A Conversation with William A. Fraker, ASC, BSC
By Bob Fisher and Richard Crudo, ASC

William A. Fraker, ASC, BSC, was born and raised in Los Angeles. His father, William Fraker, Jr., and uncle, Bud Fraker, were studio portrait photographers for Columbia Pictures, who were noted for their glamour pictures of stars. Fraker served in the U.S. Navy during World War II, which enabled him to attend the University of Southern California cinema school, using the G.I. Bill of Rights to pay his tuition. He worked on the fringes of the film industry for seven years, lensing 16 mm pick-up shots for $25 apiece, industrial and medical films, and doing other odd jobs before he got into the camera guild, initially as a film loader. Fraker spent 10 years working his way up through the ranks of the camera crew system on such TV shows as The Lone Ranger, The Outer Limits and Here Comes the Nelsons.

He was also a camera operator for his USC classmate, Conrad Hall, ASC, on a number of films including Morituri and The Professionals. Fraker drew attention to his camera work with commercials he lensed during the early 1960s. He earned his first narrative film credit in 1967 for Games. Fraker has subsequently compiled nearly 50 feature film credits, earning Oscar nominations for cinematography on Looking for Mr. Goodbar, Heaven Can Wait, 1941, War Games and Murphy’s Romance. He also earned a visual effects nomination for 1941. Other notable films in his body of work include Bullitt, Rosemary’s Baby, The Island of Dr. Moreau, Town and Country, Rules of Engagement and The Best Little Whorehouse in Texas

Fraker has also compiled around a half a dozen directing credits for narrative TV programs and such features as The Legend of the Lone Ranger and Monte Walsh.

Last year, he was honored with the Lifetime Achievement Award by his peers in the American Society of Cinematography in recognition of his body of work. His peers have also elected him president of ASC three times. Fraker is also one of very few Americans who have been invited to join the British Society of Cinematographers.

Fraker describes himself as an admirer and student of the directors, actors and cinematographers who defined the Golden Age of Hollywood during the 1930s, 40s and 50s, but he was never part of that mainstream. He was in the front ranks of a new wave of filmmakers with a different way of thinking. Following are excerpts of a conversation:  

ICG: I understand that your family came from Mexico?

FRAKER: My grandmother was born in Mexico City. She and my grandfather came to Mazatlan, Mexico on the west coast of Mexico. That’s where my mother was born. When the Mexican Revolution started, Pancho Villa was hanging and shooting anybody who worked for the federal government. My grandmother was a teacher. She left Mazatlan with two mules carrying my aunt and my mother. They walked all the way to Los Angeles with those mules, arriving in 1910. The whole family lived in a small bungalow in Hollywood right around Santa Monica and Vermont, and I was born in the same room where I slept until I was 24, not counting the years I was in the Navy.        

ICG: What did your grandmother do when she got to Los Angeles?   

FRAKER: She couldn’t get a teaching job at a school, so she went to work for

Monroe Studios in downtown Los Angeles and learned to become a photographer. My mother was 16 when she met my father (Bill Fraker, Jr.). He was 18. He was working for a still photo lab. When they announced they were getting married, my grandmother told my father that he needed a career. She taught him photography. He became a still photographer for Columbia Pictures, where he ran the photo gallery from around 1930-34. My father took magnificent black-and-white portraits of Anna Mae Wong, Barbara Stanwyck, John Wayne and other actors and actresses. My uncle Bud Fraker was also a still photographer for Columbia, and later he headed the photo gallery for Paramount Pictures.

ICG: Did you grow up thinking you were going to be a photographer?

FRAKER: I helped my grandmother when she opened her own studio at our house. Those were the days when good portraits were recorded on glass plates. I used to help her develop them. My aunt used to tell me, you’re going to be a cinematographer. I asked why, and she said they are the most respected person on the set. At that time, children would answer, yes, ma’am.  My father died when he was 36 of double pneumonia. My mother died a year later when she was 34 or 35. I was 11. My grandmother and aunt raised the three of us, my sister, my brother, and myself. To this day, I idolize my grandmother and aunt.

ICG: What did you do during the war?

FRAKER:  I was a signalman on an attack transport. We carried the 2^nd and 4^th Marine Divisions through many invasions in the Pacific. We had to bring the first wave of Marines in to hit the beach at 8:30 in the morning, because at 8:29:30, the last Navy dive-bomber finished its mission. The timing was really beautiful.

ICG: What did you do after the war?

FRAKER: I went to work for a still photographer by the name of Tom Kelly. He became famous because of the nude photo he shot of Marilyn Monroe on that red carpet. Marylyn loved Tom’s wife. She used to visit the studio and hang around talking. Tom shot portraits with a 5 by 7 three-strip camera. He would light his set with #1 photo floods. It was my job to carefully unscrew the #1 photo bulbs and put in 22 magnesium flash bulbs. He’d have 10 or 12 lamps around the floor. He needed all that light for the three-strip camera. It was absolutely gorgeous work, and I got to hang out and talk with Marilyn. She was a marvelous lady. I was there until I was able to enroll at USC on the G.I. Bill of Rights.

ICG: Wasn’t film school kind of a new idea at that time?

FRAKER: After World War II, there were two film schools in the United States, NYU and USC. The USC school started in 1932, though there were classes in 1928. I decided to go to film school because I wanted to learn everything about filmmaking, in part, because my aunt kept hounding me to get an education and become a cinematographer.

ICG: Did they have a cinematography program in those days?

FRAKER: Definitely. That’s where I met Conrad Hall (ASC) and Jack Couffer (ASC) who now lives in Africa. We had a tremendous faculty, including Slavko Vorkapich, a former art director who pioneered the use of montages in such films as David Copperfield, The Good Earth and the earthquake sequence in San Francisco. It was a very exciting time. The cinema department was located in the old horse stables, because there was no room for us at the school. The last year and a half, I went to school five nights a week, because the best teachers were people from the industry who only taught at night.

ICG: What was that like?

FRAKER: It was an amazing experience. The classes were jammed. We had Army, Navy, and Marine Corps officers who were learning how to make films. I remember an editor from Hal Roach Studios, who mentioned he needed a shot of cars on the Pasadena Freeway at rush hour. A couple of us got an Eyemo camera and shot some film. He gave us $25, and in those days that was a lot of money.

ICG: Did you intend to become a cinematographer when you enrolled?

FRAKER: When I went to USC, I had this idea about writing a masters thesis talking about why the seven major studios should buy a TV station and produce high quality films for television. The studios were afraid of television during those days.

ICG: Did a USC degree help you get started in the industry?

FRAKER: It took about seven years. I did a little still photography, shot 16 mm industrial films, and a lot of $25 grab shots for features until I finally got into the union. I was in a cutting room at Roach Studios one day, when a cinematographer who knew my dad at Columbia, introduced me to Herb Aller, who was head of the union. Herb told me he’d see what he could do for me in a couple of years. Sometime later, I was cutting film in this little animation studio that was working on Dodge commercials, when I got a call from Herb, who said there was an opening as a loader. He told me come by next Monday. I said, ‘I’d be there in 10 minutes.’ I had to borrow to pay my dues. Later, Herb became my agent.

ICG: What was it like after you got into the Guild?

FRAKER: My first day as a loader, I was introduced to Arthur Miller (the cinematographer, not the writer). I reached out to shake his hand and he just looked at me. He didn’t extend his hand. He said, ‘I suppose you want to be a cameraman?’ I said, ‘yes, sir, someday I hope to be.’ He said, ‘Hmmph,’ and walked away.

ICG: So you came into the Guild as a camera loader?

FRAKER: I went right to work at General Service Studio, where they were shooting TV programs, including Perry Mason, The Ann Sothern Show and The Lone Ranger. I worked on more than 200 episodes of The Lone Ranger. We did three half-hour shows a week, shooting six days a week. We spent three days in the desert and three in the studio. We had a hillside, woodland set with trees on half of the stage. The other half had an old cabin that the Lone Ranger used when he had to change into another character. We also had an old jailhouse set and had an exterior set on a stage that had a huge rock. We’d shoot with the Lone Ranger and Tonto coming from the left. Then, someone would shout, ‘move the rock,’ and the whole crew would move the rock to the other side of the stage, because we needed to change screen direction. I’ll never forget that. Everybody helped, even the make-up people. The actors, Jay Silverheels (Tonto) and Clayton Moore (Lone Ranger) were marvelous.

ICG: What were some of the other things you worked on?

FRAKER: I worked on The Outer Limits, and then I spent seven and a half years on Here Comes the Nelsons with Ozzie and Harriet. I went on that program as a second assistant, advanced to first assistant, and became a camera operator. Ozzie Nelson was a big influence on my life and career. He allowed me to learn from my mistakes, and he encouraged me to believe in myself. We shot black and white film, and spent five days on each half-hour show. We worked from 9 a.m. until 7:30 p.m. There was a seniority system (in the Guild) with three groups. I was in group three. Theoretically, I couldn’t work until everyone in groups one and two were working, but Ozzie kept me under contract for almost three years, so I wouldn’t have to go to the back of the line. He did that with several people.

ICG: Why do you think he did that?

FRAKER: He was happy with the people around him. It was like a family. When people at the top of the crew retired, he moved people from the crew up. By the time I was operator, Chuck Rosher, Jr. (ASC) was the first assistant and Bobby Byrnes (ASC) was second assistant cameraman, and both of them have become very good cinematographers.

ICG: I know you worked with Conrad Hall around that time.

FRAKER: After USC, Connie and I didn’t see each other for about five years. Finally, we met again while we were both working on a Marlboro commercial at Camp Pendleton, the Marine Corps base (in Oceanside, California). About two months later, Connie called and told me that he was going to operate for Ted McCord (ASC) on a TV series called Stoney Burke with Jack Lord and Bruce Dern. It was a terrific series. He said Ted was going to do the first five episodes, after that Connie was going to move up to first cameraman. He wanted me to be his camera operator. After Stoney Burke, we did the first two years of Outer Limits. Then, we did our first feature, Wild Seed. Connie got an Oscar nomination for his third film, a black and white picture called Morituri, and another one for The Professionals. I learned a lot by watching Connie. He was never afraid to trust his instincts and do something original. He’s still that way. While we were working on The Professionals, Ozzie Nelson called and asked me to come back to the show as the cameraman. Connie asked me to finish the picture, because Richard Brooks (director) didn’t want to make any changes. It was a good decision, because I probably would have been pigeonholed in television.

ICG: That was some crew Connie assembled on The Professional?

FRAKER:  Yes, Conrad Hall (ASC) was the cameraman. I was the camera operator. Jordie Cronenweth (ASC) was the first assistant. The B camera operator was Chuck Rosher, Jr. (ASC) and Bobby Byrne (ASC) was the assistant. That really was a great camera crew; all of them today have become important cameramen. In between pictures, I was working for a commercial company. It was VPI. They were a New York company with a Los Angeles office. We experimented shooting with long lenses and soft light. Around that time, I shot second unit for a picture at Universal called Father Goose with Cary Grant and Leslie Caron. They told me it would be 10 days, but it turned out to be 10 weeks. About six months later I got a call from James Pratt, the head of production for Universal. He wanted me to meet a young director named Curtis Harrington. He was preparing to start a small picture called Games with Simone Signoret, Kathryn Ross and Jimmy Caan. Kathryn and Jimmy were under contract to Universal. Lew Wasserman, himself, asked Simone to do the picture. They told me I had 15 days to do this picture, and asked if I could do it? I said, ‘absolutely.’ It wouldn’t have made a difference to me if they said I had six days. They told me we could have a few more days if we needed it. In those days, whether it was a phone call or a handshake, you could go to the bank with a promise like that. I remember seeing the first close-ups of Simone in dailies. They were terrible. When I got home, the phone rang. ‘Billy?’ I said, yes. ‘This is Simone.’ I said, yes. She asked me, ‘Did you see the dailies?’ I said, yes. She asked, ‘What did you think?’ I said, ‘they were terrible.’ She agreed and asked if I wanted to try again.

ICG: I’ll bet we can guess your answer.

FRAKER: I said, ‘I’d love to shoot them again.’ She was very sweet. The first day, I spent about 20 minutes lighting her close-ups. The second day, I took about an hour and a half. When I got home that night, Simone called, and asked if I had seen the dailies? I said, ‘yes,’ so she asked if I liked them. I said, ‘I thought they were terrific.’ She said, ‘So do I. Thank you.’ It taught me a great lesson. When you watch the black-and-white movies on AMC and other movie channels, you can see how the cameramen in those old days lit the background for the mood, but when they went in close, I don’t care where that source light came from, it all changed, because they were lighting movie stars. That’s where the glamour of Hollywood came from during the Golden Age of Hollywood. The people who ran Hollywood in those days were very smart. They knew how to protect and sell their stars.

ICG: Thinking back to that time when you, Conrad Hall, Jordan Cronenweth, were beginning your careers. Did any of you have an idea that you were going to become seminal forces in the industry—the next generation of great cinematographers?

FRAKER: God, no. Connie was breaking every rule that could be broken, and rightly so. I didn’t quite go that far. To answer your question, we all wanted to make a difference, but we didn’t really know what that meant. I didn’t want to be known as an innovator or somebody who was doing extraordinary things. I just wanted to be a cinematographer and get the opportunity to work on good films. I fell in love with it.

ICG: Who were your heroes then?

FRAKER: Ted McCord (ASC) was one. He was just magnificent. He would spend an hour and a half on a background and 10 minutes on a close-up. There was Arthur Miller (ASC), Leon Shamroy (ASC) and Billy Mellor (ASC) was absolutely sensational. Bob Surtees (ASC), who I think shot the greatest black-and-white picture ever made, The Bad and Beautiful was also terrific. They were some of my heroes at that time.

ICG: Did you ever shoot a Technicolor film?

FRAKER: Technicolor was phasing out, but I remember one of my first jobs on a movie set was as a ‘lilly boy’ on a Technicolor picture called My Sister Eileen. I’d run out there and put the lilly up and then run back.

ICG: What was the lily?

FRAKER: It was like a gray scale, only it had the color scale. It had 12 principal colors with a gray scale underneath. It was about 3x4 foot. You’d hold it right in front of the star and then you’d run off until someone called for the lily boy again.

ICG: What did you do after Games?

FRAKER: My second picture was a Mark Rydell film called The Fox with Sandy Dennis and Ann Heywood, who was a British beauty queen. We shot it about 20 miles outside of Toronto. It was a very exciting picture for me. I didn’t know anybody on my crew, so I set every lamp by myself. I’d just seen Doctor Zhivago, and it blew me away, so I stole a lot of ideas. It was snowing, so I had the prop man take a water sprayer and wet down the limbs of all of the trees, so there was a thick coat of ice on them.

ICG: Did your experience on black-and-white films help you later on?

FRAKER: Definitely. Everybody is using soft light today, and it can be pretty, but the problem is there is no real separation of the actors from the backgrounds. I think it really helps if you can create a sense of depth and use it drive the eye to the actors when you want the audience to look at them. You had to learn to use backlight with black and white film, because it was more of a two-dimensional medium. You made it feel three-dimensional with light. When I’m teaching, I tell the students to watch black-and-white pictures, because that’s how they’re going to learn about the possibilities of lighting.

ICG: What do you tell them to watch?

FRAKER: The Fugitive, a 1947 film shot by Gabriel Figueroa, with Henry Fonda and Delores del Rio. John Ford directed it. The picture was just absolutely phenomenal. It took real discipline by the actors. They’d move from a close-up and walk way in the back of the frame into a silhouette against an open door. It all meant something in the story. I can just picture a terrific close-up of Delores del Rio in the foreground that was beautifully lit with all this action going on in the background. The actors were all responding to the light. It was like were shooting on a proscenium stage. It wasn’t just the lighting. It was the acting and directing. They used the whole frame from front to back to tell the story.

ICG: How did you get to shoot Bullitt?

FRAKER: I had just finished The President’s Analyst, and I got a call—I think it was from Phil Gersh (his agent), who said, they’re doing a picture at Warner Bros. and want you to meet the director, Peter Yates. We set up a dinner at a restaurant, Martoni’s, in Hollywood. The last picture that Peter had done had a 15 minutes chase scene following a robbery. He used two old Jaguars for the getaway cars. We talked about the getaway and I asked how fast are the cars going? He said the fastest was 65 miles an hour. I said that would be great because the chase scene was going to be so important in Bullitt. I told him I had this idea for putting cameras inside and on the car. We decided that night to shoot every shot in that chase sequence at a normal 24 frames, and have the cars actually running at high speeds. The fastest speed we went was 124 miles an hour coming down by the marina in San Francisco Bay. I was in front of the camera car and the centrifugal force at that speed made it difficult to pan to the left. One camera was mounted on an aluminum platform with an aluminum mount between the two front tires. Our average chase scenes were around 90 miles an hour. I could tell how fast we were going by listening to the pitch of the tires.

ICG: Where did the concept for the chase originate?

FRAKER: It started in Peter’s mind. He wanted San Francisco to play a prominent part in the film. Every time we panned or tilted the camera, we’d be looking down a street where you could see the hills or the Bay. You could always see the water, so you really knew you were in San Francisco. We walked every inch of that car chase prior to every shot. If it was five blocks, we would walk the five blocks with the stunt men, drivers, actors and camera crew and grips, and we would say, you’re coming at 70 miles an hour over this hill and you’re going to be mid-air, where do you think you’re going to land? They would walk around and say, right about here. So, we’d mark the street. They never missed. I remember that Matt Leonetti (ASC) had just bought two ARRIFLEX 2 Cs. We needed one more camera, and the rental house didn’t have it. I asked Matty if we could borrow one of his cameras. I told him we’d just need it for three days. He said, okay but he was starting a picture the following week and needed the camera.

ICG: We take it that it didn’t all go smoothly?

FRAKER: We were shooting a take where we were coming over a hill and barreling down the street. The car skidded and made a 90-degree turn on a corner and went right back up another hill. I had four cameras. One on the bad guy’s car, one on Steve’s (McQueen) car and one covering the overall scene. The fourth camera was Matty’s. The cars came down the hill and turned and came back up. We wanted the bad guy’s car to go right by Matty’s camera, and then Steve would follow right behind him. We wanted them to get as close to the cameras as they could get. We hid Matty’s camera just past a parked car. We drilled a three-inch deep hole in the street and we put a pipe there and a plate on top of that. We felt we had a very secure mount. They came down the hill and skidded. There was a great stunt driver who overreacted and his car sideswiped the car by Matty’s camera, continued on and smashed into Matty’s camera. Matty’s camera was totally wiped out. There’s a great following shot panning with Steve chasing the bad guys where you can see Matty’s camera laying on the sidewalk in pieces. I called Matty and told him he had a new camera coming.

ICG: I want to ask you a question about a shot in that movie. When Steve McQueen and Jacqueline Bisset pull off the road, and they’re going to have their heart-to-heart talk—there’s a close-up where she’s hidden behind his shoulder. You just see her eyes over the top of Steve’s shoulder with a long lens. It’s a pivotal moment between the two characters, and she’s all but obscured through most of the scene. Just at one point, over his left shoulder, you see a little bit of her eyes. How did you sell that idea?

FRAKER: It was almost an accident. When we saw it, we didn’t really quite realize how powerful it was going to be until we saw dailies. Then, we fell in love with it because that’s where we wanted the audience to look—right into her eyes. The eyes told the whole story. It was one of the most romantic shots in the picture, and we just wanted to soften it, take it away from reality, and put the mood in some other place.

ICG: I just want to put this into historical perspective. Was this happening around the same time you were becoming a hot commercial shooter? Were you able to move between commercials and movies in those days?

FRAKER: Very definitely. Commercials were very experimental, and you were treated like a king. We were flying in private planes and using Rolls Royces as camera cars. I remember I was shooting a spot for IBM in Germany on a day when the Pope landed in New York. We were at a tracking station where they had satellite images of the Pope landing in New York. We shot the spot with a 400-speed black and white film. It was magnificent, and I doubt if we could have gotten away with that approach on a movie. 

ICG: But, the color films you were using in those days were very slow—what was the exposure index, something like 50 in tungsten?

FRAKER: Remember, when they were shooting Technicolor, they were using colors to get separation and using 1,000 footcandles to get the proper exposure. Today, we’re exposing film with 22, 23, 24 or 25 footcandles. You don’t need much light for exposure, but that doesn’t mean that you don’t have to light the scene. You don’t need as much equipment, but you do have to know how to light, because that’s how you create moods and tell stories visually. That’s your job as a cinematographer. A lot of times you are expected to convey information without dialogue. Look at Doctor Zhivago and Lawrence of Arabia. There are scenes that run three to four minutes without a word of dialogue. The actors were still acting, and the mood was created with the sets and the look. As I said earlier, I try to teach students to think visually. I tell them next time you go into a restaurant, watch the different reactions of people walking in the door. Watch how much we communicate in the real world without any dialogue. That’s how you learn—by watching people and how the light falls.    

ICG: It sounds like you enjoy teaching?

FRAKER: I’ve been teaching when I’ve had time for years. About eight or nine years ago, Woody Omens (ASC) asked me to teach a class at USC. I wasn’t able to make time for a while, but he never stopped asking. I finally said, okay, ‘I’ll do it.’ One of my first students was a young lady named Sarah Levy who won the ASC student award last year.

ICG: What are you teaching this year?

FRAKER: I’m teaching the fundamentals of film for new students at USC Cinema and Television school. I love working with the young students because they are infused with the enthusiasm for looking at life visually. I’m having a great time and feel like I’m doing some good. They all want to be filmmakers, but some of them don’t know whether they want to write, direct or shoot. Film is the most interesting thing in the world to these students. I also taught a class at LA Film School for Tom Mount last year. I had 16 students, and I think 11 of them were from other countries. One student came from Mexico. His whole family got together and donated enough money to send this student to film school in Los Angeles.

ICG: What’s the first thing you tell them on the first day of class?

FRAKER: I tell them the class starts at one o’clock in the afternoon and a 1:01 the door is closed. You’ve got to be prompt, because when you’re making movies you can’t ever be late for a call. The first thing I teach is discipline. I think at the end of their freshman year, most students know exactly what they want to do. They shoot five, five-minute films during their first year with a video camera. No sound. No lighting. We don’t care about the quality—we care about how they tell a story visually. Some students are outstanding. One young lady got up in class and admitted she had never shot a picture. She said, ‘I don’t know anything about it, but I’m here to learn.’ At the end, her last film was absolutely sensational. She happened to be the granddaughter of Alfred Hitchcock.

ICG: So, you think it’s in her genes?

FRAKER: I don’t know about that, but I think she developed because she knows how to listen. That’s the secret. Richard Brooks used to say nobody listens. He said, when somebody is speaking, listen to what they are saying. Don’t assume you know what they’re going to say because you asked the question. Listen. He was absolutely right.

ICG: Where did you hear him say that?

FRAKER: I think the first time was on The Professionals. I also shot the tests of Bobby Blake and Scott Wilson for him for In Cold Blood. Connie (Hall) was still shooting Divorce American Style, and he asked me to shoot these tests for him. It was black and white. We shot a couple of thousand feet of each of them. I still remember the horrendous questions Richard asked them while we were shooting. He wanted to see how they would react. Years later, when we were shooting Looking For Mr. Goodbar, Richard gave me the tests.    

ICG: Do you remember the scene in Looking For Mr. Goodbar when Diane Keaton is in the bar where she meets Richard Gere for the first time?

FRAKER: There were a lot of people, and she was there looking for Mr. Right. There was a lot of action in the bar, and then he spots her, and she spots him. We did it with composition. We wanted her to look as attractive as possible in his eyes, so we took care of lighting her. Richard Gere was sensational. At the end of the film, we used strobe lights that had to be in synch with the film at 24 frames per second. The strobe was timed to go off when the shutter was open, recording what was being seen. The shutter would close, the film would move down to the next frame, and then the strobe would go off again. On one take, something happened with the strobe, and it went out of synch. Richard (Brooks) thought it was an interesting look; so we shot one more take completely out of synch. Half a frame was lit and half was dark. At first, the scene is in sync, and then it becomes very erratic. It goes crazy at the end. As that is happening, the camera is moving closer and closer to her. It’s an absolutely devastating ending. It’s almost film noir.

ICG: There were a lot of very dark scenes.

FRAKER: It was a great lesson in discipline. We rarely had more than 18 footcandles lighting interiors, and we keyed some scenes with six to eight footcandles of keylight. If we wanted a corner of the room to go black, we only used two footcandles in that area, and then we had the lab print for the key light. We got a rich black in the corners of the bars, because it had some exposure. If you don’t do that, the areas you want to be black go a little milky. I give a lot of the credit to Richard Brooks. He didn’t care how dark it was as long as the audience could see the actors’ eyes. A lot of the imagery is suggested and the rest takes place in the audience’s mind.

ICG: It’s a very disturbing and thoughtful picture.

FRAKER: Let me tell you one more thing. Richard (Brooks) said when we first started the picture that he wanted to simulate nudity. He wanted everybody to think they’ve seen it all, but he didn’t want anyone to see anything. He said, ‘I don’t know how you’re going to do it. That’s up to you. I want everybody to believe there is an absolutely nude scene.’ I didn’t have any idea how we were going to do this, and wasn’t totally sure we succeeded. I remember seeing the first screening at the Academy on a Sunday night. The theatre was jammed. At the end of the picture, the curtain came down, and the lights came up. Nobody got up for 10, 15, 20 seconds. It was totally silent. All of a sudden, they start to get up slowly. There was no applause. Nothing. I didn’t know what to think. There’s a great prop man by the name of Dick Rubin. His wife, Minerva, came up to me and said, ‘Billy, how could you do a movie like this? It was terrible. All that nudity. How could you do that?’ I said, ‘Minerva, you didn’t see anything.’ She said, ‘Yes, I did,’ and turned and walked away. That’s when I knew we accomplished what Richard wanted.

ICG: How did you do that?

FRAKER: It is important to understand that part of your role as a cinematographer is to pull the audience into the story, so they experience it, and not just see it. Sometimes what they don’t see is more important than what you show them, because they’ll fill in the spaces in their minds. You find ways to do it. There’s a scene in Bullitt where Steve McQueen is chasing the killer onto a San Francisco airfield at night. The scene called for Steve to run under a plane and drop down to the ground while a 727 taxis over him and takes off. The producer told me, ‘I want to see that it's Steve McQueen. We're paying him a lot for this picture. I want the audience to know it's him.’ I wasn’t allowed to bring a generator onto the field. We just had two lamps that we plugged into the landing light and stole some electricity. I called Griff Chamberlain, at Technicolor, and explained my problem. I didn’t want the film to go grainy. I felt I could push the film one stop, but I needed another half a stop. He told me to put a bright highlight in the background. He said it could be any kind of light—a light on a hill. He told me if I did that, I could push two stops. It worked absolutely perfectly. It was the first time anybody had pushed two stops.

ICG: What about Rosemary’s Baby?

FRAKER: That was with Roman Polanski, and there are actually two stories that stick in my mind. Near the beginning, the two kids played by Mia and John have just finished moving into their apartment. Ruth Gordon’s character knocks on the door. Mia opens the door partially. It’s still chained. You see this one eye looking at you. It’s Ruth, and she says, ‘how are you?’ Mia opens the door and Ruth kind of barges in. There was a long hallway—it was probably 50 to 75 feet. This was before the Steadicam, so we built an aluminum H bar. The camera was mounted on that rig, and the camera operator put it on his shoulders. Now, she’s inside talking to them and looking around their apartment. Ruth decides to let the other members of the witches’ group know that Mia is the person they’ve been looking for. She asks if she can make a phone call? The phone is in the bedroom. We cut to the bedroom, and Ruth is sitting on the edge of the bed framed by two doorjambs as seen from Mia’s point of view. I composed the shot so we could see Ruth sitting on the middle of the bed, and showed it to Roman, and he said, ‘No, no, Billy. POV, POV.’ He told me to come more to the left, and climbed off the dolly. I looked through the viewfinder, and could only see half of her. I saw only her back. Roman said, ‘Exactly. Exactly.’ I remember seeing the film at the Crest Theater on Westwood Boulevard. It was packed. We come to that shot, where you only get a glimpse of Ruth’s back, and 400 heads in the theatre leaned to the right attempting to see around the doorjamb. That was Roman Polanski taking the audience on a trip. There’s another scene at the end of the picture. Mia’s got a knife, and she’s going through a removable wall in her closet into the next apartment. There’s a cut-away shot to the party they’re having, because Rosemary’s baby has been born. We cut to the baby carriage, and it’s draped all in black. Mia comes in, and they’re all telling her how beautiful he is. She walks over to the carriage. Mia looks dismayed at first, horrified, and all of a sudden she lowers the knife, looks at the baby and starts a little smile, accepting the fact that it’s her baby.

I asked Roman, when do we shoot the close-up? He said, ‘Never.’ He was so right, because the story was right there on Mia’s face. We left the rest to the audience’s imagination. That makes a filmmaker. No technology can substitute for that. We shot the entire picture with two lenses, an 18 mm and a 25 mm. There were times when we could have filmed more beautiful images with a longer lens, but this was the language that we chose for telling this story. People who have seen this film don’t forget it.

ICG: How do you teach this type of thing to students who are being bombarded with marketing hype about not needing to light with digital cameras?

FRAKER: You can’t teach that, but I bring it up every day. I plant that seed and water it and nurture it and hope something grows. I think 80 percent of the students, the ones who are really serious, get it. That’s just a feeling I have. Some of them are impatient. They want to make filmmaking as simple as possible. They just want to go out and do it without taking the time to understand the aesthetics, but I am hopeful that in the end their enthusiasm will carry them through

ICG: I wanted to ask about another old picture, Rancho Deluxe.

FRAKER: Frank Perry was the director, and we shot it in Livingston, Montana, which is the northern entrance to Yellowstone Park. We were there during the winter, and that was a marvelous time to shoot. We had cold weather gear and Barneys for the cameras. It got to be 17 below zero. We could hardly move walking around all bundled up.

ICG: What about The Day of the Dolphin?

FRAKER: We were blessed on that film, because we got to work with Richard Silbert, who is one of the best production designers in the history of filmmaking—for me, anyway. I met him on Rosemary’s Baby. That’s another point I try to stress with film students. The relationships between the director, cinematographer and production designer are crucial. Richard designed the tank, and he built a purifying machine, which allowed them to treat salt water. We had salt water in the tank with the dolphins, and we could quickly and easily purify it when it was just humans. We had camera windows all around the tank. I also remember that we had great dolphin trainers. I was in the water with the dolphins; everybody was. They were great. Everybody loved those dolphins.

ICG: You had two Oscar nominations for 1941, one for cinematography and another for visual effects. I don’t think that’s happened before or since.

FRAKER: The movie is based on a real incident that took place in Los Angeles while I was on a ship in San Pedro Harbor. It was 1942. There were rumors about a Japanese bombing. Someone thought they saw something, and pretty soon every anti-aircraft gun in the city was firing and shrapnel was falling everywhere. I had that vision in my mind, but didn’t go into this film with any fixed ideas. Every film has a unique look that establishes the mood and tells the audience what the story is about as much as the words and actions do. If you start with a fixed idea, you lose the opportunity to create something original. The look for 1941 was established while we were shooting miniatures, where we wanted to convey a feeling that we weren’t staging anything.

ICG: You had a totally different look in Heaven Can Wait.   

FRAKER: Warren Beatty directed and starred in that film. He wanted the main characters, portrayed by him and Julie Christie, to be as appealing and attractive as possible. I had the luxury of using one light for every job. One light for a vase, another for a wooden cabinet, and others for each object in the background. It’s the same technique Joe Walker used on the original film. It made everything in the background look rich and luxurious, and it gave me the freedom to use keylight to flatter the characters.

ICG: Sally Field said some very nice things about you several years ago when you received the ASC Lifetime Achievement Award, about after a shot, she would look at you to verify that she looked okay. You would give her little signals.

FRAKER: The relationship between a cinematographer and an actress or an actor is something special. They put a lot of trust in you hands. It’s an important part of my job to make the actors, particularly beautiful women, look good. For example, that was important in Murphy’s Romance, because you have to believe that James Garner (who plays an eccentric local pharmacist in a small Arizona town) is going to find Emma (a divorcee, played by Field, with a 12 year old son) irresistibly attractive. Once you know the characters, and how they relate with different people, you watch how they move, and then you model with light. You have to remember that the audience sees them on a 40-foot high screen.

ICG: Are your students excited about digital imaging?

FRAKER: I’ll tell you the truth. I think the only people who are excited are the people at the top echelon at the major studios and distributors who think they are going to save money with digital projection. I don’t get the impression that the theater owners are too hot about investing in digital projectors—but, you asked about the students, and I can tell you that what they want to do is shoot film. They are constantly asking me, can we shoot film on this project? That surprised me. I kind of thought they would get caught up in the media hype and want to shoot the new thing; but they’re in love with film. They know the difference. They are amazing that way.

ICG: So, they aren’t buying into the hype that they don’t have to light with digital video—the director just puts the camera on their shoulder, points and shoots?

FRAKER: There is no polite answer. The word that comes to mind is ‘bullshit.’ You have to light to tell a story with the main exception being certain types of documentaries where you want to record exactly what’s happening in front of the camera. If you are telling a fictional story, you are expressing yourself visually as well as with the written word. The written word is mostly for exposition like the words in a novel. That’s how the reader knows who and what the characters are. You can’t do that in a movie. First of all, you don’t have time. Second, it would be boring. You have got to tell the story visually. You’ve got to establish moods with light, shadows, colors and by deciding what the audience sees and what you choose to obscure. Somebody opens a door and comes into a room. Maybe you choose to silhouette them, so the audience momentarily can’t see who it is, or whether they are happy, menacing, or maybe sad or frightened. They close the door and walk by a candle or switch a light on, and you get a glimpse, but maybe then they walk into a shadow that you’ve created. That’s all part of the story, and it doesn’t just happen.

Whether you are using a film or video camera, you have to light to tell a story, and that takes people who understand the craft. A cinematographer has to know how to work with gaffers, grips and the whole crew, in addition to the director, production designer, actors and a host of other people. That’s not going to change because we have digital technology. The sad part is that we are being pushed to settle for 2K resolution in mastering and projection, and that’s just a fraction of what we have with film.

ICG: What do you think is driving that?

FRAKER: Actually, it’s nothing new. People are always looking for easier or cheaper ways to do things. I recently found a 1930 edition of the American Cinematographer Handbook, and there’s a chapter talking about 65 mm production as opposed to 75 mm in 1897. That’s no different than the film/ digital debate we are having today. Last year, I shot Town and Country with Warren Beatty, Dianne Keaton, Goldie Hawn, and Gary Schandling. Try shooting a romantic comedy with that cast by putting a camera on your shoulder without lighting, and you are going to be gone before the end of the day.

ICG: What about the claims that everything can now be fixed in digital post, so why bother lighting? Some very talented cinematographers have supervised mastering films digitally, Roger Deakins (ASC, BSC) on O Brother Where Art Thou?, and Steven Goldblatt, (ASC, BSC) on Conspiracy. But, in other films, cinematographers have been left out of the digital mastering process. Will digital mastering change the role of the cinematographer and put more power in the hands of the colorist?

FRAKER: First of all, I think it is a myth that you can save time and money by lighting in a digital suite. You are also working at a fraction of true film resolution today, maybe 60 percent, and that does make a difference. The other thing is that this is not a new idea. Cinematographers have been in telecine suites on commercial shoots for 30 years. We routinely supervise transferring our movies to video for DVD and other home video releases. However, if you are talking about color timing movies for the theatre, I believe you really need 4K and maybe 6K, and that’s not going to happen tomorrow.

ICG: How does the cinematographer keep control?

FRAKER: Someone needs to be in control of the images, and I don’t think it can be a colorist who wasn’t there when you are shooting the film. I think being a colorist calls for a different mentality than being a cinematographer. They should be our collaborator, the way a color timer is in the lab—though I told Phil Gersh, my agent, that he ought to start thinking about representing colorists, because in the long run, they are going to become very important people. The other thing is that there is a tremendous range in ability between different colorists. Personally, I think in the future, the best colorists will be ex-cinematographers. One of the best colorists I’ve worked with was Adam Adams at FotoKem when we did the telecine transfer of Tombstone. The difference was that he understood photography. He wanted to be a cinematographer, so he knew what I was trying to achieve. He also knew how to listen. Remember what I said earlier about the lesson I learned from Richard Brooks about listening? That’s a vital skill for a colorist.