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The Bay Method

Michael Bay freely admits that he broke a few longstanding rules while making The Island for a new studio, DreamWorks, after years partnering with Jerry Bruckheimer at Disney. Among those rules: Never show an unfinished film to studio executives without an audience present, and never screen parts of the movie for the press before it’s finalized. Bay says, however, that, while making the movie, he remained committed to his own creative process. “[DreamWorks was] very good overall about it,” he concludes, “even when I caught them off-guard.”

Top, director Michael Bay (also pictured below) personally operates a lightweight Arriflex 235 camera, outfitted with a reglassed Panavision C series lens, as he pursues actor Ewan McGregor guerilla-style, part of his frenetic approach to shooting The Island”s action sequences.
Photos: Doug Hyun. TM & © 2005 DreamWorks Productions, LLC. All Rights Reserved.

“They were surprised, for instance, at how intense I wanted my temp sound mix to be,” he says. “But overall, they respected my neurosis on things like that. After all, they have worked with Michael Mann in the past — guys like Michael and I are crazy. We’re so demanding — I guess I have a reputation for that. But so is Steven [Spielberg]. We’re all neurotic — we don’t want to show our movie to anybody until it’s done. But DreamWorks asked me to [screen parts of the film] for these press events [in May and early June], and it worked out OK. They still let me make this movie the way I’m used to, which was a relief since I’m no good at changing my process.”

The movie tells the tale of two clones (Ewan McGregor and Scarlett Johansson) and their obsession with breaking out of their manufactured existence and into the real world. Although Bay did not change his process for the job, he did try to improve it and speed it up, when possible. Ultimately, the nature of the story, its compact timeline, the studio’s requirement about screening the evolving product, and technology improvements in recent years all forced a great deal of innovation out of the project. Such innovation included: Panavision’s development of several new lenses; general advancements in camera car technology; an unusually sophisticated HD dailies approach at Company 3, Santa Monica, Calif.; significant upgrades to ILM’s overall pipeline and approach to color-correcting temp effects shots; and an improved method at Company 3 for managing data for the DI.

One thing, however, did remain just as it always has been for Bay during the production. “My directing got very intense when we got to action sequences,” Bay says. “We were out there all day — humping very hard.”

McGregor and Scarlett Johansson during a bluescreen shoot for the “black wasp” flying motorcycle chase.
Photo: Merrick Morton, SMPSP. TM & © 2005 DreamWorks Productions, LLC. All Rights Reserved.

Shooting Action

Mauro Fiore, the film’s DP, deferred to Bay’s years of experience shooting action. “That’s where Michael is really at the top of his game, so I just step back and leave it up to him to figure out where to put the cameras,” explains Fiore. “He leaves the orientation of the light up to me, and that’s how I best support him. But in terms of cameras, that’s really Michael’s thing. I learned he always likes to put cameras in the most dangerous places, because he wants the audience to experience chases very personally.”

Bay doesn’t deny this description — camera placement is his thing. “Basically, I’m like a Pied Pieper walking around with a viewfinder with 10 guys right behind me, laying down chalk marks as I say, ‘camera here,’ ‘camera there,’” he explains. “But we have to position quick and get working, and I grew up doing this stuff.”

Indeed, The Island features several stylized chase sequences in keeping with Bay’s track record. Most notable among those is the so-called “barbell chase,” in which police cars and futuristic flying motorcycles, called “black wasps,” chase the protagonists down a freeway as they hitch a ride on a flatbed truck carrying gigantic truck wheels, which they eventually unleash on their pursuers.

Stunt coordinator Kenny Bates operates a go-cart-style camera vehicle of his own design as a Doggie-Cam remote head, controlled by remote control from a nearby chase vehicle, captures imagery for a crucial chase sequence.
Photo: Doug Hyun. TM & © 2005 DreamWorks Productions, LLC. All Rights Reserved.

Fiore says the production spent a week on a southern California freeway filming the sequence. That shoot required the full arsenal of Bay’s usual tricks, including the use of up to 12 cameras at a time and innovative camera car technology. Veteran key grip Les Tomita says that the project largely built on techniques Bay’s crew used on his last film, Bad Boys 2 (2003), for those scenes. In particular, Tomita points to the so-called “Bay Buster” vehicle, which was used extensively on The Island.

“[On Bad Boys 2], Michael wanted a vehicle that could do counter moves, interacting with oncoming traffic during crash sequences,” Tomita explains. “Instead of relying on locked-off cameras, Michael wanted them moving, bringing you right into the action. So he proposed the idea of the Bay Buster, built by [special effects supervisor] John Frazier. It’s basically a Chevrolet 3/4-ton pickup truck with a reinforced front end, roll bars, and safety cage for the stunt driver, and something that looks a lot like a cowcatcher on the front end, like you might see on a train. It’s Y-shaped, low to the ground, and cameras are protected with armor plating. With [stunt coordinator] Kenny Bates driving, we drove it into head-on collisions with debris and other vehicles. The Y-shaped device on the front picks up oncoming objects and flips them in front or over us.”

For The Island, Frazier’s team improved the Bay Buster’s design. “We made the wedge shape a lot wider and stronger,” adds Tomita. “That let us come at other vehicles with greater speed this time. We also had four cameras rolling on the vehicle at any given moment, with three of them having different lens sizes and focal points, but synchronized together and operated remotely so that, in post, they could stitch together a cool camera move.”

The production also used several vehicles provided by veteran Alan Padelford. Among them: Padelford’s latest high-speed camera vehicle, co-designed by Shelly Ward and built on a Porsche Cayenne. Tomita says, “[The Cayenne represents] the latest wave of high-speed insert cars because it permits you to have operators inside the vehicle with their cameras. The Porsche has the speed and agility to get high-speed shots while still keeping everyone safe inside. We utilized a Libra 4 head and the XR head with it, and [Padelford’s] new MotoArm, which is a remote-operated crane on top of the vehicle that can be used for high-speed maneuvers.”

The production also employed Padelford’s Mobile Technocrane Vehicle for high-speed chase sequences, the John Sarvas-designed “shifter cart” (basically a go-cart that can reach 130mph, shifting from right to left instantly with no sway), and a larger go-cart camera vehicle designed by Kenny Bates.

Using an Arriflex 235 camera and Panavision C series 40mm lens, Steadicam operator David Emmerichs pursues footage of characters running for their lives.

Updated Lenses

Fiore primarily used two stocks — Kodak Vision 250D (5246) stock for daylight exteriors and Kodak 500T (5218) tungsten stock for interiors. He also used three Panavision camera bodies — Platinum, XL, and 435 — and an Arriflex 235 camera during the production, shooting anamorphic at Bay’s insistence. The director calls himself “a huge anamorphic format lover” because he feels that using virtually the entire negative is a big plus, particularly for action sequences.

During prep, however, it became clear shooting anamorphic could potentially limit the production’s lens choices. With a DI looming, Bay and Fiore felt that relying exclusively on standard spherical lenses to provide the depth of field and lower stop requirements their material would require would not be good enough. Therefore, Fiore’s first AC, Larry Nielsen, asked Panavision for several special lenses. Nielsen worked closely with Panavision senior technical advisor Dan Sasaki to produce those lenses in only a couple of weeks.

In particular, according to Nielsen, Panavision came up with a new tool for capturing the forced perspectives Bay wanted in some shots — traditionally, a difficult thing to do in the anamorphic format. Rather than using a separate camera package for those shots, filming in Super 35mm and mixing formats in post, Sasaki’s team at Panavision produced what filmmakers informally call a “close-focus system” of Primo spherical lens for the anamorphic format.

“Dan Sasaki came up with the idea of a tube mounted to the front of the camera, with the lens mounted to the tube,” Nielsen explains. “The tube has an inverter and a prism in it to flip the image so that we could capture it without distortion, and then special relays in the system let us pull focus on the tube. In essence, it makes the image anamorphic on the back end by squeezing it as it comes back to us. The system ended up being a real mainstay on this job.”

According to Nielsen, Panavision also altered a Canon 800mm lens by inserting two time extenders into the lens itself, essentially making it a 3200mm lens. The alteration permitted the production to film helicopters in the sky with the sun in the background while capturing fine detail on the helicopters.

“Dan had them shave the extenders to improve image quality, since two extenders can cause you to lose two stops, and that made the lens more of a 2800mm lens,” adds Nielsen. “He also had the lens re-barreled to be camera assistant-friendly. He warned us not to use gels with it, because magnification through the lens was so great that it could actually melt a gel.”

Nielsen says the production also acquired one of the first two sets of new Panavision C-series lenses available — the company’s smallest, widest anamorphic lenses. The new version, however, includes glass taken from Panavision’s older E-series lenses in order to improve the color, contrast, and weight of the C lenses. They were used extensively for Steadicam and other handheld work.

In addition, Panavision re-glassed an E-180mm lens into, essentially, a 195mm lens by adding a new set of relays to the system, according to Nielsen. The notion there was to offer a less milky, crisper version of the E-180, which he says helped for long lens work.

Panavision also re-glassed and re-housed two Angenieux 10:1 zooms to reduce traditional breathing problems with those lenses, making them more useful on camera cars. And finally, Panavision produced another, specialized zoom and housing relay system, nicknamed “the eyeball zoom,” that involved mounting a 10:1 zoom on top of a separate 4:1 zoom, permitting filmmakers to hold the image at chest height on an actor in order to zoom into eyeballs full frame without sacrificing depth of field.

Colorist Stefan Sonnenfeld at Company 3 performed final color correction on Island scenes during the DI, but much of the palette was established during dailies sessions at Company 3.

Colorful Dailies

Company 3 president/managing director and veteran colorist Stefan Sonnenfeld supervised color timing on the film’s HD dailies and handled the DI himself. He says that Bay has “an eagle eye” when it comes to color and design.

“He sees everything,” says Sonnenfeld. “I’m pretty accomplished in my own right, but I think Michael sees things when we’re working on these images that I’m amazed he can see — things a trained colorist of 15 years might not see. He’s got a unique ability to zone in on what is right or wrong with an image.”

On The Island, Bay wanted the first part of the movie, showing the contained facility where clones are born and raised, “Centerville,” to look different from futuristic Los Angeles, where the escaped clones are hunted.

“We wanted [Centerville] to be a warm gray, but not too bleak,” explains Bay. “We didn’t want it to be that dreadful, depressing sci-fi look, but we did want to show that these clones are being raised in a sterile environment. Then, when we get outside, the movie gets grittier, warmer, and more extreme with color. We get more gusty with the lighting — more fill light, more aggressive, more handheld cameras.”

Given Bay’s self-confessed propensity for “screwing around with color and light through telecine,” and the fact that the DI at Company 3 was looming, this approach posed challenges for Fiore, who was participating in his first feature film DI. The DP says, in particular, that adjusting to both HD dailies and the fact that certain corrections would need to be made later during the DI due to the tight schedule, required certain judgment calls during production.

“These things changed how I worked part of the time,” he explains. “A negative is that [a DI] can make you a bit more sloppy during production, so you try hard not to think in terms of ‘I can fix it later in post.’ On the other hand, working quickly is very important in our industry, and it was important on this project. You can’t always search, or wait, for perfect light, for instance. Light is my passion — I try to control and play with light. Therefore, I tried to shoot as if this movie [were] being color-timed photochemically. Still, there are times when that last flag goes up and someone points out that we could do that part of it during the DI anyway, and you realize it might be suitable in that particular case, so you say OK and move on. But I tried not to get sloppy about it.”

Much of the final look was achieved during dailies sessions at Company 3, where Sonnenfeld set a series of basic templates for dailies colorist Mark Osborne to follow using a da Vinci 2k Plus system (version 3.7.3) after Company 3 transferred the day’s film to HDCAM. Those dailies were later transferred to DVD for Bay’s use throughout production.

Rather than the equivalent of a typical one-light pass for dailies, however, Bay insisted on intense color correction throughout. This was done for many reasons — most generally, Bay always strives for high-end dailies. But given the film’s tight 17-week postproduction schedule and the fact that DreamWorks wanted parts of the movie screened in various places during that process, the approach proved invaluable in creating a more polished product in midstream.

But Sonnenfeld points out that there was also another reason for using this approach — it permitted filmmakers to keep the imagery consistent “down the chain,” as he describes it. “When time is tight, and we need to create dailies, previews, trailers, EPKs, and TV commercials long before we get to the final DI, we need to make sure all that imagery emanates from the same source,” says Sonnenfeld. “Color-corrected HD dailies, on this movie, were that source, and it allowed Michael Bay to make sure everything was consistent long before we got to the final stages of the DI. It also allowed Michael to try more things, to see what worked and didn’t work, so that when we got to the DI process, we knew what we had done on the HD dailies, and we were able to get to the final look more quickly than we would have been able to do otherwise.”

ILM’s Issues

This methodology, however, created a challenge for the ILM effects team, led by visual effects supervisor Eric Brevig. For the show’s approximately 400 visual effects shots, filmmakers devised a workflow whereby Sonnenfeld and Osborne created what Sonnenfeld calls “pre-colored” templates for ILM to follow as the company built temp effects shots to sew into the evolving cut — shots designed to be as close as possible to the near-final quality of the rest of the dailies. Due to the post schedule, ILM had to apply reasonable facsimiles of those color-corrected templates to the temp shots long before those shots were final.

ILM’s problem, therefore, was how to emulate the color-timing approach for the dailies without altering the original data for each effects shot, allowing Bay to alter them later in the DI process at his discretion. The solution, according to Brevig: “We developed new software tricks to emulate the color-timed footage while retaining all the data in case Michael changed his mind later. If the rest of the [dailies] scene was spectacularly color-timed and screamed on the big screen, we could not deliver a shot that looked like a one-light from the lab. Our shots are so complex, with all the compositing and blending that we do, that we couldn’t possibly change them on time if someone wanted changes during the DI.

“Therefore,” he continues, “the software we created analyzes raw scans of the film images, compares them to the color-corrected ones, and creates specific simulations [look-up tables] to apply to those scans so that we can view it with the appropriate color correction and color-space changes, while keeping the entire file data-loss free.”

According to Chris Townsend, ILM’s digital production supervisor, that process means creating effects in a neutral space and then applying special LUTs that emulate the color-correction done on the dailies. “But that look is not baked into the image,” he says, “and we can still send neutral scans to Company 3 for the DI. Often, we are creating and applying these LUTs to any viewing medium — monitor or projector — on a shot-by-shot or sequence-by-sequence basis. This is just an extension of the notion of applying a LUT to emulate the basic look of a specific type of film. But instead of simply emulating the film itself, we are also emulating the color correction that has been applied to that film.”

Townsend estimates that ILM developed 60 different LUTs that were applied to various effects sequences for dailies over the course of the project.

Developing that system was not the only change instituted at ILM during the job. Just before The Island came to ILM, company officials decided to move forward with the next stage of an ongoing project — the integration of the company’s internal pipeline to permit all 3D tools to function within ILM’s new inhouse graphics package called Zeno (version 2.7).

“The theory,” says Brevig, “was to streamline our process and get rid of the old-fashioned notion of going in and out of different software tools, so that our artists could work entirely within a single package. Zeno has become an overall architecture for this purpose. Eventually, one artist could do animation, editing, and compositing on the same machine. We haven’t fully integrated the 2D applications yet, but on this film, and War of the Worlds, Zeno was particularly useful for animating and lighting shots in the same place. Over the years, we have written proprietary tools for sophisticated animating and rendering techniques that go beyond typical off-shelf tools, but it has always been somewhat cumbersome to use them because we always had to transfer data from one software package to another. Now, an individual digital artist can control more of the process on high-end shots because we are less compartmentalized.”

According to Townsend, making this transition while working on two large projects was difficult but well worth it. “The biggest difference with this change was that we switched over from doing wholly BSpline modeling to doing polygonal and subdivision surface modeling and texture layout, which means creating spans and dictating where the paint goes,” he says. “We are actually painting within our proprietary packages. That means actual asset creation is now done entirely within Zeno. We’ve also created a proprietary lighting package called Lux within Zeno, as well as a texture-mapping piece of software called Zenviro.”

Final Details

As he often does, Bay used multiple editors to cut The Island. Co-editors Paul Rubell and Christian Wagner share official credit, but Bay also involved Roger Barton, who co-edited Pearl Harbor for him and more recently co-edited Star Wars: Revenge of the Sith. Bay also used other editors who have worked with him on commercials in recent years. The editing team used Avid Film Composers (v. 11.2.5) on Apple G4 computers, supported by about 3TB of Avid Unity storage. Company 3 transferred dailies to DVCAM and DigiBeta, with the DigiBeta versions digitized via FireWire into the Avid systems at the Bay Films production offices in Santa Monica. (DVCAM versions were retained as backups.)

For the DI, the editorial team simply provided Company 3 with its offline EDL, and Company 3 then used a computerized system designed by Marilyn Sommer, owner of US Computamatch, Los Angeles, to locate the corresponding negative for conforming the movie. Sommer says that different forms of the system have been used recently by facilities around the world on various films, including the Lord of the Rings trilogy, but on The Island, Company 3 used for the first time a specialized version of the system written by Sommer to be compatible with Company 3’s DI pipeline.

Computamatch includes a “pre-telecine” module called Film Data Interface (FDI). FDI is a data management interface between the film and all possible uses of that film, permitting Company 3 technicians to prep film for telecine themselves and create the equivalent of lab rolls for telecine, rather than doing it at a traditional lab. The process involves the collection of all key negative numbers for the entire movie using an infrared barcode scanning system. Computamatch then assigns timecode for each lab roll, based on those collected key numbers.

“We assemble the negative so that the key number always falls on the ‘A’ frame of a 3:2 pulldown sequence,” Sommer explains. “We maintain a database of the entire movie from day one of the shoot, so that at any time, editorial can send us a simple EDL of the cut, or a specific shot, and we would know exactly what to pull and what to scan, down to the frame, whether for visual effects or the DI. This relieves editorial from having to rely on something like a Filemaker Pro database, which may or may not match the data in the Avid, since that data is usually hand-entered into the system, for scanning shots. With this system, the information comes straight from the timeline off the Avid via the EDL.”

Company 3 then transferred that material on a Spirit telecine at 2k, and lead conform editor Dylan Carter onlined the movie using a Quantel iQ system (version 3.0, rev.7). Company 3 used 8TB of FC and 16TB of SATA storage with an ADIC CVFS file system managing the data. (The company also used 20TB of iQ Dylan storage during the DI.) Sonnenfeld worked with Bay and Fiore in the company’s new digital theater, viewing the work in progress on a big screen through the company’s new Barco DP-100 2k projector.