Imagine a world where whatever you said, whatever you did, and whomever you met slipped away only moments after happening. Life without short-term memory — that cerebral filing cabinet that helps us order daily events — would be a maddening jumble of aural and visual cues. For most people, this existence would prove impossible. Memento, the sophomore feature from indie writer/director Christopher Nolan explores such a world. Former San Francisco-area insurance investigator Leonard Shelby (Guy Pearce) suffers from a rare, untreatable form of memory loss which causes everything to slip from his memory banks a scant few minutes after events occur.

Even with this condition, Shelby's life is not without purpose. He has tracked down the man he believes raped and killed his wife to Los Angeles, where he plots an act of extreme vengeance. Obsessed with his life before his wife's murder (the only world he's able to recall), Shelby tries to reconstruct his former self out of index cards, photographs, charts, tattoos, and obsessive habits that substitute for memory. He must rely on others to keep him on course, but he is ill-equipped to determine their motivations and truthful natures.

While Memento 's setup is striking, the film's structure is truly eye-popping. Nolan's screenplay unfurls backwards — literally. Every bit of information Leonard Shelby uncovers in his search unfolds a few moments and a few sentences before what we've already been shown. Thus, the film's opening shot is of one of Shelby's Polaroids - snapped moments after an event has occurred so he can place it in the context of his quest — unfolding before our eyes. The grisly image is of a murder-by-gunpoint at close range. Seconds after the Polaroid has reversed its exposure, blood and flesh reassemble into a man's face as a gun barrel is pulled away from his mouth. The killer in this opening rewind segment is revealed to be none other than Leonard Shelby, and these violent actions spin us back through the same kaleidoscopic whirl of time and space imposed by his affliction.

"One of the things that was so attractive about shooting Memento was the unusual structure and the clear-cut plan Chris Nolan had for visualizing that structure," notes cinematographer Wally Pfister. "Early on, we discussed how the photographic style would stay within the internal world of the main character. We would use over-the-shoulder subjective POV framing to keep the viewer with the main character much of the time, and Chris' unique story structure helped scramble the viewer's memory of events, just as Leonard Shelby is experiencing it. The use of black-and-white to represent the present-day, color to portray the various flashbacks and flashforwards, and anamorphic for our aspect ratio was a challenge that was very interesting to me."

A former documentary cameraman who first honed his craft covering The White
House as a network stringer, and later for PBS' Frontline series (where he won two
Emmys), Pfister eventually gravitated westwards to study cinematography at the
American Film Institute. Soon after, he met cinematographer Phedon Paparnichael, ASC who eventually hired Pfister as camera operator on the studio features Unstrung Heroes, While You Were Sleeping and Phenomenon. Concurrent with operating on studio movies, Pfister kept up a healthy second career as a director of photography on low-budget indie films.

Last fall, he made Variety's "Ten Cinematographers To Watch" list based on his work on Memento. But it was the indie picture The Hi-Line, which played in Dramatic Competition at the 1999 Sundance Fest, that first caught the eye of director Nolan and others. The Hi-Line is a leisurely, lushly shot tale filmed in the frigid Montana wilderness. With its spare, dramatic vistas, The Hi-Line shares little in common with the claustrophobic Memento, save that the picture features a simple, uncluttered approach to composition and lighting. "I first joined the Cinematographer's Guild in 1994 on Unstrung Heroes as an operator," relates Pfister. "So framing and composition in my work have always played as big a part as lighting. The anamorphic work I did on The Hi-Line, coupled with my experience as an operator, was what made Chris Nolan hire me for Memento. Since there's such a large amount of handheld work in this picture, Chris was comfortable with having me operate, as well as light the film."

Due to its complex structure, Memento was destined to be a challenge in continuity.
Shot for under $7 million over 25 days in the greater L. A. area Pfister forced himself to draw up lighting continuity charts to help keep all the time shifts clarified in his own
mind. (The producers originally slated a 30-day shoot in Canada but Nolan and Pfister
both balked, preferring the speed and locality of L.A. crews).

"Shooting out of sequence is fairly routine for most DPs," offers Pfister. "But Memento was something new. I would often be shooting sequences that would happen 10 to 15 minutes later in the film — consequently 10 or 15 pages later in the script — but concurrently with another sequence we had just shot. For example, in a typical day I'd have to shoot a scene that ends on page five, resumes on page 15, but in the structure of the film actually occurs on page six, or directly after the action I had just shot. It's confusing just to explain it, so you can imagine what it was like to shoot!"

Although the cinematographer discounts whether the audience would have noticed any missteps, Pfister devised a continuity chart that he followed slavishly. He memorized the light chart in pre-production, drew up notes for each specific scene, and then conferred with first AD Christopher Pappas on the set to further clarify that Pfister's lighting schemes ran in sync with the day's shot list. When in doubt, the cinematographer would turn to Nolan, who, as Pfister adds, "had every single time shift in the script memorized inside his head. Chris would confirm for me what time of day the scene took place within the framework of the story."

For the black-and-white present-day footage, Pfister used Kodak's Double-X negative (5222) to gain more contrast for the interior motel room scenes. "I pushed those half a stop, and shot the black-and-white flashbacks straight-up. There are two different styles of black-and-white photography in the film — extremely moody inside the motel room, and a much brighter, evenly-lit look for the flashbacks to Leonard's past as an insurance investigator, which occurred within the more contrasty black-and-white present-day material." He describes mixing black-and-white and color as both rewarding and frustrating. "You're forced to print the black- and-white footage onto color print stock for your answer print. Unless you want to spend a ton of money intercutting black-and-white and color into individual release prints, you don't have much of a choice."

Printing the black-and-white Double-X emulsion to a color stock created a very slight color tint, favoring either the red magenta or blue-green ends of the spectrum. (The final form skews toward a reddish cast.) Making the process doubly frustrating was that during production Pfister printed some of the 5222 to a black-and-white stock only to be blown away by the results. "It had more contrast, less grain, and was all around much closer to the look we were trying to achieve," he says, his voice tinged with a touch of nostalgia for what might have been.

Most of Memento's color moments were photographed on Kodak EXR 200T (5293) with some scenes executed on Vision 250D (5246) and Vision 500T (5279), which was utilized on a few select night exteriors and interiors. All told, Pfister rolled off approximately 150,000 feet of film, working extremely fast. "Chris warned me before we began that he likes to shoot very quickly, and, in fact, he hardly ever went past two or three takes," shares Pfister. "Whenever possible, Chris would avoid even sending the actors back to their trailers. Which meant I had to be extremely quick on my feet with lighting setups. By the time Chris called for his first rehearsal of a scene, I'd already have 60 to 70 percent of the scene lit. Chris was also adamant about not wanting a second unit to pick up the many inserts the story required. Guy Pearce actually did all his own inserts and never returned to his trailer between scenes."

Having used the Panavision anamorphic lenses as an operator with great success, Pfister insisted on using a Panavision camera system with Memento. "We did a series of tests on various anamorphic lenses to see how they were at different stops. We ended up using the Panavision E-Series lenses, with one 5-to-l zoom lens in particular that I just fell in love with. Normally, I would stay away from zoom lenses in anamorphic — especially a 4.0 wide open like the one we used. But we found that 5-to-l lens to be sharper than a lot of our primes. I ended up using it for all of our day exteriors because of its speed and flexibility." Along with the 5:1 anamorphic zoom, Pfister also utilized a 180mm, a 135mm, a 100mm, a 75mm, a 50mm and 35mm optics. For the bulk of the motel interiors — as all completed on stage — Pfister put down the zoom in favor of the E-Series primes. Yet, he estimates that nearly half the film was shot with the 5:1 zoom lens without a hint of resolution or clarity sacrificed.

One reason Nolan insisted on going anamorphic for Memento was to exploit the shallow focus. Pfister exploited the anamorphic system's shortened depth of field to emphasize Shelby's turmoil, and sharpen focus on his chaotic inner state. Nowhere is this more evident than in Shelby's kinetic flashbacks to his wife's brutal slaying. Pfister calls the sequence "little pieces of Leonard's memory coming together to repiece the central horror of his life." The sequence opens with Leonard getting out of bed in the dead of night, grabbing his gun, and moving down the hallway to the bathroom, where he finds an intruder suffocating his wife with a sheet of transparent plastic. 'The hallway felt like a Steadicam shot," remarks Pfister. "But, in fact, there is no Steadicam in the entire movie. We used a dolly over Leonard's shoulder through the door and going down the hallway, and then came around in front of him. When he gets into the bathroom, we used a series of inserts to create this frenetic, terrifying motion. Both Chris and I are huge fans of Adrian Lyne and Jacob's Ladder [shot by Jeffrey Kimball, ASC] inspired the style of that sequence. We had watched Lyne's remake of Lolita [shot by Howard Atherton] for all its insert work. We ended up shooting through a shower curtain-like material on her face to give the murder close-ups a strange, uneasy texture."

Much of Memento sees Leonard Shelby holed away in a run-down San Fernando Valley motel room where he lodges himself to find his wife's killer. Pfister credits production designer Patti Podesta (Nowhere, Splendor) with creating stage sets that featured a natural color palette and emphasized his main lighting schemes, which often centered around sunlight flowing in through the motel room's doors and windows. "I let the windows blow out during those daytime scenes," details the cinematographer, "mostly because we could not afford to build exterior sets outside the window. It also felt right for Leonard's character to have all this light flowing in, as if crashing into his world. Seventy-five percent of the film was shot with tungsten lights, with a small portion of the daytime locations being lit with HMIs. We used a lot of punchy smaller lights — MaxiBrutes and Par 64s — to get the sunrays coming in through the motel room windows. We used these little spotlights as a single source. For example, we would sneak a Par 64 through the window curtain to highlight a certain area. My gaffer, Cory Geryak, has been with me a long time, so we have a great shorthand for lighting."

By going with smaller tungsten sources, production managed to have a relatively inexpensive lighting package, which in turn enabled them to carry more lamps. Since Pfister was shooting at 200ASA in the motel room, he needed to pack more of a punch than that evident on prior pictures, "In the past, I had mostly shot interiors with high speed stock so on Memento, I had about a stop less than I was used to. Plus, with anamorphic, you have to shoot a little deeper — I shot the entire film at about a 4.0 and needed every bit of light."

Typically, Pfister uses diffusion — a one-eighth black or white Pro-Mist — but on Memento he kept the lens clear. His goal was strong contrast and a simple, real-life texture. In keeping with production designer Podesta's color palette — aqua-blue mixed with warmer colors — Pfister occasionally mixed light sources. To warm interior tones, he applied 1/4 CTO on much of the light coming in through windows. Pfister and crew also used mirrors to "sneak light" through the motel room's nooks and crannies. Bouncing a Par lamp off a mirror allowed Pfister to focus the light down to a specific point and keep the Par out of frame.

As befitting a film that starts at the end and works backwards to its conclusion,
Memento's opening sequence may be its most memorable. Pfister cites it as "one of
my favorite scenes that I've ever put on film. Quite frankly, it was one of the main reasons I wanted to shoot the movie." Nolan's plan for the sequence was to shoot it in reverse — including all inserts and cutaways — culminating in the first black-and-white exposures seen of Leonard Shelby, which establish Memento's, present-day period. "The film is simply run through the camera backwards and all the action is staged normally," he explains. "For instance, there's a shot of the eyeglasses coming back up to the actor's face. He threw the glasses down in the exact mark and we seriesed it, throwing the glasses down four or five times as we were rolling. The trickiest part of the scene was when Teddy's head [Joe Pantoliano] gets blown off. This was described very graphically in the script and going in, I was nervous in how it would look."

Many early discussions involved using an elaborate prosthetic head for the murder, but Nolan opted for simplicity. A stunt person with an application on the front of his head, shot with the reversible mag, bore out the director's claim that the scene's graphic nature would be lessened when the violence recedes away from the viewer — the equivalent of a cinematic magic trick. "We shot the Polaroid at a number of different film speeds with the reversing magazine to see which one would work best," relates Pfister. "We even shot one at six frames-per-second to accelerate the speed of the Polaroid developing and the props department used a few tricks to speed up the chemical exposure. We ultimately used the version shot at 24 frames-per-second because we had the titles running over the image so there was plenty of time to watch the Polaroid disappear."

Given the film's complex structure, director Nolan and Pfister were in sync on the need for simplicity. Using simple lighting and camera movement on Memento allowed the cinematographer to explore a more complex approach to balancing the anamorphic
frame while operating. "My philosophy as an operator was that any given camera move was a series of still photographs. If you thought of your opening frame and your end frame as a still photograph and made every frame in-between interesting, then you would have a camera move with the optimum composition. As to balancing the frame in anamorphic, our approach was to never center anything. If the actor's face was in close-up on one side, the other side of the frame was balanced by the texture of a wall with a lighting pattern, or another element in the room slightly out-of-focus."

Pfister cites one handheld scene from Memento as being one of his biggest challenges.
Shelby's friend Natalie (Carrie-Anne Moss) goads Leonard into striking her, then retreats outside for a few minutes knowing Leonard will have no recollection of the violence a few minutes later. When Natalie returns, she tells Leonard she was beaten up by a drug dealer and urges him to seek revenge. The scene plays out inside Natalie's house, a real location, and per Nolan's direction needed to be shot in full-circular fashion. "It's all lit with HMIs through the windows, because having a 360-degree range of motion is a lighting nightmare. I worked out a choreography where I could walk and Bob Hall could pull focus [without a remote], that would avoid all the lights outside the windows flaring into frame. We had our marks and the actors had their marks and it enabled us to sort of stalk them — moving in and moving out — all while maintaining a very tight over-the-shoulder with the handheld, which provided an urgency and degree of motion that the Steadicam would not have."

For cinematographer Wally Pfister, the final reward derives from Memento's highly
original structure and the director's generous, collaborative working style. "For a second time independent director, Chris was incredibly fluent in the language of cinema — getting enough coverage, being flexible with camera placement, pace and blocking to maximize the day's work," he comments. "I also found him to be extremely respectful of the craft of cinematography. He allowed me to place the camera wherever the light was optimal, and had a great deal of trust in my ability to translate this complex story he had created." Memento is so complex, in fact, that the director devised the film to be seen in multiple viewings. Had the movie been strung out in linear scenes, its story could be told from start to finish as a conventional narrative. Yet memory is rarely linear, and one, two, or even many more viewings of the bleak, overcast landscapes created by Nolan and Pfister for Memento, might just dart through the mind's eye like a final piece to a jigsaw puzzle hidden in plain sight.