This article originally appeared in ICG Magazine in
April 2001.

Peter Chelsom frankly states, “I couldn’t believe my good luck when New Line suggested that I meet with Bill Fraker and talk to him about shooting Town and Country. Chelsom is a former actor who segued into writing and directing during the early 1990s. His writing/directing credits include Funny Bones and Hear My Song.

 Town and Country is only his second American film at the helm. The first was a 1998 feature called The Mighty. Chelsom says he became aware of cinematographer William A. Fraker, ASC during his early teens, when his father took him to see Bullitt in a London cinema and later explained how the camerawork amplified the emotions. That was still early in Fraker’s career. He subsequently compiled nearly 50 credits, earning Oscar nominations for Looking for Mr. Goodbar, Heaven Can Wait, 1941, WarGames and Murphy’s Romance.

Town and Country is a romantic comedy based on an original script written by Michael Laughlin and polished by Buck Henry. It features Warren Beatty as Porter Stoddard, a famous architect, and Diane Keaton as his wife, Ellie. Goldie Hawn (Mona) and Gary Shandling (Griffin) are their lifelong friends. The two couples are living the good life when their life’s journey brings them to a mid-life crisis.

Other featured players include Andie MacDowell, Jenna Elfman and Charlton Heston. Humor is a common thread through a story about friendship and love, and how marital bliss can turn sour if it's taken for granted. It was a reunion for Fraker with many of the stars. He shot Looking for Mr. Goodbar with Keaton; he worked with Beatty on Heaven Can Wait, and with Hawn on Protocol. All three of those actors have also earned notable directing credits.

Chelsom earned his degree in drama and he was an actor for about ten years with the Royal Shakespeare Company and in films that mainly aired on English TV. “I could have had a boringly respectable career as an actor,” he confides.

Chelsom says that he and Fraker experienced instant simpatico during their first meeting, and that relationship continued throughout production. “I’ve never agreed with a cinematographer more or had a better time working on a film,” he says. “There was nothing we did that didn’t feel right. This is a character-driven story and we had an ensemble cast where all of the main actors are stars. They had total faith in Bill and rightly so because his images of them were like portraits.”

Chelsom explains that he directs films from an actor’s point of view. He listens to their ideas and insights about their characters and incorporates them into his own vision. “I also love the technical side of making a film,” he says. “I can become impassioned about emulsions, lenses and filters. I told Bill my ideas but gave him a lot of room to interpret them. Some directors want to do it all. They want to be the cinematographer, too. But I get my buzz out of seeing people take my ideas and make them better. I don’t impose a style on a story. It comes from the inside out.”

Chelsom envisioned a reality-based story where lighting never looks forced. He also wanted the actors to “look fabulous” without the camera intruding on reality. “Peter is a romanticist,” says Fraker. “He wanted this to be a story about bigger than life characters who look sensational when the pictures are projected on a big screen.”

The story is set in contemporary times in the Hamptons, in Long Island, and at a Sun Valley resort. There is also a small but pivotal scene in a Paris café. One of the early decisions Fraker made was that each of the four main characters needed their own keylight. That’s not a novel concept for Fraker. When he photographed Heaven Can Wait in 1978, Beatty had relatively hard keylight and Julie Christie’s key was soft. Fraker had them double-keyed so he could adjust to changes in their relative positions on the set. He orchestrated lighting with dimmers linked to a control board.

Fraker used the same concepts and techniques in Town and Country. Each of the actors portraying main characters had specific ideas about how they should be lit, and they all had their own makeup artists and hairdressers.

Beatty had the strongest opinions. He didn’t want the light too high and it had to come from over the camera. He also didn’t want the camera angle too low. Keaton told Fraker, “You know what I look like, so I’ll show you what I want to do, and you figure out how to light me.” He knew Hawn’s face from their previous experience. “She was easy to light,” says Fraker. He lit Shandling pretty much the same as Beatty, though the direction of keylight could be slightly more oblique.

Locations included a house in the Hamptons and in Sun Valley, Idaho, but mainly they shot on stages in the Lawry Center, in Highland Park, near Los Angeles. That suited Fraker. “You go on a stage, and it’s black and you light the first lamp, and that’s the first brush stroke,” he says. “Then you add another and another until you paint a picture, scene by scene and shot by shot.”

Chelsom had a contractual agreement that the film would be produced in 1.66:1 aspect ratio, which is a popular format in Europe. He explains that the shape eliminates the possibility of exhibitors and projectionists arbitrarily reframing images on cinema screens. All too often, he says, they don’t show the edges of wide-screen films.

“We shot full aperture with a hard mat,” Fraker explains. “I like the 1.66:1 format because there is no wasted space at the top and bottom of the frame. That allowed me to come in a little tighter on close-ups and long shots.”

Fraker mainly worked with a single Panaflex Gold camera and a set of prime lenses, only occasionally employing a second camera for additional coverage.

After shooting makeup and hair tests, Fraker decided to standardize on Kodak Vision 320T (5277) negative, a tungsten-balanced film. He decided on one negative for both interior and exterior sequences mainly for the continuity of look. Fraker says that the 5277 emulsion also offers a broad dynamic range, so he could use it in virtually any situation. He notes that it renders less inherent contrast than the other Vision stocks.

Fraker prefers to create his own contrast with light and shadows.

Cinematographers aren’t often cited by critics for their artful efforts on romantic comedies, but Chelsom observes, “Comedy is not just gags. It is also shapes and composition. There’s a scene near the end of the story where Warren is talked into dressing up in a polar bear outfit for a Halloween costume party. There’s a great shot of him walking away from the camera with his feet wobbling in the snow. You can sense from his motion how depressed he is. I’m a great believer that if that you can start the audience smiling for a funny scene before anyone says or does anything, you can set the stage for the actor’s performance. No one is going to look at that shot and say it's great cinematography but I think it is because Bill composed it exactly right to capture the emotions of the moment.”

Fraker adds another insight: “One of the things we tried to do is to keep surprising the audience. You show them something that has become familiar and they anticipate what’s going to happen next, but it doesn’t quite happen that way. If you can be a little unpredictable without intruding, it keeps them interested.”

Fraker worked closely with production designer Caroline Hanania. The sets provided ways to motivate light from windows and lamps, and also space to hide fixtures. One big apartment set that had eight separate rooms was built on a platform four feet off the ground, and translights outside the windows established the Central Park setting.

“We also shot in a beautiful house in the Hamptons,” Fraker says, “but the ceilings were only eight feet high. Fortunately, I was working with veteran actors, so if we had bad cross-light that we couldn’t block, I’d ask Diane, or whoever it was, to turn her back to that window, so she was in backlight instead of cross-light. It was never a problem with any of the actors and Peter never felt that I was interfering.”   

There was little margin for error, especially when all four stars were in the same shot. Fraker notes that a quarter of a turn of a head in the wrong direction could take an actor out of their individual keylight and destroy what he and Chelsom were trying to achieve. He credits the actors with consistently hitting their marks and Chelsom with giving him the time he needed to set up lighting for shots.

“Our lighting was dictated by where the actors were standing or sitting and how they were going to move,” he says. “We’d establish sources and try to maintain them and work in that direction. Our other rule was one light for each job. If there were drinking glasses on a bar in the background, we lit the glasses separately, and took that light off everything else. If there was a background, we lit it separately. We lit the foreground separately and each of the actors separately, so we had control of everything.”

The low ceiling limited possibilities for lighting. Fraker adapted by bouncing keylight off white boards and through one and sometimes two silks to soften it. He also put white cards on the ceiling and bounced light through silk diffusion to distribute it evenly with sufficient intensity and the right direction.

“This is one of the things that concerns me about people feeling digital photography solves all your problems, because you can go into a restaurant or any other location, and just turn your camera on and shoot it,” he observes. “They're not wrong. You can do that but you can't shoot close-ups of Warren Beatty, Diane Keaton, Goldie Hawn and Gary Shandling without controlling the light that falls on them. You also have to control light to create an overall ambience.”

Chelsom notes that he never realized “how delicate the choice of lenses was prior to this film.” Fraker worked as wide as 17 mm to establish settings. The use of a wider lens is never stylistic. His primary lens on close-ups was a 75 mm Primo. Fraker points out that the size of the frame was just one factor, albeit an important one. He adds, however, that every lens has unique characteristics for rendering images.

“I could give you a detailed list of lenses, filters, lights and so on,” he says, “but that would be misleading because it might be different on the same picture with different actors, on a different picture with the same actors, or with a different director.”

Fraker says that he mainly used one camera because there was a best position and angle for the look he and Chelsom wanted with each person on every shot. “It depended on the emotions as well as what was happening in the scene,” he says. “Sometimes the characters were moving around but in many shots they were standing or sitting. Even then, there was a tremendous amount of energy that came from the direction and movement of the camera. We mainly used a freewheeling crab dolly to move the camera, and panning and tilting (techniques). There were some shots off a jib when we wanted the camera motion going up and down.”

Fraker lauds CFI Labs' Art Tostado and Ron Scott, who worked closely with him in maintaining shot-to-shot and scene-to-scene consistency in the look.  Also it helps when you have a great crew—David Diano, Ted Chu on camera, Doug Pentek (gaffer) and Al LaVerde (grip). These guys and their crews are wonderful.

Fraker used HMIs—“I call them white or blue”—for exteriors, and tungsten lamps—“I call them yellow”—for interiors and a mix of both, for example, in the apartment set, where he partially motivated with daylight coming through windows. “One of the advantages of the Vision films is that they handle mixed lighting pretty much the way our eye does,” he says.

Through all 48 days of production, Chelsom notes that the script was a work-in-progress. There were constant rewrites. That meant Fraker had to be totally flexible in how he blocked and covered shots.

 “I used color correction filters on the lens for exteriors, and very light diffusion,” Fraker says. “I’d say hardly any at all because of how we lit and how the 5277 film responded. You use every implement that you have but you also have to trust your instincts and experience, and allow the actors to tell the story. This is a feel-good movie, and we were laughing every day, but it’s also a cautionary tale about what can happen if you take your relationships for granted. The characters have to be empathetic.”

One scene shot on a stage at the Lawry Center has the four main characters seated at a table in a Paris café, a square table with one actor on each side. The camera was on a platform dollying around the perimeter of the table, covering 360 degrees, moving all the time. The characters were talking and laughing and having a marvelous time. A waiter poured wine and left.

“We had great art direction,” says Fraker. “Caroline (Hanania) gave us a hot wall, onto which we put an orange shine by gelling the light. Each pane of glass has a different sparkle coming from its own individual light. There was a little improvisation by the actors but not much. They all knew their best side and they knew where the camera was at any moment.”

The café was dressed in warm yellow and brown tones, and there are brightly colored, warm lights outside a window amplified with gels bouncing into the café. Musicians playing in the café were covered in warm cross-light. Though the audience only sees glimpses of them, they add to the ambience.

Fraker established an overall warm and friendly look coming from overhead light. He had his lamps on a stanchion that could be raised and lowered over the table, and used combinations of silks, glass diffusion and scrims to balance the light. He had a 75 mm lens on the camera, which allowed him to zero in on a series of close-ups, with each actor keyed, though the shot maintains a singular look.

“That scene introduces the characters to the audience,” says Chelsom, “and it sets the tone for the story. It has to capture the mood, and look and feel real. I doubt if people who aren’t filmmakers will appreciate Bill’s performance but it's great cinematography.” There’s a sequence where the characters portrayed by Beatty and Shandling retreat to a cabin in Sun Valley for fishing and contemplation, and to escape from their problems at home. That’s where they meet Elfman’s character.

“She's absolutely sensational,” says Fraker. “She lights up every scene she’s in. Warren tries to resist but she talks them into taking her to a Halloween costume party. Jenna is dressed like Marilyn Monroe, Gary is in an Elvis Presley costume, and Warren is in a polar bear outfit that has a huge head. We shot that particular scene in the Hollywood Hills, though we did go to Sun Valley for a lot of footage.

“Warren never takes off the bear's head, so you never see his face,” Fraker continues. “But he's magnificent with his movements and how he reacts. It is absolutely hilarious seeing him dance with her in the middle of the floor in that outfit. But what makes it work is that he has established his character and his situation.”

There’s a fine balance in making a film like Town and Country resonate with audiences, Fraker observes. It can’t be either too heavy-handed or too light-hearted.

“This is the type of film Frank Capra might have made,” he says. “There is no action, no visual effects, and no gratuitous sex or violence. It is just people trying to live their lives creating their own dramas. We had to establish believable environments, and also tell a lot of story in close-ups that draw the audience into the characters. Once we started shooting, the picture took on its own life, and we had to figure out what each character should look like and what it took to make it work. They had to be bigger than life and believable at the same time.”