around and finds information in curious ways. Suddenly you know, you're doing things that are right for the moment because you had experiences years and years before that had nothing to do with what you're doing today – except that it does.

QUESTION: Why did the Rocky films have such a visceral affect on audiences?

BUTLER: If you believe that any odds can be overcome by working and fighting hard enough, Rocky has a special meaning for you. The energy from (Sylvester) Stallone comes right off the screen. He knew exactly what he wanted, and it was my job to give it to him. The crowds at the fight scenes were marvelously responsive. They just acted as though they were real fights. As carefully as we planned, there were times when we expected to pan left and something unexpected happened and we needed to go to the right or zoom instead. When an actor slipped, we caught the expression of surprise on his face.

QUESTION: Is cinematography a talent that you're born with, a skill you learn, or both?

BUTLER: I think you have to be born with the ability to visualize. As a child, I spent a lot of time looking out of the window in school when I should have been looking at the books. I got scolded for it many times. I grew up and yet I still do it. I still fantasize, more than I think an average person would dare to do. Out of that kind of daydreaming, you end up making images that take on a kind of reality of their own. Movies have influenced how we make love, what we wear, how we eat, how we walk, how we talk, and how we act in everyday life. You have to be able to walk across the bridge into this imaginary world and be able to walk back. One of the tricks is that you have to know how to handle light. You must have a feeling for different kinds of light. Where do you get that knowledge? You have to know film like the back of your hand. That’s a skill among others that you have to learn.

QUESTION: You’ve worked with so many extraordinary directors. Are there any common denominators for what makes them exceptional?

BUTLER: Many of the directors I've worked with are at the level of genius. They all have a certain kind of organizational ability; the ability to talk the talk and walk the walk that gets them the job in the first place. Some of them are extraordinarily creative people. I know it's going to be my job to try and interpret and get on the same page with what they're thinking.

QUESTION: So a cinematographer has to find that key that unlocks the director's mind?

BUTLER: On The Rain People, we were traveling a lot and I’d ride in the car with him (Copolla) for hours and hours—just listening to him to talk. We were not necessarily talking about the film that we were shooting. I would try to absorb his personality and try to think about what is he thinking about and where is his head going? What is it he's trying to do here in this particular story? You have to start there and then kind of feel where he's going with it and pretty soon you're a chameleon. You take on his colors. That is such a major part of any film.    

QUESTION: What about Rocky and working with (Sylvester) Stallone as the director?

BUTLER: I had fun every time. I’ve often watched those movies with audiences. I couldn't believe how they reacted. He hit a cord and that's part of understanding him. That's part of the reason why I like him and understand him in ways that perhaps other people don't. He's really easy to work with, but you can't take anything for granted. You have to really know what you're doing. I don't know how else to put it.

QUESTION: And how about Coppola?

BUTLER:. Let me give you an example. I was shooting The Conversation with him. There was a scene in a room in a small apartment. A guy comes in through the front door, and we're panning with him. As he comes in, Francis says, ‘Let him go.’ So I just held the camera as he walks off. We hold, and we hold, and we hold, and everybody in the audience is getting uneasy. Where did he go? What did he do? (whispers) ‘Now pan.’ I pan over and there he is sitting on the sofa. He's depressed but the strength of that is 10 times what it would have been had we just panned over with him as he sat down. It was amplified because everybody is saying, ‘show me, show me what happened.’ You stay long enough until they get a little uneasy and then you come over and show them. It has strength and it has power.

QUESTION: Does it ever bother you that the critics, even the audience, don't really know that a cinematographer does the things you described?

BUTLER: Yes. It is sad, but it is not just the cinematographer who’s overlooked. There are people from hair, makeup and wardrobe who have done marvelous things that never get mentioned. I’m not complaining, because there are a lot of people who have been very kind to me. I'm not the star of the picture. A great reality came to me in Chicago once when I was doing live television before I ever shot any film. The people in Chicago decided to give me an Emmy. There were seven Emmys given out that year and they asked us all to come backstage afterwards. They wanted to take all our pictures. They got all of the personalities in front of the camera and asked me to step aside. I suddenly realized they don't want my picture.

QUESTION: What about all the new technology? Does it change the art of filmmaking?

BUTLER: It changes what you're able to do and how you do it. It can be something as simple as a new crane that goes way up in the air and allows you to see things from a different place. I might choose to do that because I've got a new tool to do it. The more tools you've got, the more things you can dream up.  

QUESTION: So you've got to be willing to take chances?

BUTLER: The basic truth is that you aren’t always in control. It’s like trying to lasso and tame a wild horse. There’s an element of unpredictability. The variables are infinite. You have to be willing to take chances. You learn more from your mistakes than what you do right.

QUESTION: It's a very lonely job to be a cinematographer?

BUTLER: Oh, sure it is. They bring you in and say okay, show us something. They are counting on you. I’ve spoken about working with some of the great directors, but I’ve also made films with more than 15 first-time directors. I've also had like eight pictures go over $100 million, and three were with first-time directors.

QUESTION: What do you tell young filmmakers when they ask about the future?

BUTLER: I tell them to try not to worry too much and to take some chances. When I was mid-career, I left a safe job in television, where I was winning awards and doing pretty much whatever I wanted to do. I received every kind of resistance you can imagine, but I never gave up. I tell film students that if you don't have the drive and dedication to keep trying do something else. But, if you believe in yourself, it can be a wonderful life.