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Cinematic Sluggers

“There have been some great fight films, and I wasn’t sure I wanted to take that on,” says Ron Howard of his hesitation to direct Cinderella Man. “I found it daunting to face the challenge of trying to present boxing in a more compelling fashion than has been done in the past.”

DP Salvatore Totino films Russell Crowe using a 35mm Eyemo camera with a Nikon Nikkor still lens. Totino wore training padding so that Crowe could actually hit him to increase the DP”s understanding of the fighter”s POV in the ring.
Photos Courtesy: Universal Studios

A conversation with actor Russell Crowe, who stars in the film as the Depression-era fighter, James J. Braddock, however, convinced Howard to take up the challenge. At the time, Howard was simply chatting with Crowe about the viability of the project, when, according to Howard, the actor suggested how to present the story’s four major boxing matches in a realistic but also cinematically compelling way.

“Russell said to me, ‘Why don’t you think about the fights the same way you thought about the fires in Backdraft?’ That really struck a chord, because I remembered my decision to approach each fire in that movie with a particular cinematic style. I even labeled them: One was ‘Vietnam,’ one was ‘haunted house,’ one was ‘opera’ because it came at a culmination point, and the other one we called ‘Alien,’ after the movie, because it was a fire that went through hallways, and you never knew when it might lash out at you.

“We arrived at those labels based on the characters and their states of mind at any given moment. So that was a great clue for the boxing sequences. I went back to character 100 percent and decided each fight should be based on what was going on in Jim Braddock’s head at that moment. I wanted the audience to feel they were standing alongside Braddock in those fights, to give a subliminal sense of what he was going through. That was a good beginning.”

From there, Howard segued into a hard-core research phase and as preproduction commenced, he immersed himself and his collaborators in boxing minutiae.

“[Martin] Scorsese had someone from his library send over some fights and a very interesting boxing documentary,” Howard recalls. “We watched film of Braddock’s championship fight with Max Baer — the only complete Braddock fight we had on film — over and over again and used that as a blueprint. We listened to the [radio] announcer’s account of that fight, we read newspaper accounts, and we used all that information to find the best moments of the 15 rounds of that fight, order them, re-order them, and eventually, build a seven-round narrative of that fight.

“Then, we started consulting experts like Angelo Dundee and our boxing coordinators,” Howard continues. “We also began viewing other fights and gathering any information that boxing historians could give us. After that, we began studying all the great Hollywood fight films, from Wallace Berry [in The Champ] to Ali. In fact, we started playing all those fights — real fights and Hollywood fights — over and over again, all day long in a continuous loop with the sound off in our production office. We even added period films that were not about boxing, like On the Waterfront and documentary footage from the Depression era. That stuff played on five monitors in our office. The idea was to put everyone through an immersion process, and I think it helped us produce realistic boxing sequences.”

DP Salvatore Totino (right) and Director Ron Howard choreograph the boxers and the cameramen in the ring.

Testing Techniques

All that inspiration wouldn’t have meant much if Howard’s team, led by DP Salvatore Totino, had not developed a series of specific techniques for covering the boxing, filmed at Maple Leaf Gardens in Toronto, in realistic, yet unique, ways. The process evolved from developing a choreography for the four main fights, and that process evolved from a series of DVCAM tests conducted in a Van Nuys, Calif., gym, in which unscripted and scripted sparring sessions between real boxers were taped, analyzed, and incorporated into a loose animatic for each fight.

Howard’s key collaborators had to participate in the testing phase, and that helped them build methodologies for filming boxing with multiple cameras and then editing that material in a compelling way.

“For months, Salvatore shot guys sparring on DVCAM, and we did a lot of experimenting during that period,” Howard explains. “Then, [editor] Dan Hanley took much of that choreographed and non-choreographed footage and cut it together as a [template] that allowed us to develop editorial techniques for cutting the real footage together.”

These sessions not only allowed filmmakers to choreograph the main boxing sequences in the film, they also allowed Totino to script the best way for himself and other camera operators to move around the ring, filming the action.

“I needed to see what it would be like to be in the ring with the actors and how I could move around without interfering with the way we wanted them to move,” says Totino. “That process gave me a good idea before the first day of filming about where and how I could move in the ring. During these tests, I realized we could place two cameras in the ring with the boxers, plus focus pullers, and still maneuver.”

According to Howard, the final preparatory step involved a series of film camera tests that allowed filmmakers to make technical decisions about ways to meet Howard’s creative requirements.

“Keep in mind, I wanted to be inside Braddock’s head during the fights,” says Howard. “So we started experimenting with film stocks, lenses, and even different types of cameras to find camera speeds and other effects. A lot of what we discovered was predictable, but we were pleasantly surprised by what happened during action moments, when we tested with older [35mm Reflex] Eyemo cameras outfitted with [Nikon Nikkor] still lenses. There was a kind of streaking that occurred with them, and that enhanced the speed of punches and movement in certain scenes. It was kind of disorienting in some places, but in others, it was very effective. It was all about creating a cinematic expression, or grammar, for showing what the punishment felt like in the ring.”

Totino adds that he studied techniques used in 2002 by director Michael Mann and his DP, Emmanuel Lubezki, to capture up-close-and-personal, stylized boxing footage for Mann’s film, Ali (see “Catching Up With Ali,” January 2002). In particular, Totino was impressed by that project’s use of dual, digital lipstick cameras mounted on special, handheld rigs for certain shots. However, Totino explains, Howard wanted a grittier, less-stylized look to the boxing; more reminiscent of the Depression-era time period in which the story takes place.

“We thought the digital look would distract from the realism of what we were trying to portray for this film’s boxing,” Totino explains. “Ron warned us not to get too tricky or stylized with the photography. So, although I loved that approach for Ali, we thought it would not be appropriate for this film.”

Actor Russell Crowe and camera interact during the filming of a fight sequence.

In the Ring

Totino relied heavily on a fleet of Arriflex cameras — Arri ST, LT, 435, and even the older, lightweight SL camera outfitted with small zooms — provided by Clairmont Camera, Toronto. Those cameras, combined with the Eyemos and a variety of rigs Totino’s team cobbled together, allowed filmmakers to cover the boxing according to Howard’s specifications.

“Cooke S4s were the main lens choice,” says Totino. “But I also used Angenieux Optimo 12:1 zooms and mini Century zooms for our handheld camera [the Arri SL], plus those Nikon still lenses for the Eyemos.”

Totino generally relied on Kodak 5229 Vision stock (500 ASA) for all boxing sequences and nighttime scenes. He used Kodak 5248 and 5293 for daytime exteriors and occasional daytime interior work.

Overall, Totino’s success with the film’s boxing sequences emanated from insisting on massive amounts of coverage. He used at least five cameras, and sometimes as many as eight, while filming the boxing scenes.

“Most times, we had two cameras inside the ring, with a tight-lensed camera right outside the ring,” Totino explains. “We had a Technocrane getting high angles outside the ring, along with three cameras on dollies, and a handheld camera or two running around outside the ring. Plus, we invented what we called the ‘Tire Cam,’ which was basically two big tires hung together with a camera on the inside, all wrapped in foam with a special bridle around it, hanging from a bungee truss down into the ring: Sort of like a punching-bag camera. The actors would punch right at it as we moved it around and filmed them. I also put on padding a couple of times and ran a handheld camera in the ring while [the actors] punched me, to heighten the realism.”

Howard considers Cinderella Man to be “more of a close cousin to Apollo 13 than anything else I’ve done” in terms of how the imagery was filmed.

“Outside of specific parts of movies, like the land race in Far and Away and the fire scenes in Backdraft, I’ve never shot this much coverage on a consistent basis,” says Howard. “But I found that filming boxing was most similar to filming weightlessness on Apollo 13, where you plan and plan and then shoot a massive amount of stuff in a short period of time. That movie was about situations with no gravity, of course, but here we are also dealing with gravitational forces, as fighters wear down. We could only film the hardcore boxing sequences for about two hours at a time. Then the fighters would have to cool down, and we would then have to start the warm-up process all over again. That caused us to really refine both the choreography and the shot lists, analyze our storyboards, and take a look at how the editing was coming to develop the next section. That let me develop 20-shot lists for each part of a sequence. So once we got to shooting it, it was really like a live event during those two hours of filming — a sprint to get it before we would have to slow down again.”

(Left to right) DP Salvatore Totino, Russell Crowe, boxing trainer Angelo Dundee, and Ron Howard discuss the filming of a boxing sequence.

A Cutting Load

A significant consequence of Howard’s pursuit of large amounts of boxing footage was that the editing job on the movie became “simply massive,” according to the director. But, as with production itself, co-editors Dan Hanley and Mike Hill developed a methodology for maximizing the visceral impact of the boxing cinematography.

“I must say that, while we did have storyboards and did all that research, Dan and Mike were just really pure and dogged about discovering what was the most impactful footage, and they did that on their own,” Howard says. “I have worked with them a long time [since 1982’s Night Shift], so I don’t expect they will surprise me, but I was shocked to see how much frame work they had done. They inserted flashes of two or three frames of a punch — building a punch out of three images. It wasn’t that the initial punches weren’t intense, they were, but Dan and Mike knew they had to create a heightened sense of the violence and the intensity. So they did a lot of experimentation.”

For instance, the two editors designed a creative device for enhancing the importance and impact of certain punches in crucial fights. That method involved combining the powerful pop of 1930s-style camera flashbulbs with the punches to enhance their impact.

“Discovering a way to use those flashes was really important for the boxing scenes,” says Hill. “We were searching for some way to make the boxing different from what people have seen before. What we realized is that photographers from that era used those big, powerful flashbulbs to get pictures of the boxing matches, and we were going to have [the photographers] there, as part of the scene anyway. So we tried coinciding some of the flashes with big punches — not all the time; just for certain, crucial punches. We played around with it and found that putting punches together with the flashes was dynamic looking, visually exciting, and that if we froze a frame and held it a few beats, it somehow made the punch feel more impactful. We’d freeze it, and the flash would light up the action. You could see some of the crowd for a second. So we combined the freeze-frame technique with the flashes throughout the big fights, and particularly by the climactic final fight, it really made the sequence pop out.”

Hill adds that the sheer amount of boxing footage was daunting at times. “It was a bit of a relief when we got to a dialogue scene,” says Hill. First assistant editor Robert Komatsu says filmmakers shot approximately 1.5 million feet of film for the total production, about a third of which was boxing footage.

During production in Toronto, it fell to Komatsu, assisted by Brigitte Rabazo and Luis Freitas, to organize, catalogue, and distribute the footage to Hill and Hanley. After shooting wrapped, the editing team moved to Howard’s offices in Greenwich, Conn., to finish the job, with assistants Irene Kassow, Kent Blocher, and Guy Barresi taking over for Komatsu.

The production relied on three Avid Meridian systems operating on the Macintosh OS9 platform in Toronto, and a fourth similarly configured system was added in Connecticut.

“We had 2TB of media on our [Avid] Unity storage, mirrored to another 2TB for a total of four,” Komatsu explains. “We also backed up the 2TB to FireWire drives for further protection. We later physically moved the Unity drives to Connecticut. Once they arrived safely in Connecticut, then we moved the backup FireWire drives.”

Howard once again relied exclusively on DVD dailies, usually viewed on his laptop. Deluxe Toronto performed Telecine work during the shoot, synched dailies, and burned them to DVD for Howard and his collaborators.

“They sent us FireWire drives to hook up to our Avids, and we would then copy the media right into our machines,” says Komatsu. “Fortunately, Deluxe has its own Avid system [PC-based Adrenaline], which they used to digitize everything. That way, it was simple for us to copy the data to our FireWire drives and then re-copy it to our editing stations. When you have roughly three hours of dailies a day to deal with, [this approach] saved us about 2 1/2 hours a day.”

Komatsu used a Filemaker Pro database system to keep track of all the shots and visual effects information, and he came up with other organizational devices for tracking down the required imagery.

“We would export information from the Avid and import it right into my Filemaker Pro database, which I am continually customizing,” Komatsu says. “For The Da Vinci Code [Howard’s next film], I’m using version 7 and have customized it a bit more. The database is very helpful in terms of letting me do customized searches to find specific types of shots. For example, I could do specific searches for ‘Braddock jabs,’ specifically in the Max Baer fight. Beyond the database, since we were creating boxing sequences, I also put together a two- to three-page written synopsis of each round of boxing for Mike and Dan to make it easier for them to sort through all the choreography. I made a habit of looking at the crane shots first for each round of boxing and that gave me the overall perspective of what we had in the take generally. Then I continued to view footage from all the other individual cameras. I then wrote the synopsis to give the editors that overview and to help them figure out what bins related to what specific actions in the rounds.”

Komatsu adds that the Avid bins were “very tightly organized” in terms of how they related to the order of the evolving story. In addition, any clip could be duplicated and put into additional organizational bins, such as “Braddock punches at the camera.”

According to Hanley, “pieces would be stolen” from one segment of a round to be applied to another portion of a different round of that same fight. Hanley adds that the two editors basically split up about 15 full rounds of boxing to start the editing process, “with us having around five hours of material for each round, so it was a huge job just culling through all of it,” he says.

Hill says that that over the course of a few weeks, once filming ended, he and Hanley built a first cut that checked in just under four hours (the final version is 2:15 long) for Howard to review.

Hanley took charge of working closely with visual effects supervisor Mark Forker at primary vendor Digital Domain in Venice, Calif., as well as & Company in New York, to make sure that digital enhancements to certain aspects of the boxing were handled with care. Chief among these enhancements were the ramping of punch speeds and the movement of bodies, heads, and faces to enhance key punches, as well as the creation of digital sweat and blood.

“The boxing, generally, held its own without too many elements being added to it,” Hanley says. “But Salvatore shot much of the boxing at high speed, so Mike and I mocked up speed shifts in the Avid to get it back to anywhere between 24fps and 30fps, whatever looked realistic to us. We left it in high speed if we wanted to slow down or accent certain punches. So we mocked up a lot of motion effects in the Avid, and that way, if Digital Domain gave us the first and last frame correctly, which they did, and if they needed to shift something for motion effects, it dropped into the [evolving cut] pretty easily. About 90 percent of the time, Digital Domain was able to stay very close to our original mock-up. The rest of the time, we had a back-and-forth to determine the best way to handle it. If a certain frame within their process differed from ours — because Avid speed controls depend on which frame you use as a starting point, and it does not always mock up exactly like film — then we simply played around with it until we got what Ron wanted, or we even jumped frames out literally until we got the speed we wanted.”

Subtle Effects

Forker says Digital Domain relied extensively on its proprietary Opti-Flow software to alter frame rate speeds in punch shots by translating editorial data for speed changes directly into the company’s proprietary, Linux-based compositing tool, Nuke version 4.

“Mainly, speed changes and adding sweat and blood were the alterations we had to do for the boxing scenes,” Forker explains. “Sometimes, we had to re-time the two boxers within a shot, if the actor moved his head too early or something. That meant rotoscoping part, or sometimes all, of a boxer out of a shot [in Combustion 3.0.3] or changing his arm or moving his head more toward the glove — things like that.”

Forker says about 185 key shots were digitally altered that way in the movie. All told, the film has more than 700 visual effects shots — all of them of the invisible variety since this was, after all, a period piece. Many of those, he adds, were simple speed-change shots, wire removals, or paint fixes.

“But some key shots show punches that are central to the story, like when [Braddock] gets his ribs broken in one of the fights,” Forker says. “Those needed more intense manipulation, so additional compositing techniques utilizing Opti-Flow were crucial for those shots.”

Digital Domain added CG sweat to numerous shots to enhance the realism of the boxing scenes. Left: An original plate without added sweat. Right: Composite with virtual sweat added.

CG sweat and blood, created primarily in Houdini (version 7) and rendered in Houdini’s Mantra renderer, were also subtle, but crucial, additions to the boxing sequences.

“We mainly had two basic categories of sweat — contact and residual sweat — and then, multiple variations on those two categories,” Forker explains. “Contact sweat resulted directly from a glove hitting a body part, while residual sweat flies through the air when the head or body gets snapped around — that generic spray into the air. We broke down blood in a similar way, but with a different color and consistency, obviously.”

Forker points out that Cinderella Man, being a period piece, “was a big compositing show.”

“Mainly using [Nuke] and some Flame, we had to do set extensions, change buildings to look like they did in the 1930s, add other CG buildings [in Maya version 6], and create high-end matte paintings [in Photoshop CS] like the shot in the movie showing Manhattan in the distance from the Madison Square Garden Bowl,” he says. “We also had to digitally remove the roof of Maple Leaf Gardens to make it appear like an outdoor arena like the bowl was back in that era, and we had to re-shape a corner of that stadium.”

In the 1930s, boxing arenas were generally dark, smoke-filled buildings, except for light pouring over the ring itself. So crowds were, for the most part, created in a practical way.

“They used dummies, to be honest,” Forker admits. “We had thousands of dummies constantly being re-distributed and re-dressed for different sequences, scattered in among extras in key locations, depending on camera angles. The real extras provided enough movement, and it was mostly dark over the crowd, so this technique was effective. But you can’t go to dead black out there, and there were also shots where the dummies were over-lit or the camera stayed too long in one place, and there we fixed plates or replaced them.”

Because a key plot element in the movie revolves around Braddock’s family suffering through part of a winter without heat, the creation of cold winter breath elements at visual effects studio & Company, which contributed more than 130 shots to the movie, were also important to the story. According to David Isyomin, & Company’s visual effects supervisor, most of the breath vapor elements were shot live on its insert stages against a blackscreen, and then digitally inserted into the sequences, usually using Shake.

“We had a scratch track and knew the timing and strength level of the person breathing from production — whether heavy breathing or a little wisp,” says Isyomin. “So we were able to time the elements we shot and manipulate them in Shake to work for that particular person’s breathing or the word they are speaking at the time.”

Isyomin’s team also participated in the transformation of Maple Leaf Gardens into an outdoor stadium. He says & Company decided on “a 2D solution to a 3D problem” in order to replace the stadium roof with an outdoor, nighttime atmosphere. Isyomin says a major issue to handle for those shots was that the outdoor stadium is lit up at night for the boxing match. That, in turn, illuminates the smoky atmosphere.

“We ended up with a 2D solution by which we created elements to match existing lighting and created an invisible transition from air that fills the stadium over the ring to air that you see up against the black sky,” Isyomin says. “Instead of a starry sky, you see wisps of smoke swirling into the lights. Essentially, that makes it a large matte painting because the camera is always moving — it’s a large matte painting of the air itself. That element then has to be tracked into the shot, manipulated, and animated for intensity and changes in lighting conditions during the shot. But Shake has a strong tracking module for stuff like that.”

3D tracking played heavily in another shot created by & Company — a shot showing the interior of a restaurant reflected in the chrome cover of a serving platter carried by a waiter. “We had to extract two different motions for that shot — the motion of the handheld camera in the room and the motion of the platter, carried through the room by a waiter,” says Isyomin. “We also had to simulate fingerprints and smudges and scratches on the platter’s dome. That was done using different texture maps that were applied to a 3D model of the platter’s dome — about five layers, I believe. We then created a 3D model of the room in Softimage XSI, painted texture maps, along with little details like chandeliers and wall lamps and other architectural elements, which were all designed to match the production design of the shot — that signature art deco style of the 1930s. It’s a very intuitive process, and you can see the results immediately before you have to render the shot.”

Ron Howard adds that the nature of this kind of effects work once again reminded him of his experience on Apollo 13, because in both cases, effects artists were charged with re-creating a past reality down to intimate details.

“The authenticity of the plate work, the work done to make New York City look believable, the matte work in general — that was all really important,” Howard stresses. “The film is really close to Apollo 13 in that sense. I learned on that project to trust the truthfulness of the story and the narrative and add no embellishments. I applied that lesson to Cinderella Man on many levels, including how the effects were used to make this Depression-era world look believable.”

Finishing Up

Howard and Totino chose to make Cinderella Man their second consecutive digital intermediate project together, following on the heels of The Missing (2003), and both say they are permanent converts to the process. Howard refers to the DI as a “safety net to achieve visual goals” that time, money, or other logistical considerations prevent from being achieved during production.

Totino adds that the fact that the film would be finished in the DI suite at EFilm, Hollywood, “had a big impact in how I shot the film.”

“Now I can afford to let go of some things because I know from experience that I can deal with them during the DI,” Totino says. “Something that might take an extra hour to light, or to cut light off a wall if the actors are not in front of it when it is in the frame; you can frame down in a Power Window during the DI and do it that way.”

According to EFilm colorist Steve Bowen, Cinderella Man’s DI was all about the process of seamlessly matching disparate elements. “It’s a period piece, and Sal wanted it a little bit deep saturated with a very yellow, warm look, and he accomplished most of it in light setups,” he says. “The DI augmented that where necessary. But for the most part, the main challenge was in matching things. The boxing matches, for instance, were shot over long periods of time, and they used smoke as an atmospheric element, so the levels of smoke were constantly changing. The other issue was the lighting of the boxing matches. Since they captured so much amazing coverage with so many cameras, they obviously could not light for every camera. In traditional timing, you cannot easily change contrast. If a shot has a lot of atmosphere, making the background behind the characters look somewhat milky, there is no way around that in a traditional timing situation. But we were able to Window or freehand matte around the people and deal just with the background or the contrast and match shot-to-shot much better. This was especially helpful in the fight sequences, where there were a few shots that were just a few frames long, with quick cutting. If any of those did not have the proper smoky atmosphere, it would stand out. So we spent a lot of time altering contrast on each shot so that it all cut smoothly.”

Bowen and conform editor Martha Pike both used EFilm’s proprietary ColorStream color management system during the DI process. The company scanned the original negative on one of its four Imagica XE Advanced scanners, while visual effects came over and were ingested as 10-bit Cineon files. EFilm officials say 10TB of its huge — 200TB-plus — SGI-based SAN storage network were dedicated to the project throughout the DI, and at the end of the process, the movie was filmed out on Arrilaser recorders.

At the end of the day, Howard is confident his team met his goal of achieving realistic boxing sequences to help him tell Braddock’s story.

“It’s all about creating an aesthetic that is grounded in reality,” Howard says. “That’s what we tried to do for this story.”