“I had always wanted to shoot a 50’s movie––the cars and costumes were all so stylized,” says cinematographer Anastas Michos. “The idea of shooting an ensemble cast of six beautiful women also interested me. I’d operated on several Julia Roberts’ projects, and was excited about working with her again. Although I never worked with director Mike Newell, I felt the three of us together would be an interesting experience.”

Michos and Newell agreed that they had to construct a bucolic world for this story, a world where the outside didn’t intrude on everyday life. Michos explored several ways to translate this insular world of women to the screen. One of the first considerations was format. “This is a character piece, a portrait of a lifestyle,” he explains. “It is very much about the morals and mores of a particular social class during a turbulent time in America’s history. Wellesley represented the rigidity of the post war 50’s. Perfect, not a hair out of place, nary a wrinkle in clothing or a smudge of makeup. Katherine’s world, however, was the beat society, abstract expressionism and the woman’s movement––the catalyst that cracks the staid student’s world.

“Our first discussions were about presenting the project in 1.85:1 or wide screen,” continues Michos. “I knew that we would constantly be juxtaposing different paintings with each other and with our cast. We also wanted to be able to isolate characters among the group.

“Within a conventional 1.85 frame, we would not be struggling in a medium close up to keep the other characters out of the frame, especially in a crowded class situation.”

It was Michos’s idea to emphasize the personality of characters with the frame by cleanly composing the shots of the students, almost perfect frames within frames, to make them almost claustrophobic. The shots on Katherine were to be kept a little messy, extending the boundaries of her world.

“If Katherine was standing in front of a painting, for example, we wouldn’t frame that painting perfectly, but let a little of the world in. This would show that, for her, there was a world beyond this college life,” Michos explains. “Though, of course, under the pressures of shooting, this rule would often fall by the wayside,” he laughs.

Michos chose to shoot with three Kodak stocks––5279, 5277 and 5246. The high-speed daylight (5246) film helped lengthen the days when he was doing winter exteriors. “I used ‘77 for most of the day interiors and ‘79 for the night work,” he adds.

A discussion about using a digital intermediate started very early on in prep. Michos wanted to control the color and contrast to a much higher degree than possible with the conventional photochemical process. He felt that he could move the production along much faster with the sure knowledge that he could rely on the DI (digital intermediate) to sweeten lighting when needed. “Paul Shiff, one of our producers, was very much on board with the idea and I owe a lot to him for enabling us to go that route.” Michos explains.

The camera of choice was Panavision, with A-camera a Platinum and B-Camera a Gold. “I like the viewing system much better than the Millennium,” Michos explains. He relied on Primo prime lenses for most of the shots. “I was not a fan of zooms for this film.” he says, simply. “I wanted to try and stay within the confines of a set size of lens. Of course when Pat Capone, (our ‘A’ operator) had his head squeezed up against a wall, and we still couldn’t quite make the frame we wanted, I would relent and put the short zoom on. Both Pat and Dan Moder (‘B’ camera operator) did a great job, most of the time literally operating with their backs against a wall.”

Production designer Jane Musky helped Michos work with natural sources. “She was always concerned about how I could justify the source in the scant few studio sets or the various locations chosen in and around Manhattan,” Michos says.

“As usual, we had that battle of finding locations that were aesthetically best, but not the most practical for lighting or camera” he says. “Gaffer Andy Day and key grip Tom Prate made some of what seemed impossible locations work.”

For Michos, one of the biggest challenges in this picture was a sequence set in a church. The location was Brooklyn. A real church with the classic problems of huge southern exposure and stained glass windows. “To cover a large space such as this, we needed two dozen Dino lights and half a dozen Ultra Dinos to surround the building and overpower the sun,” explains gaffer Andy Day.

“At one point, we used two 8K balloons inside,” he adds, “winding up with them stacked on top of each other. Then Tom Prate stacked a weather balloon on top to provide extra lift. The whole rig ended up looking like a Snowman! It was very effective as a soft back edge for our high and wide shots.

“In addition, we also used four blanket lights hidden behind the church columns to continue the light that we were trying to push through the windows. When Kirsten Dunst and her bridal party come down the isle, Ruby-7s created a nice hard back light.”

“Our rigging gaffer Charlie Grubbs did a fabulous job on this location,” adds Michos. “We had dimmer control of all the 10,000 amps of light, which facilitated our turnaround, and he accomplished it without a scratch or crack in those magnificent stained glass windows.”

As Michos predicted, many of the locations provided similar challenges. When the production found the “perfect” set, there was always the “interesting” challenge of how to get the light in as simply as possible. One such test of the crew’s skills was a sixth floor location that was to serve as a studio set where Katherine takes her class to see the newest Jackson Pollock exhibit.

“The audience has no idea how high up we are, but it was the best place for the sequence,” says Michos. “The room was a large empty warehouse with a fantastic skylight and windows that faced modern Manhattan. By blowing them out, we could get around that problem.”

“To give Tas the necessary mobility, we had half a dozen 80 foot lifts, with both a 12K PAR and 18K in each,” says Day. “Another four 18Ks pounding through diffusion on the skylight rounded out the set up. Of course, the windows were gelled with 85, and another six 12 lights through diffusion frames helped shape the interior.”

“We use the Lighttools soft crates often because we can direct the light without a forest of flags,” explains Prate.

Michos and team faced several other “large” sequences––two ballroom events, which were also challenging. “There was a wedding reception and a Spring Fling Dance,” Day recalls.

“The most fun was probably The Spring Fling because we had a live band performing on stage,” he says. “We had to light it in a stage manner, but couldn’t get high tech since we were depicting the 1950s––before rock n’ roll lighting.

“We used conventional stage light equipment such as Leikos and PAR cans. We also utilized a Comet, a period appropriate follow spot that was operated by a period appropriate electrician!”

“We also had a little fun with a mirror ball over the center of the dance floor,” Day continues. “Tas was going for ‘Lawrence Welk,’ but thought that the bubble machine might be over the top.”

To complete the lighting for this low tech 1950s party event, Michos and Day added China Balls above the set, rigged to dimmers, so that they could shape lighting and turn it on and off when they were featuring different characters and areas.

“Even here, we had a very sheltered feeling to the story and to the look,” says Michos. “We did many elements of these sequences with a Steadicam, where we danced around our characters as they moved within the confines of this world. To give the close ups a little extra shape, we used the classic China Ball on a boom pole approach.”

Since it is Katherine’s desire to bring the outside world to these sheltered students, many of the classroom sequences feature the young women at desks and Katherine standing in front of them beside a slide projector. “A dark room lit by a slide show projecting art that everyone needed to see,” explains Michos. “An interesting dilemma particularly when period slide projectors are dim, dingy and yellow.”

“We were in a classroom at Columbia University,” recalls Day. “The slide show issue was tricky. We had to find a way to bring the classic images of the art world to the students and show Julia and the images to the audience via film at the same time.

“Bobby Griffin, our prop-master, got a 2K Tungsten theatrical slide projector to show the slides,” Day explains. “He made a holder for the slides and a cover to make the unit look more like the 50s. We then had a projector we could actually photograph and use as a source.”

For the effect of the light bouncing off the screen and lighting the students, Michos, Day and Prate created a shutter box made of vertical louver blinds and a blanket light. Diffusion was placed between the light and the louvers to simulate the slide screen.

“As Julia lectures and ‘punches’ the slides, we would open and close the box louvers in sync with the sound of the projector. The light provided a really nice source for the faces. Even the ‘fall off’ worked so that the foreground wasn’t over exposed, but carried further back,” says Michos.

“And the blinds were on special at Home Depot––a low tech answer to another dilemma,” he adds.

Although Michos calls himself a low-tech type cinematographer, there were times when he did go for a few of the high-tech movie tools.

“It isn’t that I don’t like them, its just that simple is better for me,” he explains. “When we do bring large pieces in, it often means a dozen people added to the mix with knowledge and opinions of what to do with the equipment and how it gets into the shot.

“If and when I use the big pieces, I like to get it in, do the shot and put the toy away. The more I can eliminate from the mix, the better.”

The Technocrane shot at the beginning of the film is a perfect example. “The location was a narrow stairwell that ran down an exterior wall,” Prate explains. “About fourteen feet up, it turned 90 degrees at a landing and then continued up extending through a stone wall to end in a beautiful courtyard.

“Tas wanted the shot to start inside the enclosed staircase about three quarters of the way down the steps. The stairs were to be filled with waiting students on their way to the convocation ceremony. Julia Stiles’ character, late for class, would push her way past these girls as we tracked ahead of her and at the landing, we pan with her to then crane up over a stone wall to reveal the student body rushing to join the procession.”

To achieve the shot, Prate built a 16-foot platform, 14 feet high, with a Super Technocrane on rails. “It was one of those shots that required full concentration from all the ‘combatants,’” Michos recalls. “Tom was on the Technocrane, Pat was spinning away at the wheels and Heather Norton, our fabulous first assistant, was zooming, pulling focus and trying to bury a three-stop pull in the middle of the move.

“To top it off, it was the end of the first day of shooting and we were fighting the dying light. The crew was wondering if we were setting the tone for the rest of the show.”

Even when the girls go outside their sheltered classroom world, they are still in a rather confined space and atmosphere. “Often made even more evident by the confined spaces we were shooting in,” laughs Michos.

“At one point in the story, about 25 girls attend a party given at Marcia Gay Harden’s character’s home (one she shares with Roberts’ character). The dining room living room was no more than 120 square feet. We had to cram perfect looking actresses into the space, along with lights, cameras and crew. We had to use very small units,” Michos explains. “Light bulbs covered with 215 and black wrapped and taped to the wall just out of frame, lit many of the partygoers’ faces. We didn’t have room for stands in there.”

Michos and crew continued that intimate feeling into the dorm sequences. “Jane Musky did a wonderful job of creating dark wood interiors with leaded glass windows for the dorms,” says Michos.

“She gave Tas opportunities to play with patterns,” says Day. “Because the wood was dark, we pumped light into the sets, allowing it to flare a bit. We placed a Dino and a 20K in each window––the Dino diffused slightly and the 20K for a pattern.

“Fortunately, the wood ate up the light so we didn’t have to net them down.

“And, for accents, Tas used one of his favorite lights, a 1200 watt PAR can, often thrown into a mirror or just directed at places, maybe skip bounced off the floor to get a little more life into the wood,” Day adds.

“Again, Tommy Prate was great here,” he continues. “He gave us different mirrors and pieces of patterned glass to use as Gobos. We could send light into a mirror and through a patterned piece of glass for even more life on the background.”

One of the few sequences that take place slightly “outside” the insular world is in a “smoking club” where the young women go for relaxation. “It was a challenging location for rigging,” admits Day. “The location was a house some wealthy 19th Century industrialist built on the side of a hill in Yonkers. To get light in, we needed a lot of scaffolding.

“Tommy built us a platform that went up about three stories, and after 85ing the windows, we were able to put large HMI lights on top. We then added a combination of China Balls, PAR cans and soft units for accents on the dark interiors.”

Michos’ favorite sequences to shoot were the Church for its vastness, the interior convocation scene for its grandeur and the simple moments involving the young women. “We wanted to create an ecclesiastical mood to the first day of the college experience,” he explains. “The moment of hope when all is well with the world, which is in contrast to the rest of the film when college experience sours for most of the characters.”

“Again we had stained glass windows––this time twenty HMI 18K’s on scaffolding barely glowed the windows,” says Day. “They certainly did not penetrate into the set.

“Tas’ ‘ecclesiastical moment’ was created when the doors opened and four 12K PARs under-slung from an articulated 150 foot crane poured into the sanctuary. Also, rigging grip Kenny Burke and rigging gaffer Charlie Grubbs somehow managed to hang a 6K Fresnel on the ceiling to extend the back light deeper into the set.”