"Airplanes fly differently from what people perceive," says cinematographer David Nowell, one of the busiest aerial specialists in the motion picture industry. "Think of an aircraft moving through the air like a boat does through water. There are constant little changes in not only the subject aircraft, but also the aircraft that you are filming from. Films that have created their aircraft completely in the computer have yet to correctly achieve the subtleties of flight. Fortunately, Michael Bay knew that he was going to have ILM create a fair amount of aircraft for CGI work and that he had to film as many real airplanes in real air-to-air situations for them to have the proper references. These references could be anything from how a matte painting job looks compared to a gloss paint job, to how the light plays on the paint if it is front- lit versus our usual backlight. Or how the airplane bobbles in the air if it has passed through the disturbed air from another plane."

Nowell had to conceive ways of capturing real footage that could be integrated into the picture as well as serve as reference material for the ILM visual effects team. "We were all determined to make the footage seamless. I knew I would have a limited amount of planes to work with. Key to making the picture have the scope we all wanted was getting enough 'reality' that Eric Brevig, Ed Hirsh and team [see "The Effects of Combat"] would be able to carry the look into the digital world. Fortunately, we had a range of planes available to us - some are rare and vintage crafts. One is the only flying Mitsubishi 'Zero' in the world. Nevertheless, they were brought to Hawaii for our use. Would you believe most were flown to San Diego, loaded onto a barge and shrink-wrapped! They were then towed all the way to Pearl Harbor. It took about a week to get them there, but they were in perfect condition when they arrived at Ford Island. They were then towed off the barge and parked in the original hangars where the attack took place!"

Before one foot of film was run through the camera, Nowell and his aerial team, Richard Burton, Scott Smith and Eric Turner developed a variety of new mounts for the various cameras. "The boys ran what seemed like miles of wire through the different planes. This allowed us to get everything from mounting the Gyrosphere on the tail of the B-25 for air-to-air to rigging the forward seat of a T-28 for a pilot and the backseat camera position, so we could get some interesting rear facing point-of-view shots. We painted the tail of this plane green, so that it could pass for either an American P-40 or a Japanese 'Zero.' This way, if I panned through my own tail, while filming any of the other aircraft, it would look like I was the one being pursued.

"We also found strange and interesting places on the P-40s and some of the Japanese planes," Nowell continues. "This gave us the ability to get the variety of different vantage points Michael required. We were able to rig a Photosonics 4ML camera on the underbelly of a Japanese Kate for the view of a dropping torpedo." While the mounts were being readied, Nowell collaborated closely with cinematographer Schwartzman on his emulsion choices. "John was going to use Kodak's [Vision 200T] 5274 for most of the daylight work, 5277 [Vision 320T] and [Vision 500T] 5279 for low-light. Because we knew that a lot of my work would have some sort of CGI work added, we decided to use [EXR 50D] 5245, because of its low grain structure. However, after ILM reviewed some of the early composite work, we decided we were getting too much contrast from the 5245 and we switched to 5274 for the remainder of the show."

At any given moment, Nowell would ask his assistants to thread magazines onto Arri 435s, Photosonics 4MLs, Beaucam VistaVision cameras and the odd Eyemo unit. Their optics included everything from large, heavy 25mm 'E' series anamorphic prime lenses to a specially prepared anamorphic Angieneux 25-250 HR zoom, which would be attached to the Gyrosphere or the Tyler Mount. "Sometimes all of them at once!" he says, in a matter of fact voice.

One of Nowell's trickiest, and most memorable shots, involved making nine Japanese airplanes appear like 129 as the armada flies toward Oahu isle. "I was flying in the B-25 with the Gyrosphere mounted on the tail. The day was perfect, white puffy clouds, beautiful sunlight. After shooting the wide shots that ILM would add aircraft to, I wanted to push in tight for the shots I know Michael likes. I was trying to get shots that would not require any post work. Through the pilot flying the B-25, I relayed to the other pilots where I wanted to position them. I had three airplanes extremely close, then three more at a mid-distance, and the final three at a long distance.

"All of them had to line up in the shot on the 25 millimeter lens I was shooting with. Now, I would have one or two pilots move their planes up and down ten feet or so. Richard did a wonderful job of instinctively pulling focus, as I would pan and tilt from a propeller to a pilot in the background, then to a back seat gunner onto a bomb under another plane. No matter how much you plan ahead on the ground, shots just seem to develop magically, once you're in the air.

"At the end of the island, we would run out of clouds, so I would turn the whole formation around and head back the way we came. During this time, I would position the B-25 behind the other nine planes, to maintain the proper lighting, crawl up to the nose of the B-25 and shoot the same scenario from the camera mounted there. Shooting this way can be like shooting a wild car chase on a freeway, only you don't start directing until you've gotten on the freeway and are already going 70 to 80 miles-per-hour."

As an illustration of the U.S. Navy's commitment to Pearl Harbor, Nowell recalls what ensued when ILM wanted to photograph a large fleet to use as reference for the Japanese armada's approach to Hawaii. After completion of the Pearl Harbor attack, the Navy allowed the production to shoot their RimPac exercises, which involves vessels from various PacificRim countries such as New Zealand, Australia, China, South Korea and Canada, as well as the U.S. Navy support fleet from the USS Abraham Lincoln. "As far as we know, this is the first time that a civilian helicopter equipped with a special camera like the Gyrosphere has been allowed to land and operate off an aircraft carrier. Since this time, Gyrosphere has done it three different times from two different carriers. Here we were 50 miles out to sea from Oahu, where the Navy pulled 19 naval vessels into a tight formation, especially for this shoot.

"Of course, the Navy wanted to take their still photos first, but when they gave us our chance, everything was perfect. We had white puffy clouds at three thousand feet, the fleet heading east in the afternoon, with the Sun in the West. The Navy was only going to keep formation together for 15 minutes. That was all the time we had to capture a trillion dollars worth of Naval vessels on one roll of film! Talk about pressure!"

"As an aerial director or a cinematographer, this is the biggest job that I've ever done," comments David Nowell. "It took a lot of preparation and almost a year to shoot what will be around 20 minutes on the screen. Sometimes, we would have to get a huge sequence in one shot with no possibility of a second take. That's pressure. But when you have years of experience behind you and a crack crew, we always get it done."