The premise of Lost Souls-the Devil attempting to inhabit the body of a cynical, faithless New York City crime writer with a young Catholic schoolteacher trying to prevent the transformation before it's too late-is unusual enough. But its teaming of two world-class cinematographers stirs up plenty of added anticipation. Lost Souls marks the silver-screen, directing debut of Janusz Kaminski, ASC who produced Academy Award-winning cinematography on Schindler's List and Saving Private Ryan. To aid in the realization of a dark, gritty world that sees good and evil do battle, Kaminski turned to director of photography Mauro Fiore, his former classmate at Columbia College's film school.

These creative cohorts began their association 13 years ago with a simple phone call. Following film school, Kaminski had relocated to California to attend the American Film Institute and-as fate would have it-began working as a gaffer for B-movie maven Roger Corman. At the time, Fiore had been trekking around Europe and searching for an foothold into the film industry. He quickly sped out to Hollywood to join Kaminski as his roommate and key grip on Corman productions. As Kaminski ascended to his position as Steven Spielberg's director of photography, Fiore proceeded to assist him as gaffer and second-unit cinematographer on Schindler's List, Amistad and Jurassic Park: The Lost World. "Obviously, Janusz could have selected any cinematographer in the world to shoot his directing debut," says a thoughtfully voiced Fiore by cell phone in Canada, where he's currently shooting Driven, Renny Harlin's racecar movie. "The main reason he chose me was because we have a professional and personal relationship which goes back 15 years. When you know someone that long, there's a shorthand that exists. It's a rapid communication that frees people up to take chances and do their very best work."

Risk-taking was always their game plan. Since Lost Souls deals with such slippery concepts as demonic possession and religious faith, the pair set out to illustrate a world in which non-believers-like "protagonist" Peter Kelson (Ben Chaplin)-could ultimately accept the Devil invading modern-day Manhattan. "Our very first decision on this film was whether to shoot in anamorphic or Super 35," recollects Fiore. "We had some technical realities that factored in, aside from the aesthetic considerations. For example, we knew we'd have a lot of scenes which take place inside of cars. Anamorphic requires a certain distance between subject and camera, as well as having to light at a higher F-stop to get a decent exposure. Those concerns pushed us toward shooting Super 35 and having the flexibility to shoot in the real-world, without having to theatrically light certain locations."

Lost Souls benefited from primarily Panavision cameras (a Platinum and Millenium with an Arri 435 being implemented for various in-camera effects) and Primo lenses. Fiore describes the Super 35's aspect ratio as being "very advantageous to wide lenses" because the screen is large enough to hold a substantial amount of information without any distortion. Since Lost Souls would eventually be going through an optical process, Fiore felt it essential that the sharpest possible image go into the final lab process. To ensure well-defined image quality "the entire movie was shot with Primo prime lenses."

Fiore spent three weeks of preproduction testing to "find an aesthetic language where Janusz and I could come together to create the best look." Lab processes such as Deluxe's CCE, Technicolor's ENR, as well as FotoKem's bleach-bypass were experimented with to find appropriately somber and grainy imagery. "We settled on the CCE process from Deluxe," states Fiore. "A print which normally goes through a bleach-bath to take out all the silver will retain some of the silver in CCE. A shorthand way to describe the effect is richer blacks and more de-saturated colors."

Kaminski also had the CCE process applied on a selected group of release prints in the interpositive stage. This pushed the bleach-bypass process even further than the workprints viewed by the camera team during production. "We did not want a film that was glamorized in any way. The CCE process helped to create an extremely dark, harsh feeling-a kind of heightened realism and a place where the supernatural could come alive."

For Fiore, the CCE process became a much trickier affair when photographing exteriors as opposed to interiors. Control of contrast-according to filmstock and lighting-is standard fare for interior shots. Outside of that, lighting concerns became paramount because the CCE process could produce the potential by-product of areas dropping off into a lackluster, muddy darkness. "We tested both the Kodak and Fuji stocks with the CCE process and found the Fuji to be a bit dirtier with more inherent grain. Colors were more muted with the Fuji, particularly the greens. In underexposure, something happened with the Fuji, which did not occur with the Kodak-there was a grimier overall cast. It's almost as if an inefficiency with the Fuji stock during underexposure became a strength for the look we wanted. We shot both 8571 (500 ASA) and 8551 (200 ASA), tungsten-balanced."

Of Lost Souls' striking images, its three distinct exorcism sequences pushed the visual envelope the furthest. In the opening expulsion, church schoolteacher Maya Larkin (Winona Ryder), herself once demonically possessed as a child, escorts Father Lareaux (John Hurt) into the chamber of a convicted mass-murderer Henry Birdson (John Diehl) only for the situation to go terribly wrong. "We basically surrounded the room with five different cameras and filmstocks, and then shot the scene from various angles at the same time," explains Fiore. "One camera was loaded with a 35mm Fuji reversal stock, which is 50 ASA daylight. Another was a regular high-speed Kodak negative, and yet another was a high-speed Fuji negative. We also used the Kodak 35mm reversal as well as a 16mm Kodak reversal, which are ASA 125 and ASA 200. The 16mm reversal was loaded into my own personal Arri-16S camera, which has a really old lens on it. We never really switched setups. We just ran around the room recording what the actors were doing. Each exorcism was repeated about five times in all-straight-through-and everyone in the room sort of went into this strange dark place to tap the energy needed to survive the day."

For the final, and perhaps most intense, exorcism-that of Father Lareaux-production fashioned a refrigerated set on the Sony Studios stage. Kaminski intended to record the actors' breath the moment the Devil actually entered the room. In addition, extreme lighting changes denoted the passage of time. "Night interior became windows exploding with light into the day interior into a room lit only with a strobe light, into all the strobe lights disappearing and turning back into night interior," marvels Fiore. "There were so many lighting transitions, film stocks and camera speed changes going on, that the exorcism scenes were like little art films all unto themselves."

Strobe effects also produced tension and anxiety during less chaotic interiors, as well. Case in point, the elaborate publishing party when Peter Kelson's life is thrown into jeopardy. The overanxious Deacon John Townsend (Elias Koteas) is determined to stop the Devil from seizing Kelson's human form by murdering the writer at the gathering. Filmed at the massive and architecturally intricate Ambassador Hotel in Los Angeles, the black-tie fete did not enjoy the advantage of overhead rigged illumination schemes because director Kaminski wanted its ornate ceilings to be as visible as possible. Fiore illuminated the ballroom from the ground with huge source lamps off to the side, overcoming the limitations of a mere 20-foot clearance from the walls to the floor. "We used old-fashioned photographic flashbulbs that the prop department purchased. The bulbs were strung in a row and triggered by striking a nail on the backside of each bulb. It's a long enough flash so that the film camera can record the burst of light without a radical shifting of speed. The effect is like a series of stream of consciousness flashes as Townsend attempts to shoot Peter Kelson."

The director of photography also favored implementation of shutter angle changes. In one particularly memorable encounter, Peter Kelson strides abruptly into Maya Larkin's classroom at the Catholic rectory. Having experienced a series of disturbing incidents, the author is convinced that Larkin's Satanic theories are the devices of a mentally unbalanced young woman. Seizing Maya by the wrist, Kelson drags her out into the hallway and threatens her. "It's very dark in that hallway and we played with a bunch of shutter angle changes to increase the tension. We shot the entire scene with either a 45 or 90-degree shutter, which gave it a staccato feeling. It's almost like you're blinking in between each character's movement."

Fiore utilized a Pan-Arri 435 camera system to ramp through any shutter or speed changes within frame. In the case of speed changes within an actual scene, Fiore notes that the 435 system can ramp anywhere from 6 to 150 frames-per-second via a computer-controlled unit plugged into the camera. For shutter angle shifts, the camera can deviate from the standard 180 degrees on down to 90 degrees-or even 45-degrees-thus, severely altering any motion occurring within frame. In the hallway confrontation, adjustments in shutter angle reach a crescendo when Kelson rushes toward Maya to grab her, warning the young teacher to stay out of his life. In the girl's shattered state, Kelson's abrupt movements- altered and accentuated with shutter angle shifts-smacks of the Devil's presence, unfurling a cloak of darkness down around her.

Visions and hallucinations-whether real or imagined-lie at the very heart of Lost Souls. The notion of faith in the modern world gets pushed to the brink each time Maya Larkin ventures beyond the church she resides in. One prime example is a brief, but unsettling encounter in a downtown diner. Seated at a counter stool, Maya is approached by a seemingly sweet and angelic little girl. But the youngster opens her mouth to utter repulsive tongues, screaming that "Jesus is dead" and that the Devil's transfiguration is near. "We utilized a fish-eye lens [a 10mm Primo] for Maya's POV of the little girl and then shot the girl at 6 frames-per-second as her head whirls wildly from side-to-side. The little girl's motion effects are all done in-camera. She was shaking her head back and forth, and in concert with the camera speed change, and the shutter angle shift achieved a very bizarre and extreme vision for Maya."

Following Father Lareaux's failed exorcism of serial killer Birdson, Maya's fragile soul nearly gets blown apart in a stark series of hallucinations within the mental institution's bathroom. What appears to be a rather ordinary and brightly-lit restroom gets transformed-in Maya's mind-into a gurgling infernal cauldron, complete with feces overflowing from stalls, tiles uprooted and torn apart, and cryptic demoniacal writings burned into the stall door. When this disturbing daydream veers on physically imploding the lavatory walls, the chaos abruptly subsides with order being restored-if everywhere but within her mind.

Production created the bathroom twice, once as a "pristine set" photographed in one afternoon, and then later on in the schedule with all the devastation and tumult invoked by Maya's visions. Fiore pulled off the macabre metamorphosis through a combination of physical special effects and computer-generated images. "The dark liquid which overflows from the drain was actually done on the set via the art department, as were the tiles being ripped apart on the floor. Each tile was rigged with little hydraulic pumps so we could see the effect on the day, and not only with CGI enhancement.

"Conceptually, the bathroom scene was difficult because it was designed to have several different effects," continues Fiore. "We struggled to figure out how the lighting transitions would reinforce these supernatural effects. Our approach was to begin the scene as a beautiful fall afternoon-the window light had more play at the outset with the Sun streaming through. Eventually, the room lights would overwhelm the windows as Maya's visions got more intense. The room lights would actually change from regular corrected white [3200K Optima Kino] to uncorrected cool-white/fluorescent-green by the end of the scene. There were a number of mechanical effects done on-set, which would later be assembled with CGI elements. It was challenging because a critical part of the scene was geared towards CGI, and you can't see those CG elements involved on the day. "

Darkness-both literal and metaphysical-reaches an apex in one extended interior set piece. Now joined together in a race-against-time to stop the journalist's demonic possession, Larkin and Kelson trek out to the deceased Deacon's wooded home to seek clues as to the transference's time. According to Fiore, the quandary was maintaining a high level of tension (also in the house is escaped killer Birdson, who is stalking Maya with a butcher knife) without resorting to old "haunted house" cliches. "One of the most difficult aspects for a DP is to look at a script calling for a house out in the woods, in the middle of the night, with all its lights turned off," chuckles Fiore. "Where is the light coming from in that type of scene? How do you avoid a visual cliché of tossing some blue gel on the window and having the audience believe there's moonlight streaming in?"

The cinematographer cites the current era of "realistic cinema" as a great help to cinematographers who want to turn on practicals in a room and shoot shadowy scenery on a high-speed stock. "We replaced most of the practicals with our own bulbs and didn't add much more light than the flashlights the characters hold as they go through the house. It is a very dark scene, no question about it. The camerawork became very aggressive, using a lot of whip pans, lurching Steadicams and super-speed dollies to convey the presence of this killer, who is also there. We don't see the killer until Maya does, but images like a shadow racing across the wall, or a fast dolly toward a door that opens, or an undercranked Steadicam shot all helped to visualize the fear going on in Maya's mind."

While Lost Souls presents a frightening, demented trip for its audience, the technical and creative collaboration ended up being an ultimate joyride for its director and cinematographer. The movie was actually shot in 1998, and in the ensuing years prior to its release, Fiore already has gone on to shoot four more features, including the Get Carter remake and now Driven.

Yet, for Fiore, few associations have reached the creative freedoms experienced with Kaminski on Lost Souls. "This was such an interesting film for me, for so many reasons," the director of photography recounts. "The supernatural aspect left it wide open to experimentation and whatever our imaginations could conceive. The imagery itself pushed further than anything I had done before at the director's urging. Not in any slick, glamorous way but more in how we could mess up the image to suit the storytelling. How grainy and gritty could we make the image? How far could we burn the image out with light to its maximum tolerance levels?

"Perhaps what's most wonderful about this collaboration is that I never had to justify any of these radical techniques to the producers. Because of the reputation Janusz already has as a cinematographer, there was never a question about the extra money for lab processes, shooting 16 millimeter and 35 millimeter reversal and getting extra cameras. That made all my choices so much easier and created a fantastic working experience. It wasn't that much different than those days of us all working together as struggling beginners on Roger Corman films. It was the same close-knit group of friends and colleagues who felt completely at ease-no matter how demanding the technical and creative challenges involved. I particularly enjoyed those moments with my camera crew, which consisted of Chris Harhoff, Steve Meisler, Gary Owens, Steve Meisler, Mark Spath, Tom Jordan, Dave O' Brien, gaffer Dean Devlin and key grip Jim Kwiatkowski.