Visions of a witch invoke an image of a black-hatted, hook-nosed old crone stirring a gurgling cauldron of steaming green goo garnished with eye-of-newt and wing-of-bat. Arcane arts of necromancy, however, had nothing to do with the phenomenal success of 1998's The Blair Witch Project, a faux documentary about three moviemakers scouring the woods of Maryland to unearth a Wiccan fable. Its handheld realism-as executed by cinematographer Neal Fredericks in Super16 and Hi8 video- inspired countless imitators and duped many viewers into believing its footage to be the real McCoy. The first feature from writer/directors Daniel Myrick and Eduardo Sanchez also became a legend of indie moviemaking: a $35,000 picture that tallied an eventual global gross of $250 million.

Given its pseudo non-fictional style, it only makes sense that a documentary moviemaker should helm the next installment of a planned Blair Witch trilogy. Director Joe Berlinger has gained much critical acclaim for his award-winning studies of murder in small-town America with Brother's Keeper (1992), Paradise Lost (1996) and Paradise Lost 2: Revelations (2000), but he did not want to mimic a strict verité mode on Book of Shadows. "The first mandate from Joe was that they didn't want the film to be or look anything like the first picture-you can only have that kind of success once," says cinematographer Nancy Schreiber, ASC. "So we decided to shoot straight 35 millimeter as well as video for the 'documentary' our main character was shooting." She has actually been friendly with Berlinger for a number of years. since their paths had crossed at Maysles Films. She subsequently shot several commercials and portions of Berlinger and his partner Bruce Sinofsky.'s award-winning documentaries.

In a self-reflexive twist on the Blair Witch mythos, Book of the Shadows script (penned by Dick Beebe, Berlinger and Jon Koenkamp) follows four young fans of The Blair Witch Project who have signed up for a tour of the Black Hills (the first film's supposed setting). Their camping trip is led by Jeff (Jeff Donovan), a huckster intent on doing a video documentary of their journey, hoping to catch a supernatural sighting or two. After a pleasant evening around the campfire, the group awakens with no memory of having slept. Returning to Jeff's warehouse/studio, they try and uncover what happened. Weirdness soon reigns supreme. Video footage shows them engaged in a wild orgy, bizarre symbols become etched into their flesh, a child's cry echoes from within, and maddening mirages manifest. The thrill-seekers soon learn the true nature of horror as the Blair Witch beckons forth. This fictional narrative might be a bit of poetic justice for those who actually reside within the warlock's sphere of influence. "The story takes place in present-day Burkittsville, Maryland, although we did not actually film in the town," notes Schreiber. "Many townspeople were upset with the outcome of the first film, and believed that their privacy had been invaded. They felt the original filmmakers did not address their complaints, after thousands of tourists from around the world descended on their formerly sleepy town. In our sequel, we did videotape various townspeople, so they could air their grievances.

Black Magic Woman
When Schreiber signed on to shoot Book of Shadows, the potential pressure of breathing life into this controversial, high-profile project didn't even flash across her mind. As Schreiber insists, "You can't obsess about expectations out there in the 'world.' You have to deal with what you can control." After all, as one of only a handful of women charged with interpreting images of mainstream films, Schreiber is quite accustomed to pressure. But then again gravitating to unusual challenges seems to be a pastime for Schreiber, whose resume includes the documentaries Visions of Light, The Celluloid Closet and Forever Hollywood along with the features Nevada, Lush Life, Your Friends and Neighbors and Buying the Cow. Take, for instance, her pending period piece Shadow Magic. Its production landed her in China, sharing a common language with only her gaffer Ted Hayash; the remaining crew did not speak any English. Or consider her capturing the "new" Vietnam on the run in Breathe In, Breathe Out, a documentary that follows three Vietnam vets back to the shooting ground 30 years after the incursions.

While Book of Shadows had a conservative budget by studio standards (approximately $10 to $12 million), the moviemakers capitalized on traditional film equipment and techniques such as helicopters, cranes, dollies as well as handheld shooting. The camerawork needed to be immediate to involve the audience with the characters. Director and cinematographer decided on two distinct shooting styles. Before their fateful night in the woods, movement through the Black Hills thicket was charted with Steadicam intentionally operated with more of a "handheld" style and "less of the floaty feel associated with traditional Steadicam moves," the cinematographer explains. "During the night around the campfire, handheld and long lens swish pans became de rigueur. After they return to the warehouse, handheld action would take over for certain highly charged scenes, combined with dolly and Technocrane moves when the story was less intense. This would lull the audience into a less frightened state of mind."

Schreiber began shooting with the Aaton 35 (for both Steadicam and handheld), combining some of those moves with a second camera-the Panavision Millennium. When the production team moved inside, however, she switched to the Millennium (fitted with Panavision lenses) for handheld, Steadicam and crane work. Although the lightweight Aaton proved extremely dependable on exteriors, the cinematographer found the camera too noisy for photographing interiors. Roscoe Judd served as A-camera operator for the handheld and Steadicam work in the woods while Scott Sakamoto executed the loft portion on Steadicam, crane and handheld.

Because the original film garnered cult status almost from the moment it first screened at 1998's Sundance Film Festival, both Berlinger and Schreiber knew that Book of Shadows would be a "hot" property. With such a strong legacy, they had to fulfill audience expectation , which they did partially by exploiting some expansive camerawork, from the moment the screen lit up. "We decided to feature some sweeping helicopter movements," states Schreiber. "We used Al Cerrullo, a wonderful pilot who had done amazing work for me over nighttime New York City on Chain of Desire, years ago." Executed in a series of circular motions, those rotations would repeat throughout Book of Shadows as the motif of a magical symbol. "A portion of the ending includes the helicopter's circular moves following Blair Witch fanatics running through the woods. Finally, we spoof the first film in the end credits with a series of long lens whip pans and shaky handheld moves as the characters run through the woods. We used the Millennium with a Primo 11-to-1 combined with the Aaton whipping around.

For the video images being "shot" by Jeff as souvenirs for the "tour" participants,' Schreiber did video tests in the loft warehouse, using different formats, gains, white balances and colors. (Other trials included one day of traditional make-up, wardrobe and hair tests on the five principals.) "Every time Jeffrey Donovan picks up a camera to shoot the event, we would go to video for his point of view," she points out. "I tested Beta SP, Digital Beta, Mini-DV and even an old tube camera as well as PixelVision. The test was then transferred to film through Swiss Effects. Because we decided to go with clean images, yet without the pristine visuals of the Hi-def look, we decided to go for Digital Beta.

"We shot both 4-by-3 and 16-by-9, degrading the image when necessary. We planned to shoot both film and video on night shoots and wouldn't have any time to re-light for video. The Digital Beta is similar to film in speed. All it needed was just a little extra fill. Mini-DV had less definition, appearing muddy on night exteriors, especially once we transferred from tape to film. I set our video camera menu for low saturation and contrast. When we wanted a truly degraded yet interesting look, Balsmeyer and Everett handled the effects."

Highway to Hell
"My most disappointing experience of shooting the film was our process trailer work," admits Schreiber. "I have worked quite a bit on process trailers but our day seemed cursed. It was as if 'the Blair Witch' was actually real and present. The weather was sunny when we rigged the cargo van our group was traveling in. The film called for shooting on a major interstate. We weren't able to close traffic, so we didn't have the outriggers of the trailer extended. This wasn't a problem because it was day work. My lights were mounted from the camera car, with one rigged on the side of the van, to come through a tiny side window, intended to light one of the characters, Erica, who is back by the rear doors. We were going fast, trying to keep up with traffic."

"That would have been okay, but it was one of 'those days,' where the weather was always changing," she continues. "As we pulled out onto the freeway, the Sun was out. Then, it began to rain, and we couldn't get off to fix the light, since the exit was 20 miles away. Reaching the lights to scrim and change color while traveling 65 miles per hour was too dangerous, and the highway patrol wouldn't let us pull over onto the shoulder. We were being kicked off the freeway at three in the afternoon, just prior to rush hour. So we had to keep shooting, with the light changing color and intensity every few minutes.

"Joe wanted the feel of the highway, but sometimes, we'd have to shot extremely close, so we wouldn't see the rain on the windows or people's headlights. We shot two cameras side-by-side-one with the Primo 4-to-1 and one with a Primo 11-to-1. Later, when we weren't on the highway, we picked up some close-ups as well as 'poor man's process' for two of the people in the van. The insert car actually ran out of gas, at one point, which was par for the course on that day. Fortunately, it wasn't on the Super Highway. Our shoot was never again cursed after that for the remaining 40 days."

When the van finally reaches its destination, Donovan pulls off into the wilderness where The Blair Witch Project took place. The quintet unpacks their gear and heads off into the underbrush, video equipment in tow. Schreiber's camerawork tracks the characters' strolling through the woods while having light-hearted, upbeat discussions about the Blair Witch and its mysterious mythology. "Lighting the walk was as big a challenge as shooting it," comments Schreiber. "We were in a difficult wooded area and our power runs were enormous. When necessary and possible, we used large HMIs such as an 18K. Most often, we used handheld HMI Sunguns and bounce cards on the smaller moving shots.

"At one point, we were able to walk the Steadicam down a parallel path, so that we could see a lot of foreground and feel like we were going into the woods without having branches impede the camera's movement. Another time, the Steadicam was right there with the group leading them through the trees. We opted to save the handheld style for later. We continued the 'upbeat feeling' for the story as they set up camp. In this part, we reveal each character. Two of the people [Tristen and Stephen] are on the hunt because they are doing research for a college paper on the 'Blair Witch.' Another [Erica] considers herself a 'good witch' in search of Elly Kedward, another 'good witch' from the past. And Kim, who looks like a Goth, said she thought that the first movie was 'cool.'"

"As it gets dark, our characters make a campfire," she continues. "The actual location was a park not far from the center of Baltimore, but it looked like we were in the-middle-of-nowhere. We found a wonderful old tree that needed to play a major role in the story, and decided this would be where we would set camp and the campfire. The problem-and I do mean problem-was that the site was uphill from the nearest access road and it was important to pump enough light through the dense trees to light the entire campsite.

"I made a frantic call to Maria Carpenter at Musco. Was the large Musco light available? The smaller light wouldn't go high enough to be able to shoot wide without flare. The large light on full extension could give us enough backlight for the site." With base lighting in place from the Musco, all Schreiber had to do is add a Condor with one 18K, plus warm tungsten lights mimicking fire so that the five folks sitting around the campfire would be lit well enough for a 180-degree, documentary style shoot. " As the night progressed, we shot a little looser and wilder, with the editing getting jump-cutty. We still included handheld, but added whip pans and long lens work with the Primo 11-to-1."

To illuminate the campfire, Schreiber applied a flicker box for its warm light. She also buried several smaller nook lights between the camera and the campfire, hidden under a log. "We used full CTO to warm everything," she remarks. During this evening of bonding-by-firelight, the five adventurers hear some strange sounds. With their minds playing tricks on them, the witchunters start to scare themselves. Two of them get up to investigate, only to locate another tour group camping not far away. "It's actually a funny scene. They shoot at each other with their video cameras, trying to determine who has jurisdiction over the sight. Part of this section was shot with conventional 35-millimeter cameras for the subjective view. This was combined with video for the two cameras' subjective points of view. The other tour guide was holding a Betacam SP, lighting Jeff [Donovan, actor] with his Sungun. We went back and shot on DigiBeta for part of the scene again, using a handheld light to simulate the same quality we had on the objective camera when we saw the Sungun. We had to add a little more fill for the video shots, using half correction on the bounced 1200-watt Par HMI."

Eventually, the campers settle down to get some rest. Relishing his position as tour leader, Jeff plants his video camera off to the side of the site and the group falls into a deep slumber-or so they think. Arising in the morning, no one has any memory of having fallen asleep. Making the already tense mood even stranger is the shower of white paper raining from the sky. "We had a great deal of noise to contend with, as wind machines moved the paper around the location. Steve Kirshoff [of special effects] was able to first shoot the paper into the sky, then keep the paper aloft for three minutes using large fans. Needless to say, this scene had to be dubbed, but the actors were terrific. They didn't over do it, in trying to be heard over compressors and fans, so the dubbing looked natural. Lighting would have been straightforward but the weather kept changing. Because we were shooting daytime exterior, we opted for as natural a look as possible. We just added a few HMI lights and Griffolyns, and we were ready to shoot what ends up to be a very spooky scene, as pieces of the characters' research fly all over the camp area."

Their plight becomes even stranger as a medical emergency forces Tristen to an emergency room, where she ends up getting petrified by the specter of Eileen Treacle, a little girl who died by drowning many years ago, who has come to warn her of impending doom. Schreiber shot each of the lost little girl's appearances backwards, and also varied the frame rate (alternating between 30 and 40 fps) to add some peculiarity without over-doing the moment through excessively slow motion. "Tristen looks up from her hospital bed, and a creepy little girl from the 1930s is in front of her. We filmed Eileen in slow-motion with a reverse mag so that her movements would appear slightly jerky. I used a Xenon and smoke for this vision, breaking with the naturalistic quality up to this point."

The hospital location was an empty mental institution in Baltimore, decorated in appropriately moody shades of green and gray. "We lit this room with HMIs through the windows. By having her walk opposite the way we wanted, she appears to be walking a little strangely. Added to that, she is dripping wet, as if she had been 'drowned' and we have a truly eerie and unsettling feeling. To shoot this, we used the Millennium with Kodak's 5246 [Vision 250D] stock and a 50mm lens."

After leaving the hospital, the group returns to Jeff's studio to watch the videotape footage captured during their missing five hours. Their hopes of being able to piece together what happened are dampened when the tapes reveal a wild night of perversion." We only shot video and used the campfire as our primary lighting motivation, again counting on Mighties with full CTO on the dimmer box." The imagery shot on DigiBeta, DV-Cam and Hi-8 was sometimes manipulated through digital enhancement by Randy Balsmeyer of New York outfit Balsmeyer and Everett. " The scan lines are very effective on a monitor as well as playing full-screen 1:85 and give the video a rather 'arty' look. Randy, who is a member of Local 600, joined us in Baltimore on the night of the 'orgy' and we mounted two small digital cameras side-by-side for a surreal, double image effect. Noise or grain and color have also been altered. We actually passed the camera back and forth between characters, mimicking in DigiBeta what was happening in DV-Cam. Scott [Sakamoto] had a wild time dancing around with the actors."

House of Pain
The remainder of Book of Shadows unfolds in Jeff's home/studio, a circa 19th century warehouse set on the outskirts of Burkittsville. Located in Baltimore, production selected this building for its sheer size and surrounding scenery. Set on the side of a hill, the multi-level warehouse featured high ceilings, and a wall of windows some 50 feet off the ground. "You entered the building on land and it dropped 30 to 50 feet," details Schreiber. "This was a warehouse with a machine shop at the other end. Originally, we were going to shoot night-for-night, because one of the machine shops didn't want to shut down for a month. However, we ended up shooting days, which meant a massive tenting challenge that our key grip Sean Crowell handled efficiently. Not only were the windows enormous, but part of the site where we needed to light and tent was built over a creek. Fortunately, the warehouse had skylights. We were able to use natural light, for a few day interiors, supplementing with HMI. Then, for the night, we tented the skylights, adding ambient light for the stairs, making it appear to be moonlight. We also used a Xenon bounced in a mirror for the climax of the film.

"Inside, we had several different levels-a kitchen area, a set of stairs and a loft space as well as Jeff's work area, which was filled with video editing equipment," Schreiber continues. "This created as a second floor. The equipment faced out so that Jeff could look over and see the rest of the warehouse. Gaffer Jay Kemp did a great job of lighting. We rigged a dozen Par Cans along a long hallway as well as Source Four Leikos, to hit shelving along the hall, which went from the entrance door into the living space. We did several long shots from the hallway into the main spaces, which meant there were times when we had to take the lights down so we could see the structure of the building, but it was worth it. The art department took the grid that Sean had built and painted it black, so the structure could stay up all the time."

This storehouse-turned-apartment posed its most significant lighting challenge in the upstairs loft area and the kitchen below-both featured eight-foot ceilings. "The floor of the loft was the grated ceiling of the kitchen, so there were many possibilities of lighting through grates. We used practicals to actually light the rest of the kitchen on the second story above." Since Schreiber couldn't place traditional fixtures in the kitchen, she resorted to practicals, adding her own bulbs. "Production designer Vince Peranio [Hairspray, Serial Mom, Cecil B. DeMented] gave us rusted, funky old track lights that we moved around," she recalls. "When we weren't shooting too wide, we were able to use small Fresnels, Tweenies, Peppers and Dedos."

To display as much of the warehouse as possible, and also evoke dreaded danger and an adrenaline arousal, Schreiber executed swift, writhing moves with a Technocrane. "At one point, one of the girls is chased up three different levels of the warehouse by her friends. To add mystery to the shot, I used underlighting, putting various tungsten lights [Fresnels, Babies, Juniors and small 5K units] under the floor slats and focusing them up. By warming them with half CTO and hitting the slats hard, we have ominous shadows on the actors' faces-making the chase look most like a classical 'horror movie.' We covered the shot from various points, using handheld as well as the Technocrane to crane up the circular stairs, as the chase continues."

One of Schreiber's favorite frights occurs as Kim is returning to the warehouse from a beer run. After a heated altercation with a store clerk, she gets into a slight fender-bender. Not quite sure if she's seen several long-dead children from a bygone era, Kim is in a shaken up state. If that trauma weren't enough, while unloading the beer back at the loft, Kim finds a bloody knife in one of the bags. "When she enters the warehouse, she comes into the kitchen from the lower level," explains Schreiber. "We decided to shoot her from the middle level, looking down at her through the slats. This heightened the mood of mystery and fear even more. When we dropped down to her level, Kim was lit from the slats above. Vince Peranio did a great job, giving us an eerie warehouse feeling and accessibility for shooting at the same time."

On several shots, Schreiber utilized the variable speed shifts to enhance high-running emotions and- without showing too much "gore"-alarm the audience. "We enjoyed shooting a sequence where a bridge falls and one of the characters is holding onto the edge," she recalls. "This was shot over the creek entrance to the warehouse building. Although there was a bridge there when we scouted, it wasn't safe. So we had another one built to our specifications," she explains. "This way, we could take advantage of the natural location and still be safe while the actor and stunt man appeared to be in jeopardy. I used four cameras for the bridge scene. One faced the building and the actor. Two sat below on the riverbank, shooting up at the bridge at variable speeds: one was a very wide lock-off and the other was wide but operated. The fourth camera was on the roof, shooting straight down."

When events transpired outside the warehouse, Schreiber and team were as creative as possible with what equipment was available. After events boil to a head, the local police intervene, subjecting the Blair Witch fanatics to an intense grilling. Because the interrogation chambers were built on a Baltimore soundstage, Schreiber had greater control of the shooting space which, like the rest of the picture, was done in muted tones of brown and gray. "But since these shots were supposed to have a completely different look from the rest of the picture, we used only keyed from overhead using Spacelights with very little, if any, fill. We created pools of light on one room, and adding a smoky shaft from a Xenon gave us a strangely intense look. Although the interrogation rooms were purposely tight, we were able to make a circular dolly around the actors without cuts. Again, this enabled us to add to the intensity of the moment. In editing, unfortunately, the shot was broken up."

Though its confidential script may have been sequestered in a bank vault of case-hardened steel, it's no secret that the crew of Blair Witch 2-Book of Shadows was hard-pressed to deliver a bigger, better and scarier sequel. While the first film may have been an exercise in moviemaking minimalism, cinematographer Nancy Schreiber, ASC is grateful for the array of hands that helped guide her path through the Black Hills. "I was blessed with an incredible crew, again gaffer Jay Kemp, key grip Sean Crowell, and my incredible operators Scott and Ross, heading an ace camera crew composed of first assistant Boots Shelton, second assistant Tom Schnaid, with Wayne Arnold as the loader, just to name a few," she says. "Because I knew they could make complicated setups on a very limited timetable, we were able to stretch our creativity with unusual angles or playful camera moves. When I was tied up shooting another film, Stranger Inside, earlier this fall, and was unable to meet my own second unit, I was fortunate to have Bobby Bukowski [Household Saints, The Minus Man, Crime and Punishment in Suburbia] come in and do a wonderful job.

"Having equipment like the Technocrane and Musco light available helped a great deal," the cinematographer continues. "But having the right gear doesn't make a successful movie-witness the success of the purposely low-tech first movie. Fortunately, the script was really good. Without that no film can really be successful. Joe Berlinger did a great job of making this picture horrific-playing to human nature, without hammering the audience over the head with needlessly gratuitous blood-and-guts. Often, less is more."