Heaven Can Wait – William Fraker remakes a classic film
By Bob Fisher

This article originally appeared in International Photographer magazine

William A. Fraker, ASC earned an Oscar nomination for his poetic rendering of Heaven Can Wait in 1978. It was a remake of a 1941 vintage film called Here Comes Mr. Jordan, which earned an Oscar nomination for Joseph Walker, ASC. Both movies were based on a 1930s play by Harry Segall called Heaven Can Wait.

In Here Comes Mr. Jordan, Joe Pendleton, played by Robert Montgomery, is a boxer slated to contend for the heavyweight championship. An overzealous guide from heaven prematurely brings Pendleton to the pearly gates following an accident he was supposed to survive. Pendleton is given a chance to fulfill his destiny when he’s sent back to Earth and given a new life as a millionaire playboy. He is guided by Mr. Jordan (Claude Rains) a senior executive from heaven. Evelyn Keyes portrays the girl he falls in love with.

In the re-make photographed by Fraker, Joe Pendleton is a quarterback headed to the Super Bowl when he’s accidentally ushered to heaven by an errant angel. Pendleton is played by Warren Beatty, who also co-directed the film. Julie Christie is the girl who makes his life right.

Which brings us to Richard Crudo, ASC, who photographed the third iteration of Segall’s play. The remake is called Down to Earth. This time the hero is named Lance Barton and he is a struggling comic from Brooklyn. Chris Rock is cast in the lead role. His character, like Joe Pendleton, is accidentally ushered to heaven ahead of his time. He returns to Earth as a rich man whose wife and her lover are plotting to kill him.

It was Crudo’s second outing with co-directors Chris and Paul Weitz. Their first collaboration was American Pie. Down to Earth was co-produced by 3 Arts Entertainment and Alphaville Films for distribution by Paramount Pictures.

In all it was a 45-day shoot, including 20 days spent in New York City. The script called for a springtime setting with blossoms and greenery on the trees in Central Park and other exteriors on the streets of the city. An important part of Crudo’s preparation was watching the DVD of Heaven Can Wait and then conferring with Fraker.

“It’s always been one of my favorite films,” he says. “What Bill Fraker did was positively masterful. Joe Walker’s work in Here Comes Mr. Jordan is classic black and white work. It's luminous and absolutely magical but Bill Fraker's version is still contemporary. It is masterful use of hard light. I felt like he was looking over my shoulder on every setup and that I had an imposing standard to meet.”

In Fraker’s version heaven is a classic image created with mist rising off dry ice with a white cyc background. It’s as if they are floating in a cloud. The Weitz brothers envisioned something more stylized and edgy for Down to Earth. Crudo describes it as a 1950s nightclub environment. He says the big question was how to differentiate it from the rest of the movie. About seven minutes of story takes place in heaven.

The set was about 150 feet long by about 75 feet wide with a 40-foot high ceiling. It was dressed as a nightclub with white walls. “White walls are not the first thing that comes to mind when you think of a nightclub,” he notes, “but it was a practical location and we couldn’t repaint the walls. After testing, I decided to make the background kind of bluish by using gels on the fixtures. The foreground is slightly warm using light and filters to get that effect."

Crudo explains, “We shot a lot of tests with the materials that Paul Peters (production designer) wanted to use and also some of the wardrobe (Debrae Little). There were 300 extras on the set and a lot of things going on. It was a busy environment. I shot the entire movie with the (Kodak) Vision (5277) 320-speed film. For Heaven only, I had a number one Tiffen hite ProMist filter on the lens that softened the texture enough to separate it from the scenes on Earth. It's not jarring, but it’s enough for the audience to sense a difference.”

Crudo decided to use only one type of negative for a consistent look. He chose 5277 after shooting a series of tests with the sun directly overhead on a clear day with snow and foliage in the background, and some buildings casting very deep dark shadows.

Crudo says the dailies accurately matched what he had seen on the set with his eyes, especially with regard to details in the darkest shadows and brightest highlights. He observes, “You can make 5277 look almost any way you want it to depending on how you expose and light it. It's virtually grain-free and the blacks are very potent.”

The camera package from Panavision consisted of two Panaflex G2 bodies with a matching set of Ultra-speed and Super-speed Panavision lenses that Crudo has assembled and used on a couple of films. He wanted the 25-year-old lenses for this story's look because “they have a different quality than the Primos that’s hard to describe. It's a sort of roundness that records images that are pleasing to my eye. I think it’s a mistake to assume that newer lenses are better for everything.”

Crudo did switch the standard eyepiece on the Gold 2s for one lifted from the Panastar camera. “It's just a bit truer and brighter,” he says.

The story on Earth is mainly motivated by light coming from visible sources like windows and lamps. Crudo says his overall lighting approach on this film is just slightly brighter than might be considered his normal taste but there are times when it's a little subdued, like in the scenes set in the wings and backstage area of New York’s Apollo Theater. In this setting, Barton is performing and most of the action takes place on and about the stage.

“Foe scenes where Lance is performing on stage, we replaced, we replaced the house lights with our own fixtures,” Crudo says. “The overall level of light had to be sufficient enough to get an exposure, plus I wanted to add a little bit of back and rim light here and there for some contrast. Out in the house, the audience was somewhat mixed but it was primarily made up of black faces. The light needed to fall off somewhat here but creating the effect of darkness doesn’t mean that you shoot without light. You have to light something to make it seem dark and we wanted to read some details on faces because the audience’s reactions are important.”

There are a number of digital effects shots. Crudo exposed those elements on the same stock with his regular crew using one of the Gold 2 cameras. He explains that at any given moment there were no more than 500 people in the 1,500-seat Apollo Theater. He had one of the Gold 2 cameras on a motion control rig. The film was digitized and the crowd was replicated to create the effect that the theatre was jammed to the rafters.

There are also a few green screen shots used to create the illusion of infinity in the background of the heaven set. Crudo explains that Rock and the other actors are in the foreground on both wide and tighter shots with dialog. A in the case when doing green screen photography, the main challenge here was to keep the foreground lighting consistent and spill off of the green screen background free of any spill. The negative was converted to digital format and composited with a CG background.

“We had talked early on about shooting in anamorphic format but decided to frame the story in 1.85:1 (Academy standard aspect ratio). We felt it was more intimate,” Crudo continues. “Chris Rock has acted in a lot of films but he's never carried one like this before. He’s in the center of the action in almost every scene. We wanted to be as light on our feet and as quick and easy in our setups as possible in order to give him as much time as he needed. There’s a lot of Chris Rock in Lance Barton. He comes across as likeable and accessible. He’s got an open and endearing manner. We want the audience to relate with him. Regina King is his love interest and she had to look great.”

Crudo says that during testing, he found that King looked best with soft key light coming off of camera left. In situations where he knew he’d end up in single or over-the-shoulder coverage, Crudo often did a sort of “reverse blocking” in which he’d plot the lighting to serve regina’s close up and then work out the rest from there.

As the love story evolves, when Rock and King are in two-shots, Crudo used just enough backlight to create a hint of an aura or glow to suggest there is something magical or heavenly about their relationship. It goes through a couple of permutations.

Crudo explains, “At first, she doesn't really like him very much and there's a lot of resistance. As they get to know each other their relationship warms up until it starts to glow. The use of the backlight evolves. It was a big challenge for the actors to modulate those shifts in the relationship. Otherwise it just becomes kind of a one note.”

 “Chris has really interesting cheekbones, and his eyes just pick up light,” Crudo says. “Almost anywhere we put a light on Chris exposure wasn’t a problem because his skin is very reflective. We used as a fair amount of bounce light, mixed occasionally with direct light through some diffusion, depending primarily on the motivating sources but it's mainly a soft light movie. The trick here was to make the actors look good and let the romance play out as a key element in the story.”

The biggest technical challenge was weather while they were shooting in Central Park, Crudo says. It was April, and the weather was in state of constant flux. The sun would be bright in the morning and sleet fell in the afternoon.

“We only had a week and a half of shooting in Central Park, so we tried not to stop for anything,” he says. “We shot with two to three cameras from different angles, but continuity was always a challenge. We’d start a shot in a clearing in sunlight, and a few minutes later there was cloud cover and then it was raining. We tried to compose so the rain didn’t read by avoiding things like backlight and dark backgrounds. Chris and Paul are reasonable guys and they generally listened to my advice on issues like that. There were some unavoidable mismatches but as always you hope the strength of the story will carry the audience through.”

As they did on American Pie, the co-directors insisted on film dailies, and Crudo says Paramount Pictures and the producers were totally supportive. “They were cutting on an Avid (the editor is Priscilla Nedd-Friendly) but wanted to see dailies projected on a big screen every evening to help them keep their idea of the scope and scale of the movie fresh in their minds. Joe Violante at Technicolor Labs did a fabulous job with the front-end processing in New York and Deluxe Labs handled dailies for interior scenes done in Toronto.

“Camera and lighting were almost solely motivated by the actors' performances,” says Crudo. “There’s some very nice Steadicam work by Larry McConkey when we were on the streets of New York and in Central Park that captures the energy in those scenes. Mainly, what I tried to do is to somewhat follow the template established by Bill Fraker on Heaven Can Wait, if only to help me exceed myself. Though I am satisfied with our efforts, I’m not embarrassed to say that I didn’t even come close to what he achieved.”

Editor’s note: the following are excerpts of Fraker and Crudo comparing notes while Down to Earth was still in postproduction:

CRUDO: I saw Heaven Can Wait in the Avalon Theater on King's Highway in Brooklyn. I remember it vividly. The Weitz brothers first spoke with me about shooting this film when we still shooting American Pie. I thought it was a fabulous opportunity but a huge challenge. Believe me, I fell way short of matching what Bill achieved.

QUESTION: Bill, were you in kind of the same position? You were remaking Here Comes Mr. Jordan, photographed by a legend, Joe Walker.

FRAKER: I remember how impressed I was that they had shot Here Comes Mr. Jordan in 18 days in gorgeous black and white. I got a hold of the special effects man who created the heaven sequences in Here Comes Mr. Jordan and brought him out of retirement so he could help us recreate heaven. We used around 15,000 pounds of dry ice.

CRUDO: Where did you shoot the heaven scenes?

FRAKER: I believe it was in Stage 29 at Columbia in the old Gower Street lot.

CRUDO: The first thing Chris and Paul Weitz talked about to do heaven different than in your version but the basic template is almost the same.  

FRAKER: How did he get to heaven in your film?

CRUDO: Chris Rock's character is a stand-up comedian. He can't make a living and he can't make anybody laugh, although he keeps trying. He supports himself by being a bicycle messenger in Manhattan. He gets hit by a truck. It’s all done very cleanly and bloodlessly. Then suddenly, he sits up and he's in Heaven.

FRAKER: What was your budget?

CRUDO: It was close to $30 million.

QUESTION: Richard, why did they want a different heaven?

CRUDO: Chris and Paul saw heaven as having a low-key nightclub feeling with kind of a 1950s touch. I guess that’s how a character like Lance Barton would envision heaven. We decided to keep the background very cool and the foregrounds warm where the characters are in more normal light. I used a ton of Kino Flo fixtures that were gelled for a very soft blue. The cocktail tables are covered with a white silk cloth over a Plexiglas top. We then used China balls under the tables to get a nice warm glow. I think it’s a nice contrast against the blue backgrounds. I also used a number one White ProMist filter on the lens for the heaven sequences.

FRAKER: We created all of our own effects in camera. There really weren't that many. In the last scene, the two (Beatty and Mason) of them are walking across the football field at the Los Angeles Coliseum. We wanted the lights at the Coliseum to go dark as they were walking away from the camera. We did that by working with the Coliseum people and timing turning off the lights as they walked by. We shot the football sequences at halftime during a pre-season game between the Rams and the Chargers. The Coliseum was filled with 80,000 people. That meant everything we did had to be absolutely precise. During scouting, I decided we could get a shot on the 50 yard line with the camera right on the ground in the grass. Because of the curvature of the field, when we put the camera down, we only saw the actors from about the waist up. It was a very interesting effect that we discovered by doing it. The night we filmed the football scenes was unbelievable. We had five cameras. Our two teams came on the field at half-time and executed about six plays. Every one of them was perfect. Warren threw a 40-yard pass that was caught. We were on and off the field in 20 minutes. The crowd was standing and cheering, screaming and hollering. I’ve done a lot of movies with special effects but you can never create those emotions that are real. It was magic.

CRUDO: Did you have any problems matching or correcting the stadium lights?

FRAKER: No. We used a very soft color correction filter and Technicolor did the rest during timing. It’s great to have these new tools today but I think we did okay.

QUESTION: I know the two of you met before Richard started to shoot this film.

CRUDO: We met the week before I left town. I don’t think Bill took me seriously but I asked for his blessings. I felt I was remaking a classic film.      

QUESTION: You didn't have any particular questions?

CRUDO: I think I was in awe. One of the things I was interested in was how he keyed Julie Christie, because I don’t think she ever looked better.

FRAKER: She is gorgeous and that’s always a good beginning. We used two types of keys. We had soft light on Julie and hard light on Warren. The big problem was when they exchanged positions on the set, so we had to double key them. We were using one of the old Mole Richardson console dimmers. Our dimmer man, Tuffy, had a great eye. He could tell you if you were off by one inch. He’d lower and raise the dimmer level according to what he saw with his eyes, and he hit the exposure on the head all the time. I had worked with him years earlier on the Ozzie and Harriet Show. We also had a dolly grip that I had worked with on thatshow. He never put a mark on the floor for the dolly. He’d just ask, what lens we had on the camera and he’d hit the right spot every time. I also brought him out of retirement to do this film because Warren and the other actors wanted some freedom in the way they moved and where they turned.

CRUDO: How did you actually light Julie Christie? Was it a soft bounce?

FRAKER: Heavy diffusion from a hard source with just a little bounce. It was basically hard light with a lot less diffusion on Warren. We used a lot of Seniors and Juniors and very few Babies. It was a different style of lighting than today. We used a lot of different filters and diffusion to put a little bloom into the film to make it look a little bit more romantic. I think we needed 75 to 100 footcandles to get an exposure of 2.5 or 2.8 with a 100-speed film. But the people before me who were shooting in Technicolor needed 10 times more footcandles overall, with no shading, to get an exposure.

QUESTION: Richard, how about your lighting on your lead actress?

CRUDO: We did some tests with Regina (King) and it was clear that she looked best with soft light from off camera left. There were times when we had to do some switching on the board but I think it's pretty seamless. Sometimes on day exteriors it was a little tricky, so we used a lot of negative fill, bringing in some big Solids to take sunlight off her but not to the point where it becomes noticeable.

FRAKER: Lighting daylight exteriors is a real art. Most people don't realize how tricky it can be. That’s an art in itself. There are a lot of younger directors today who understandably haven’t had experience with the need to maintain visual continuity. You try to talk to those directors and bring them into your world. A good director will listen to you. There are also directors who figure it’s your problem. Somehow you’ll fix it.

CRUDO: My favorite effects shot was done in the camera. Chris has come back to life in the body of a 60-year-old white, fat, baldheaded industrialist. He’s in this guy’s body but he’s still a stand up comic at heart. That’s the dream he’s come back to complete. He decides to sharpen up his act in a black comedy club. He's on stage doing his act and in the beginning the camera is seeing this from audience’s perspective. He’s doing his dialog and it’s very funny stuff. The camera begins to dolly in towards him on an angle so we end up behind Chris with his head and shoulders in the foreground. We go directly behind him so Chris is now in the foreground and the audience is in the background. We wanted to see the back of the white guy's head on the body that Chris is occupying. We created a flare that seemed to come from house lights hitting the stage and blowing out the frame. We used that transition to walk Chris off the stage and put the other guy in his place. We couldn’t do that with the lights on the set, so we had the grips build a metal frame around the lens. We mounted a bunch of Inkies on dimmers. It was attached to the head so it moved with the camera. Using the dimmers, we had a controlled and repeatable amount of flare. When we whited out the frame, Chris stepped out and the other guy stepped in. It’s totally transparent. The biggest thing was working out the timing… how long to keep the flare. I think we did 12 takes before it was exactly right. It cost nothing compared to a digital morph and it feels a lot more believable.

QUESTION: Have did you deal with having two directors?

CRUDO: They actually work very well together. If they disagreed about anything, they’d settle it between themselves and speak with one voice.

QUESTION: Bill, can you give us more details how you created heaven?

FRAKER: We built heaven on an elevated stage, so that we could put the dry ice underneath. We hit it with some oxygen—I think that’s what we used and that created a very pure, white smoke. It was non-toxic but it sucked all the oxygen out of the air. You could go for about 10 minutes and then you had to run outside and breathe air. Warren would shoot a 1000-foot magazine at a time. After every roll, we’d would open the doors, rush out and suck oxygen back into our lungs.

QUESTION: There was a 23 -year interval between Heaven Can Wait and Down To Earth, and lots of new technology including films, lenses, lights, and ways to move the camera. Does the technology result in better pictures?

CRUDO: I’m proud of what we did but it's not close to being a better picture.

FRAKER: Technology helps you get there but it doesn't help you make better films. Film is an art and art is created by people. In this case, it’s a collaborative art. You are never going to see people making better movies than She Wore a Yellow Ribbon, My Darling Clementine, Citizen Kane or Casablanca. They were made with slow films and lenses, with cumbersome cameras and lights and no digital effects.

QUESTION: If you could have one wish granted, what would you ask for?

CRUDO: The greatest gift anyone could give me is the opportunity to shoot films the way they are supposed to be made.

FRAKER: I’ll second that motion.