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A Mouse’s Tale

Don Burgess, ASC reteams with director Robert Zemeckis to adapt The Witches, Roald Dahl’s magical tale of tragedy and triumph.

Based on the book by Roald Dahl and now streaming on HBO Max, The Witches tells the story of a young boy (Jahzir Bruno) who goes to live with his grandmother (Octavia Spencer) in 1968 Alabama after having lost both of his parents in a car accident. Just as Grandma seems to be succeeding in bringing the Boy out of his shell, his world is rocked again by the revelation that a real-life witch is in town and poses a grave threat. Hoping to let the danger pass, Grandma and the Boy sneak away to a ritzy hotel, but as fate would have it, an entire coven of witches, led by the Grand High Witch (Anne Hathaway), has gathered at the same setting, where they hatch a plot to turn all the children of the world into mice.

The Witches marks the eighth feature collaboration between director Robert Zemeckis and cinematographer Don Burgess, ASC, following such titles as Forrest Gump, Cast Away, Flight and Allied — and their partnership can be traced back even further, through Death Becomes Her and Back to the Future Part II and Part III, on which Burgess served as 2nd-unit director of photography. “It’s nice when you work with a director like Zemeckis and there’s organized intent to what the scene is about and how it needs to be photographed to support the narrative,” Burgess shares. “That’s why I’ve enjoyed working with him so much. There’s a lot of thought that goes into where the camera’s placed and why. It keeps the audience connected to the character and makes them feel like they’re in the middle of the story. That’s a great part of cinema.”

Zemeckis and Burgess began discussing The Witches in December 2018. “We generally talk in grand concepts of what the movie’s about,” the cinematographer notes. “He said to me, ‘Parts of this movie can be really beautiful and nice, but other parts need to feel like a horror film.’ Ultimately, this is a movie made for kids that adults will also like, especially with the great cast that Bob put together.”

By March 2019, Burgess was set up in England in advance of principal photography, which was completed in a brisk 42 days. “Bob’s an efficient filmmaker,” Burgess says. “He doesn’t shoot a lot of ‘what ifs.’ He just shoots what he sees is in the movie, which is great for everyone. He’s really A-camera driven, but he wanted to use more angles than he generally would, with a little more opportunity to control pace in the editing room. So in those situations where a B camera could work, we would use one, especially with the kids. We only had them for so long, so we wanted to get as much as we could.”

Production primarily took place at Warner Bros. Studios Leavesden. “All the interiors were on stage,” Burgess says, as was the “exterior” balcony of the hotel suite where Grandma and the Boy take up residence — and which, it turns out, is directly above the Grand High Witch’s own suite. “Bob likes control, and the only way to really have that is to shoot in a studio,” the cinematographer offers. “Unless it’s supposed to be an overcast day, though, it’s tough to do daytime exteriors onstage — the balcony was about as big a shot as you can do. So I’ll usually push to do daytime exteriors outside, even if they’re just on a partial set with a lot of bluescreen. Lighting-wise, I think that looks the most realistic.”

Such was the approach taken for exteriors around Grandma’s hometown of Demopolis, Ala. Production designer Gary Freeman and his crew “built a backlot town,” Burgess explains. “The buildings were all just facades for camera angles — it looks great in the movie. It was fun to create a period Alabama town on a backlot in London.”

The town exterior provided the setting for a flashback that reveals Grandma’s childhood encounter with the Grand High Witch, a sequence that found Burgess employing an Antique Suede filter in front of the lens. Elsewhere through the movie, the cinematographer says, “I used Hollywood Black Magic for diffusion to soften the edges for a fairytale feel. When we had a big close-up of a witch, I would take the Hollywood Black Magic off the camera and make the scene a little harsher.

“The movie starts off very cold and harsh with the car accident, and then it warms up and becomes more friendly when we get to Grandma’s house in Demopolis,” Burgess explains. “When we get to the hotel, everything’s supposed to be great, and it’s warm and wonderful — but then the witches come, and the color gets a little harsher, and there’s less filtration. It keeps going down that path, but then it comes out the other side at the end, where it’s warm and wonderful again.”

Following a brief prelude with a narrated slideshow that establishes that witches are both real and hiding in plain sight, the story gets underway with the immediate aftermath of the car accident. The Boy is seen in profile, buckled into the backseat of his family’s car, and in the background, outside the window, snowflakes appear to be rising up into the sky — until the image begins to rotate, revealing that the car is upside down. “For that particular shot we used the Oculus head because we needed it to go a full 180 degrees,” Burgess reveals. “It was tricky because there was only about a half an inch of clearance to rotate the head inside the car, and it actually pulls out of the car as it’s rotating. And as the camera rotates 180 degrees, the pan and the tilt start going in different directions, which is always difficult for an operator. But it worked well. It makes the audience go, ‘Wait a minute, what’s really going on here?’”

The cinematographer elected to work with Panavision’s Millennium DXL2 as his primary camera, having previously put it through its paces on director Sheldon Schwartz’s short The Tattooed Heart. “That was my test ground for the camera,” Burgess says, “and it worked great, so I felt comfortable rolling it into The Witches.” 

In addition to two DXL2s, the production carried a pair of Red Weapon 8K VV bodies, which feature the same Monstro sensor as the DXL2. In front of all of the cameras, Burgess opted for Panavision Primo 70 lenses, which he had previously used on the features Aquaman and Sextuplets. “What I really like about the Primo 70 lenses is that they focus really close, so you can push the wide lenses in close to the subject. Our workhorse lenses for The Witches were the 24, 27 and 35mm. The 24mm looks pretty normal if you keep it level, but then when you start pushing it in, you can rotate it with a little bit of a dutch, and all of a sudden it turns into ‘witch world.’ That worked out really well for those parts of the movie that needed to feel like a horror film.

“Because of the larger format, your depth of field shallows,” he continues. “When we had to focus close — anytime there was a mouse in the scene — I didn’t want it to just become mush in the background.” Working with gaffer Martin Smith, Burgess says, “We found that if we lit between an 8 and an 11 on set, it gave us the depth of field that I wanted. With the DXL2’s ISO of 1600, it wasn’t a big deal to get to that stop.”

Burgess adds that the Primo 70s “don’t fall off at the corners, so in combination with the 8K chip, you have this full, big image to work with. Especially with visual effects, or if you have to blow up or reframe the image, it’s so much better.”

The filmmakers framed for the 2.39:1 widescreen aspect ratio, and they worked with custom LUTs to monitor and match the footage from the DXL2s and Weapons. “There are all kinds of reasons why you might need a smaller camera for a certain shot, and we were able to use the same lenses and get the chips to match perfectly, so I was very comfortable swapping back and forth. That ability is another reason I like the DXL. I was very happy when Panavision decided to build this camera and use the Monstro 8K chip in it. It’s a really great combination, especially with the Primo 70s.”

The Weapon bodies were particularly useful for shots that would move with the mice as they scurried across the floor, with the camera down at their eye level. Adapting a technique he’d employed on previous productions, Burgess explains, “We took the Weapon, flipped it upside down, and mounted it in a Libra head so we could get the lens right on the floor. We were using a Technocrane, and we put risers on the crane arm to keep it perfectly horizontal so that, once we’d picked the height of the lens, we could extend the crane arm out and maintain the same height without the pendulum driving it up or down. That way we could scoot that arm out in a hurry with the camera at the right height to follow the mice.

“We would also mount a similar rig on a dolly when that would work better,” says Burgess, who partnered with key grip John Flemming for The Witches. “It was the same idea of extending the arm out flat and flipping the camera upside down to get it as low as possible, with the 24mm lens right on the deck — sometimes even the 14mm when we would get into the ‘mouse horror’ mode, where we would have a mouse in the foreground and then all of a sudden the Grand High Witch would pop up in the background and try to grab them.” In addition to the camera package, the production’s grip support — including the Technocrane, dollies and heads — was sourced from Panavision London.

On set, the crew worked with full-scale models of the mice characters in order to block those shots that would ultimately feature CG mice. With a laugh, Burgess recalls, “Bob would get down on the floor with those little stand-in mice, and he’d act them out so we could see what the characters were going to be doing. We also did extensive previs for all the mice scenes. We stood in a volume with a simulated camera in our hands, and we knocked out shots that were then edited together. By the time we were on set, we already had a very strong guide for what shots were needed.” That previs also helped the filmmakers distinguish what would be a 1st-unit shot — anything that featured a principal actor in relationship to the mice — from what would be captured by the 2nd unit, which was led by visual-effects supervisor Kevin Baillie and 2nd-unit cinematographer Matt Windon.

When Grandma and the Boy first arrive at the Grand Orleans Imperial Island Hotel, they pull off the highway and drive down a long oak-lined road that finally opens to a clearing, revealing the opulent inn. “That simple page in the script turned into three different locations in two different countries,” Burgess reveals.

“The first thing that was shot,” he explains, “was the dialogue between Grandma and the Boy in the car. We found a road that had the right background, with trees and the feel of dappled light. It was important to Bob to see the reflections in the windshield of the trees going by, but we didn’t want them to be so overpowering that we couldn’t see the actors sitting in the car. So the car was towed by an insert car, with a frame above to knock down the amount of light hitting the windshield, and we mounted the camera on the hood of the car for the two-shot.

“The next piece we shot was the reveal from inside the car,” Burgess continues. “The camera starts on the Boy, he looks out the windshield, and the camera pans to see this magnificent hotel. That was in another location, in a park that had the feel of what we wanted the landscape to be. We built the bottom of the hotel — including the fountain, the driveway, the steps and the front door — and the rest of it was a digital extension. For the pan inside the car, I was originally going to use a smaller stabilized head, but we found that created a very strange, distracting motion in relation to the car in the foreground. So we ended up using an old OConnor 100 fluid head, which is pretty low-profile, and Des Whelan, our A-camera operator, sat in the backseat and physically operated the shot. That kept the camera connected to the car, which felt right.

“The last thing that was shot was the beginning of the sequence, the shot of the car coming down the highway and turning down Oak Alley,” he says. “We couldn’t find the right location in England, so we shot it in the States, in the South, just that particular shot of the car turning down this beautiful road.”

The end of the movie returns to the slide show from the film’s beginning. As the presentation comes to a close, the lights come up and the children in attendance are charged with going forth and defeating witches far and wide. “I wanted not just the lights to come on, but the windows to open up and the daylight to come flushing in,” Burgess says. “There’s this feeling that ‘we will rise, we will conquer, and there’s a bright light at the end of this dark tunnel.’”

Frame grabs courtesy of Warner Bros. Pictures. Don Burgess, ASC photo courtesy of the cinematographer.