Bill Fraker, ASC Lifetime Achievement Winner Recaps an Extraordinary Career
By Bob Fisher

William A. Fraker, ASC will mark two extraordinary milestones during the year 2000. He will receive the American Society of Cinematographers (ASC) Lifetime Achievement Award, signifying that his peers believe he has made an important and durable impression on the cinematic art form. Fraker has compiled some 45 narrative credits including six Oscar nominations. Five nominations were for cinematography, including Looking for Mr. Goodbar (1977), Heaven Can Wait (1979), 1941 (1980), WarGames (1983) and Murphy’s Romance (1986). The sixth nomination was for his visual effects work on 1941.

The second milestone? The year 2000 will mark the fifth consecutive decade that Fraker has earned at least one narrative film credit. He shot his first feature, Games, in 1967, and subsequently compiled an impressive list of credits during the 1970s, ‘80s and ‘90s. Town and Country and Rules of Engagement are both slated for release in 2000, and Fraker is currently shooting Wakin Up in Reno.

His eclectic body of work includes such classics as Bullitt and Rosemary’s Baby, and a wide range of different genre films, including Tombstone, Gator, Sharky’s Machine, Irreconcilable Differences, The Island of Dr. Moreau and Best Little Whorehouse in Texas. Fraker has also compiled a half a dozen credits for directing narrative TV programs and such features as Monte Walsh and The Legend of the Lone Ranger. David Walsh, who was once Fraker’s camera operator, shot Monte Walsh, and Laszlo Kovacs, ASC was behind the camera during the filming of The Legend of the Lone Ranger.

“I’ve always craved the broadest possible experience,” Fraker says. “I love working on movies. I want to shoot films with the good directors and direct with the good cinematographers.”

Fraker has served five terms as president of the ASC. He was inspired by and admired the directors, actors and studio cinematographers who defined the “golden age” of movies during the 1930s and ‘40s. But Fraker was never part of that mainstream. He was in the front ranks of a new wave of cinematographers with a different way of thinking.

“My grandmother was a major influence on both my career and life,” he says. “She rode into this country on a mule in 1910, carrying my mother and aunt all the way from Mazatlan, Mexico. She became a still photographer at Monroe Studios, in downtown Los Angeles. Later, she taught my father (William Fraker, Jr.), how to take pictures. My father became a still photographer for Columbia Pictures and he ran the gallery at the studio from 1927 until 1934, when he died following a bout with pneumonia. My uncle was a still photographer on the Columbia lot for a while and he moved to Paramount around 1938, where he ran the studio gallery until it closed during the 1950s.”

Fraker was in his pre-teens when his father and uncle were shooting glamorous portraits of movie stars for publicity and ads. He also remembers his mother and aunt dressing up for roles as extras and riding the bus to locations. His mother died about a year after his father, while Fraker was still in his early teens. After that, his aunt and grandmother raised him. Fraker remembers his aunt telling him that one day he would become a cinematographer, because they were very important and their work was highly respected.

It seemed like an impossible dream. Fraker was 18 years old when the United States entered the World War II. Later, the G.I. Bill of Rights enabled him to enroll in the Cinema School at the University of Southern California.

“After the war, I got really interested in movies,” he recalls. “I remember seeing Gilda in 1946. Rudy Mate filmed it in black and white, and it starred Glenn Ford and Rita Hayworth. I also remember seeing a 1941 black-and-white film, Here Comes Mr. Jordan, shot by Joseph Walker. Years later, I shot a remake of that film. It was called Heaven Can Wait. I was fortunate to begin my career when they were still making black-and-white movies. Black and white is truly an art form; not that color isn’t, but there is something special about black-and-white films. It teaches you to think in a different way.”

Fraker had a vision in college that television could provide a new marketplace for showcasing motion pictures. He considered writing a master’s thesis with a plan for the seven largest studios to purchase the ABC Television network and use it as an outlet for feature films. It was a prescient and counter-cultural idea. TV was perceived as more of a threat than an opportunity by the studios during the 1950s.

Fraker and Conrad Hall, ASC, were in the first class at USC, which offered a major in cinematography. Both of them were motivated by Slavko Vorkapich, an art director who headed the cinema department during that period. Vorkapich was celebrated for pioneering the use of visual montages in such films as David Copperfield, The Good Earth, and for the earthquake sequence in San Francisco.

Vorkapich challenged and encouraged Fraker to think about telling stories with moving images, and his grandmother never tired of telling him that he was destined to become a cinematographer.

In those days, a film school education didn’t open doors in Hollywood. In fact, Fraker soon discovered that it was a good idea not to talk about having a college degree. After graduation, he was a warm body with a 16 mm camera and a burning desire to shoot film. The truth is that it was probably easier to break out of jail than into the camera Guild in 1950.

Fraker mainly shot inserts for commercials and grab shots for features.

“A producer would call and say I need a shot of 3,000 workers leaving a factory at 3 p.m., and I would be happy to get the work,” he says. “I’d get in my Model A Ford and drive to Lockheed. I’d wait for the bell to ring and then I’d jump on top of my car with an Eyemo camera and shoot all the workers coming through the gate until a guard chased me away. It was my camera and film. I was paid $25 a shot. I shot everywhere — amusement parks, airports, et cetera.”

It took him seven years to get into the International Cinematographers Guild, and then he had to work his way up through the crew system, starting as a camera loader and advancing to operator.

“Herb Aller, who was head of the camera Guild, called me one day and said he heard I was interested in joining,” Fraker recalls. “He told me to bring me a $300 initiation fee the next day. I was there in 10 minutes. A few years later, Herb became my agent when I got into commercials. He was a tough guy, but he became very protective of me and he had vision. He saw the possibilities.”

Fraker’s first Guild job was on The Lone Ranger TV show as a camera loader. He spent 10 years in television including Here Come the Nelsons and The Outer Limits.

“Ozzie Nelson encouraged me to believe in myself and to learn from my mistakes,” he says. “He taught me a lot of what I needed to understand about how to work with people in this industry. I spent seven and a half years on that series, and advanced from second assistant to camera operator. That’s when I started working with Connie Hall. I’ve always felt that I owe Ozzie a debt, which could only be paid back by taking the time to encourage and help young people who are starting their careers.”

Fraker was Hall’s camera operator for five years. After the Ozzie and Harriet TV show, Fraker operated for Hall on The Outer Limits series, and The Wild Seed, Morituri and The Professionals. Hall won his first two Oscar nominations for the latter two films. The first assistant on those films was Jordan Cronenweth, ASC. That was a crew for the ages, Hall, Fraker and Cronenweth.

“I learned a lot just by watching Connie work,” Fraker says. “He has an innate talent that is indescribable. Connie was never afraid to trust his instincts and do something original. He’s still that way after all these years. When we were shooting The Outer Limits, we did almost all of the effects shots in the camera. We had a Mitchell camera with a viewfinder. You couldn’t see through the lens. We’d create effects by sliding glass past the lens. Ken Peach was an incredible first assistant.”

Fraker’s breakthrough came in 1965, when he began shooting commercials that put him on the leading edge of a new wave of cinematographers who were experimenting with soft light and 1000 mm lenses. That led to his first opportunity to shoot Games. It was directed by Curtis Harrington, and starred Katharine Ross, Simone Signoret and James Caan. James Pratt, the production manager for Universal Studios handpicked Fraker for that job.

“He said he had been watching me, and was impressed that I had made it as a first cameraman on my own,” Fraker recalls. “I worked for three straight years with hardly a day off, going from one film to another, including The Fox, directed by Mark Rydell. I really liked that film. After that, I shot Fade-In with Burt Reynolds, and The President’s Analyst, starring James Coburn andGodfrey Cambridge. I shot Bullitt and Rosemary’s Baby in 1968, and Paint Your Wagon the following year.

Fraker can draw a vivid word picture of his first meeting with Peter Yates to discuss Bullitt. They met at a restaurant in Hollywood and spoke for four-and-half hours. Yates had come from a TV commercial background and Fraker says that put them on the same plane. The heart and soul of Bullitt was the chase scene that opens the film and sets the emotional tone. Yates got the idea from another film he had directed called Robber. Fraker says that what made the chase work was the decision to shoot on the hilly streets of San Francisco with the cameras operating at 24 fpswhile the cars were racing at 90 to 100 miles per hour. He remembers that they shot the chase during a five week period whenever they could get access to the streets. Every inch of the chase was choreographed including placement of the cameras.

 “The whole idea was to allow the audience to experience the chase like they were in the cars,” he says. “We didn’t use any exterior lights. They would have never done that on a studio lot. But, Peter and I both had experience shooting car commercials without lighting streets.”

Fraker shot Rosemary’s Baby with Roman Polanski. He describes a seminal scene where Mia Farrow (playing Rosemary) moves into the apartment building, where she is visited by one of the neighbors (Ruth Gordon playing a witch). Gordon’s character can’t wait to tell the other members of the coven that she has found a host for the devil’s baby. She steps into Rosemary’s bedroom to make a phone call. Fraker and his crew were in the living room lining up the shot through the open door.

“She was sitting on the bed talking on the phone,” Fraker recalls. “I had a perfectly framed shot of her. You could even see a little movement of her hair from a breeze coming through an open window. Roman kept telling me to move the camera until the only thing you could see was her legs draped over the edge of the bed. He kept saying ‘P.O.V.’ (point-of-view), and I told him, ‘We can hear her, but we can’t see her.’ He said, ‘Exactly,’ I didn’t get it until the next day in dailies, when everyone in the audience was subconsciously leaning left trying to see around the edge of the doorway.”

Fraker says that was an indelible lesson that got him thinking about the power of imperfect images. They shot Rosemary’s Baby in 14 weeks, two on location and the rest on the studio lot at Paramount, where they built a replica of the apartment. The entire picture was composed within the space of just two lenses, an 18 mm and a 25 mm. The latter was used for all handheld shots with the actors always up close and personal to the lens.

In 1970, Fraker tried his hand at directing Monte Walsh. While he enjoys directing and the insight he gains, Fraker never considered giving up shooting. He got good reviews and probably could have snagged more directing assignments, but Fraker opted to go back to shooting. His credits during the 1970s included The Day of the Dolphin, Aloha, Bobby and Rose, Gator and Exorcist II: The Heretic, his first outing with director John Boorman.

He earned the first of three Oscar nominations in 1977 for Looking For Mr. Goodbar, a psychological thriller directed by Richard Brooks and featuring Diane Keaton in an uncommon role for her. She portrays a school teacher who cruises bars picking up men until one of them murders her. There were dark scenes in bars where Fraker opted to work with as little as six to eight footcandles of keylight. Yet the blacks are rich and skin tones look natural. Remember, those were the days when Kodak only offered one color negative, and it was rated for an exposure index of 100 in 3200 Kelvin light.

“If you want true blacks, you have to expose the film to some light,” he explains. “If we wanted a corner of a room to go black, we only used one to two footcandles of light in that area, and then had we had the lab print for the keylight. We got a rich black in the corners of the bars, because it had some exposure. If you don’t do that, the areas that you want black start to go a little milky.”

Fraker notes that after lengthy discussions, Brooks opted for a somewhat romanticized look typical of New York discotheques from that period. Fraker explains that the lighting in those clubs tended to emulate manufactured Hollywood lighting instead of reality.

“It had to look like a real and believable setting,” he says, “and the girl had to look attractive and vulnerable. I give all the credit to Richard Brooks for making it happen on a Hollywood stage. He didn’t care how dark it was as long as the audience could see people’s eyes. A lot of the imagery is suggested and the rest takes place in the audience’s mind. I will always be indebted to Richard (Brooks). He taught me an incredible lesson. Most people don’t listen. They think they know what you are going to say, so their minds drift ahead to how they want to respond. He taught me to listen.”

Fraker was nominated for Heaven Can Wait the following year. “I can recall at least three times when I wanted to quit, but later I was glad that I didn’t,” he says. “Warren Beatty really cares what is up there on the screen and that’s the moment of truth, when the audience sees the film. Every good picture has a visual feeling or mood. That’s true whether it is a low-key, moody look like Looking for Mr. Goodbar or a rich, bright high-key look like Heaven Can Wait. The look is inherent to the script, director, cast and locations. Those are the elements you start with.”

Beatty, who directed and starred in the film, wanted to establish the main characters, portrayed by him and Julie Christie, as attractive and appealing. They were shooting at a palatial estate near Palo Alto, California, with rich woodwork, opulent marble and 30-foot high ceilings. That enabled Fraker to convert the location into a mini-studio by building scaffolds for hanging lights.

“I had the luxury of using one light for every job,” he says. “One light for a vase, another for a wooden cabinet, and others for each object in the background. It was a 1940s lighting technique like Joe Walker used on the original film. It made everything we lit in the background look rich and luxurious.”

The backlight left him free to use keylight to flatter the characters.

Heavenwas built on Stage 15 at Paramount Studios. The original idea was to light from below because, Fraker explains, heaven was presumed to be someplace above the sun. They built a six-foot high grid that served as the floor of heaven. Smoke from vats of dry ice poured over the sides of the grid and clung to a wet muslin covering until the air heated it. It turned out that the smoke and muslin covering eliminated the possibility of lighting from below, but it created a look and cooled off the area sufficiently to allow for long five to six minute takes in the hot overhead light.

There was also an element of reality woven into the fabric of the film during the staged football scenes, which were filmed at the Los Angeles Coliseum during half-time. That provided a boisterous crowd in the background, but it also eliminated the possibility of lighting. Fraker shot those scenes like an NFL Films crew, with six stationary and two roving cameras.

Fraker earned his third Oscar nomination for 1941. “One of the joys of being a cinematographer is working with directors who challenge you,” he says, “and Steven (Spielberg) is one of the best. If I have something to contribute, and the director agrees, that’s something extra. Spielberg is the kind of director who challenges you to perform.”

The effects shots simulated a submarine attack on an amusement park and an air battle over Hollywood Boulevard. The models were scaled one to one-and-a-quarter-inches per foot. Fraker explains that they had to be large enough for realistic close-in lighting. In Hollywood Boulevard scenes, light came through tiny window shades and through the cracks around doorways with the lens only inches away. “In those days, there was no ILM; it was all done in the camera,” adds Fraker.

He used smoke to simulate cloud cover over the miniature amusement park. “It was a night scene, so it was natural for the moon to back light the clouds,” he says. “We were ecstatic when we saw dailies. It was exactly the texture we envisioned. We found ways to justify smoke in every miniature scene.”

Twenty years later, Fraker remembers to label L.B. Abbott, ASC, the legendary visual effects cinematographer, and A.D. Flowers, mechanical effects, as geniuses.

“The Louma crane was Steven’s idea, and I hated it at first,” Fraker recalls, “because I missed looking through the lens. But it put the camera in places we couldn’t go, and that worked.”

Fraker brought an unusual insight to 1941. He was a seaman on a ship in San Pedro harbor in 1942 when the incident that the film is based on occurred. Fraker recalls that rumors about the Japanese bombing Los Angeles were spreading like wildfire. A nervous gunner fired a shot and suddenly it seemed like every anti-aircraft gun in Los Angeles was firing at thin air. Shrapnel was falling everyplace.

“About 25 years later, I was shooting the opening sequence for Close Encounters of the Third Kind (photographed by Vilmos Zsigmond, ASC), when Steven Spielberg asked if I was interested in working with him on 1941,” Fraker recalls. “We shook hands. That was the only contract I had on that film.

 “I had a clear vision from the beginning, because I remembered that day in San Pedro harbor with the guns firing,” he says. “Steven wanted it to look and feel real. We shot the miniatures first, and that’s how we established the look. I had a Louma crane, which gave us an aerial perspective, and we used coral filters and smoke to create the texture I saw in my mind.”

Fraker directed The Legend of the Lone Ranger in 1981. During the 1980s, his credits included Sharky’s Machine, The Best Little Whorehouse in Texas, Irreconcilable Differences, Spacecamp, Baby Boom and Chances Are. He earned his fourth cinematography nomination for WarGames in 1983, a collaboration with director John Badham. It is an apocalyptic story filmed mainly on “a crystal palace set” designed to emulate the home of the North American Defense Command, which is honed out of the inside of a mountain in Colorado. It is the heart of the national defense system, and also home for a computer that plays war games with the technocrats at the facility.

The four-sided set on the MGM lot was filled with 120 video monitors and 12 front and rear screen projectors. Fraker was frequently shooting with three cameras synchronized with 12 powerful strobe lights. He was keying with between five and six footcandles of ambient light, and rating a 250-speed Kodak negative for an exposure index of 800 with a T-2 stop on the camera lenses. The blacks are rich, the whites are pure and the tonality is visually elegant. It looks and feels believable.

Two years later, Fraker netted his fifth Oscar nomination for cinematography for Murphy’s Romance, a character-driven film, directed by Martin Ritt and starring James Garner and Sally Field. It was shot entirely at practical locations in Florence, Arizona, which provided a reality-based setting. Garner portrays an eccentric local pharmacist who reluctantly falls in love with Emma Moriarity, a mid-30s divorcee with a 12-year-old son. Fraker describes the look as punctuated with earth tones typical of a dusty ranch town, offset only by splashes of bright colors in the pharmacy.

“Marty (Ritt) wanted that to be a warmer world in contrast to the bleak ranch house where Emma lives with her son, and the rest of the town,” he explains.

Fraker believes that audiences have learned how to read and respond to those visual clues, if only on a subliminal level. The opening shot sets the tone for the story. There is a long view of a rolling vista of desert interrupted only by a solitary road with a dilapidated truck moving towards the camera. The moon is hovering in the center of the frame almost ready to pass into the horizon. As the truck passes by the lens, the audience gets a glimpse of Emma and her son hauling their meager belongings. That’s sufficient to tell them the pair isn’t heading to a picnic. There is a slow and deliberate 180 degree pan as the truck winds into a desolate expanse of desert where a blood-red sun is rising on the horizon. Fraker recalls that they spent four mornings in search of that scene. He made judicious use of Fuller’s Earth and rooster tails to create blowing dust in the background.

You can see the lessons Fraker learned from Polanski applied in Murphy’s Romance in the form of several tantalizingly slow pans, which had the audience leaning edgewise in their seats, trying to see around corners. He describes the look that evolved during production as a journey rather than a destination. There is a scene where Emma comes home. She walks through a door, around a corner and into a room where she discovers her ex-husband holding twin babies from another relationship he had failed to mention. It takes less than a moment, without a word of dialogue. The shot pulls the audience right into the story. It is a moment of truth revealed solely in images.

“There is no right or wrong way to doing a shot like this,” he says. “The script, cast, location and director dictate the look, but ten cinematographers, in the same circumstances, will shoot it ten different ways. That’s what makes it so fascinating. It’s never the same. Every film is different.”

During the 1990s, Fraker added such films as The Freshman, Memoirs of an Invisible Man and Tombstone to his body of work. In 1999, he shot Town and Country, starring Warren Beatty, Diane Keaton, Goldie Hawn and Andie MacDowell. That film was directed by Peter Chelsom, who observed, “Any time you have a character-driven film, it is important to have a cinematographer like Bill Fraker by your side. He is great with the actors. They trust him, and rightly so, because his images are like portraits. He gets beneath the surface, and shows the audience the truth behind their eyes.”

Fraker has always given time to students and other young filmmakers. He has frequently lectured at his alma mater, and during recent months, Fraker has been teaching at the new Los Angeles Film School.

His message for students and young crew members who aspire to shoot is simple: “If you want to work and survive in this industry, you need to be dedicated to it 24 hours a day, seven days a week. It has to be the most important thing in your life. All of the experience I gained during those difficult years when I was shooting inserts, and later on commercials, and when I was working on film crews, all of that paid off. You have to be a student your entire life. I am still in awe of cinematographers like George Folsey (ASC) and Lee Garmes (ASC). I’ve watched some of their black-and-white films 300 times or more, and I always learn something new.”

His other advice is to think of yourself as a storyteller. “That’s why you light,” he says. “It’s not for exposure. I tell them to learn how to use all 50 printing lights and 128 tones of gray scale. That’s how you create subtle images and that’s where the art is. If they ask me what it takes to succeed, I tell them I want people on my crews who care. They can’t give me 80 or 90 percent. I want 100 percent every day.”

Fraker says that he has great hopes for the new generation of cinematographers. “I see some of the shows and movies they do on television and I am amazed by what they accomplish on restricted budgets and schedules, and how beautiful their work is. I’ll tell you why. It’s because they have grown up watching images on TV screens since they were in diapers. They understand the medium and how to use it. In that way, they are far ahead of where we were when we were 18 or 19. There were rules in the studio days. You weren’t supposed to mix tungsten and daylight and now that’s second nature.”

In conclusion, Fraker refers to poet Robert Browning, who wrote, “A man’s reach should exceed his grasp, or what is heaven for?” “That means every time out of the chute, you have got to go for it and you can’t do that if you are locked into preconceived ideas. You have to use your experience and trust your instincts to reach beyond your grasp every time you get the chance. Don’t sit on your laurels, because people who do that end up having only one laurel,” he concludes with a hearty laugh.