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The Making of The Carnival Sequence from “The Last 3 Minutes”

Episode III “Carnival” was on Day two of our four day shooting schedule. This day was a very ambitious one because we had four company moves.  We started at the ranch house location, moved to meadow location, then on to the main street location for the street fight.  The last and final location that night was in the park in downtown Piru, CA. I sent the lighting crew down to the park early to get a pre-light going while we did our day exterior work because I would not need any lights.  They had their hands full.  We had a park with a beautiful tree that Po, the director, www.imdb.com/name/nm1256747/ and I found very visually appealing but that was it. The location had no carousals, rides, or vendors; just a big area of grass with a California pepper tree.

As a cinematographer, one of the jobs that I think it is most exciting is to create visual illusions. I come up with many crazy lighting ideas in my sleep.  I call them lightmares.  I have to say that my pre-rigging crew hates it when I have a lightmare.  I will set a plan in action on many of the movies that I have photographed and at the eleventh hour change almost everything after a lightmare.  I remember on Terminator:Salvation my Rigging Gaffer Scotty Graves www.imdb.com/name/nm0336351/ had almost completed the Skynet set at the old Albuquerque Train repair yard and I said “What if we go to Grainger and buy all these sports fixtures?” Scotty said, “What are you talking about?”  I said,  ‘You know those fixtures that light the football fields.”  Scotty replied, “Ok and we do what with them?” I said “We need 400 of them.”  I had an idea that we can create a massive tractor beam that blasts up into space to guide the Skynet Transporter in through all the pollution and smoke that they are generating to create a new industrial revolution of machines.

Skynet transporter

Skynet transporter

Scotty immediately said, “You had a lightmare last night didn’t you?”  I said, “Yes and this is going to be so cool.  We need eight 55’ articulating forklifts so that we can mount 50 lights per lift. We will send them up into the air aim them into space and then when our CGI spaceship is landing we will tilt these babies down and nuke the camera.”  Scotty said “Alright then, I will get on it. Let me call Kent Baker.”

Terminator 3

Terminator 3

Kent Baker was my rigging Key Grip, www.imdb.com/name/nm0048656/. Both of these guys are so impressive and they make it happen.  Against all odds they make me shine everyday. When I showed up on the set the lights and rig were getting finished just as the summer sun was on the horizon.  When they fired up, it was awesome.

So, back to Carnival. For this sequence I had a lightmare that was this crazy spinning Carousel lighting rig.

carousel rig

Carousel Rig

Po described this sequence to me as beautiful moving balloons of light that make an ordinary night picnic extraordinary.  So the dream rig was 4 speedrail spokes that came out about 8’ from a hub that was mounted on a light stand that could support it, just like a bicycle tire.  At the end was 5’ speed rail posts that hung down from each spoke.  Then we took colored 4’ Fluorescents and mounted them to those posts and the spokes.  It was all cabled to the center where we mounted a 1000 watt igloo cooler Honda generator.  You cannot spin something around that has cable to it.  The cables will wind up and bind and you can’t continue to spin.  So, by putting the generator on the top and cabling it to the center we could spin that rig all night in whatever direction inspired us.  We had a storage shed in the deep background so we rigged some Fluorescents to that so it felt like a snack shack vendor.

Carnival Lights

Carnival Lights

Next, it was on to creating the balloons of light.  Gore, our very talented Production Designer and the Art Director hung 4 long strands of carnival lights from the tree and the light poles.  We had two fantastic interns helping us on this job.  One flew all the way from Kansas City to work on this, he put himself up at a hotel and rented a car just to participate; meet Brandon.  The other one was a film student from Occidental College studying Cinematography and Direction; meet Julien.  These guys were the backbone of the crew.

julien, HV Intern

Julien, HV Intern

Anything that Antonio, my gaffer, needed they were on it.One critical request was to black wrap every street light that was going to turn on at sunset and destroy the mood lighting on the carnival set.  I think they did at least 25 lights, where they had to use an extension ladder to scale the 20’ pole and then wrap the black foil around the fixture.  When I finally got to the set the carousel light rig looked amazing but it was too hot for the 5D.  The colored Fluorescents were just white because they were so overexposed.  So the grips grabbed some Neutral Density gel and wrapped it around to bring them down so that the sensor saw them as a color, not a white nuclear stick.

Game Vendor Rig

Game Vendor Rig

Once that fell in, I moved on to creating a motivation for a beautiful warm back light on our stunning actress Eli’s blonde hair www.imdb.com/name/nm2897828/.  So I positioned  baton lights off to the left side of the frame and put them on a chase pattern so that it felt like one of those crazy game vendors; you know those people who take all your money in a game that looks easy to kids but is impossible to win.  It looked really good out of focus and gave me the necessary motivation for the back light. To the naked eye it just looked like a lot of lights hung in disarray, but when we put the Canon 85mm L series lens up on the 5D and focused on Eli’s beautiful face, the background came alive with a magical feel.

Carnival Lights At Night

Carnival Lights At Night

Po looked at the monitor when we racked focus to Eli’s face and she said, “Yes, that is it. This is what I was looking for, this is going to be great.”

However, it was not quite that smooth. I needed to put the camera to create that intimacy that Po wanted and the minimum focus was right at her face, so when Eli leaned in to kiss the camera, she immediately went out of focus.

Eli In Carnival

Eli In Carnival

So we tried the 50mm Canon L series that had 9 inches for a minimum focus, but our background lost all of its beauty, even when we took the exposure down to a 1.4.  It did not make the lights look the way the 85mm did.  You have to think on your feet when problems arise, use a disadvantage and turn it into creative genius.

Eli Going Out of Focus

Eli Going Out of Focus

Po said “Let’s go with the 85mm. It looks amazing, it is creamier on Eli’s skin and when she goes out of focus, this will just help my transition to the baseball diamond.”  So here is our creative interpretation of a night Carnival where William proposes to his girlfriend.  Enjoy!!

Author: Shane

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72 Comments

  1. I hope I have a lightmare tonight!

    Post a Reply
  2. Hi Shane,
    This is a great series. You have become my only source for real production tips for the Canons.This was my lightmare http://vimeo.com/5246009 actually more of a camera mare as creating the city out of fairy lights was easy but getting anything out of focus on an HVX200 was not! (YEARS before Canon or RED).

    Cheers,

    Toby

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    • Toby Angwin, Thanks for the kind words, sweet video, love the interior car stuff and the depth of field out on the hill top with the lights in the BG, Great job.

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  3. Wow! Thanks for sharing that. I’m amazed at how long you spent to get ten seconds of finished video. I’ve only been on a professional set twice so I don’t have much experience to go on. From your experience, how long, on average, would you say it takes when shooting a feature to get one minute of finished video “in the can”? I think Terminator webisodes you shot might be a good measure for what we’re trying to do, production quality-wise.

    Thanks,

    Rob:-]

    Post a Reply
    • RobShaver, thank you so much for the kind words, it does take awhile to get it right. I is different on each project depending the content matter. Terminator webisodes was 2 hours of footage for 3 minutes maybe. You are very welcome.

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  4. That was incredibly inspiring. Thank you for making a behind-the-scenes of that. It is amazing how much time and effort goes into making something that lasts only a few seconds.

    Post a Reply
    • Jerry McKimm, thanks for the kind words and it does take a lot to turn a field of grass into a carnival.

      Post a Reply
    • Yeah, jerry that was really sweet…

      Post a Reply
  5. I have been reading your blog for a while and am still new to the filmmaking world ( I shoot 1 frame at a time ;) ), but have always wanted to make movies. I find your blog posts really insightful and I have learned a lot by reading and watching them. It amazes me how much work that goes into making a scene, but it really paid off. Not only did I not even think the background was not a real carnival, it was a truly beautiful scene. I borrowed my friends 85mm for a few scenes I shot for a 24 hour film making contest I just did and, not having a huge budget, improvised a monitor by plugging it into a small LCD tv and wow. It was gorgeous.

    As the others have responded already, thank you soo much for sharing everything about the process. It is really appreciated and I look forward to your future posts.

    Mel

    Post a Reply
    • mel haynes jr, I want to thank you for those kind words and your commitment to the blog. You are very welcome. Yes, the 85mm ROCKS!!!!

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  6. I never knew what to call the inspiration for all these scribbles of notes I find by my bed in the morning… Apparently ‘lightmares’ is the term for it! I love goofy rigs like these, thanks for sharing! Cheers, Shane!

    Post a Reply
    • Adam J. Richman, you are so welcome, thanks for watching.

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  7. Phenomenal, Shane. This is fantastic to see and wonderful to experience the process you went through to make this production.

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    • Ross Anderson, Thank you so much for all the kind words.

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  8. Shane, this series of “making of” is absolutely amazing, it’s something unique. Thank you, really, thank you for your efforts. You put us in the condition of knowing how the pro works in photographing a movie, and this is great!!
    Have you ever thought of producing some sort of DVD course on DP? Something like “Hollywood Camera Work” but for DP. You definitely have the skills to do this and it will be very useful not only for private learners like us, but also for film schools.

    By the way, I’m buying some old Nikon AI Lenses for my T2i (I wanted to have Zeiss Lens, but they are out of my budget :) ), following your opinions.

    I’m waiting for other “making of” episodes, thank you!

    Cheers

    Lorenzo

    Post a Reply
    • Lorenzo Convertito Blasio, thank you so much for all of those kind words and support. We are working on a Master Class as we speak that should be available in Los Angeles soon. The Nikon AI and AI-S rock. You will be very happy with those. Just do not save money on the adapter. Novoflex or Fotodiox above $140.00 us.

      Post a Reply
  9. Hi Shane,

    I find your blog really inspiring and I’m very much grateful for your sharing and not just selling. I’m from Asia, and many of my mates love your site.

    There used to be many good resources for DSLR filmmaking on some sites and blogs, but sadly most have turned into just promoting and selling gear. However if you ever produce a DVD on cinematography, I’ll definitely buy it. Like Lorenzo said, you definitely have the skill and experience to impart knowledge.

    Thanks again for sharing this wonderful knowledge with us.

    Post a Reply
    • Boon, thank you so much for those kind words and support. My wife and I set out on this web journey with the understanding that we were going to keep it personal, answering one blogger at a time, as well as inspiring them to be great. We do not believe in advertising. I am a cinematographer not a marketing maniac. That you both for those comments and you are welcome.

      Post a Reply
  10. Nice breakdown! Thank you for sharing I am off to buy a body today. I have been drinking the kool Aid for a month now. My project is focused around water sports so I am looking to see more of your work with the seals. The showing at raw works was the most inspiring EOS filming for me. Sometimes it takes one to jump out and take a risk, and lead the path for others, in this you have done so. thanks

    Post a Reply
    • andrew, thank you for those kind words, I am glad you are drinking, because everyone has to drink or the punch does not work. I am trying to blaze a trail at this point, as well as inspire. I thank you for noticing, and you are welcome.

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  11. Invaluable, Shane. Thanks for taking the time to share. Holy cow! all that work for ten seconds. I’m starting to see where that 40K budget went! :-) If you ever need any more slave labor, I’m there. Thanks again. Your quest for the perfect shot is inspiring.

    Post a Reply
    • Jerry, You are so very welcome. I will put you on the list as a dedicated filmmaker, not slave labor. We have many projects coming up, what is your schedule?

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  12. The short was well made and great performance by the actors. When I first watched it, I didn’t even focus on technical aspect of it. I just enjoyed the film. I have watched the short few more times along with all the making of videos. Your blog is invaluable. Thank you for explaining everything in details.

    Post a Reply
    • Bipul, I want to thank you for those kind words and support. You are welcome.

      Post a Reply
  13. Awesome Shane!
    was curious if you could list the support equipment you used around the Canon; monitor, monitor connectors (HDMI splitter?), power, follow focus (looked like a Bartech.)

    thanks

    -t

    Post a Reply
    • Thomas, Thank you so much for your support. For more in depth info. the support equipment is detailed on the Hurlbut Visuals rental page. On-board is a Marshall 6.5 monitor, power is Anton Bauer, the lighting monitor was a HP Dream-color 2480 ZX and the remote follow focus was a Bartech, you are correct. You are welcome

      Post a Reply
  14. Hi Shane,

    As always thanks again for these amazing insights into your world.

    I haven’t been able to watch the video yet as I am at work, but I was just wondering why you didn’t use an extension tube to get focus with the 85mm?
    Was it just that they were not available at the time or is there another reason behind it?

    Regards,

    Mike

    Post a Reply
    • Mike, Thank you so much for your kind words and support, we did not have the extension tubes in our kit. But it ended up working perfectly because of our shallow depth of field.

      Post a Reply
  15. It’s great to see your use of practical consumer light sources. It inspires me to think more creatively and use common resources as well. If I were to go to Home Depot and pick up whatever appealed to me, what should I know about maintaining light temperature amongst my choices? Thanks for another top notch BTS feature.

    Post a Reply
    • Bill, I use all different color temps, I feel it looks the most real. Build a couple of those baton lights and you will be surprised on how awesome they are. At Home Depot, go for a mix. Daylight balanced flo’s are sold there now, along with tungsten.

      Post a Reply
  16. Thanks so much for the invitation, Shane. You are very, very generous man. I’ve been a still photographer for 20+ years and I’m just getting into motion, and I’m currently up to my neck in CS5. I’m going to try to make this happen with my schedule. I have no doubt that a day on the set with you would be worth a year in film school.

    I see that you’re a fan of bounced light and then diffusing further through those screens. I’m just wondering what your opinion is on the Kino Flo type of light. I’m considering getting the 4 foot, 4bank light for music video production. I don’t really recall in any of your material seeing you using a Kino. They seem to be popular. Do you feel they are not soft enough? I’m also considering a dimmable Kino type of light (2ft 6 bank).

    Post a Reply
    • Jerry, you are very welcome, I love Kino Flo’s. I actually use them all the time. The 4′ 4-Bank is probably my favorite, so go for it. That is a great purchase.

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  17. If I knew that before :). A cheap adapter I bought last week has arrived today. 27 euros, and it’s tricky to mount and unmount, I cut my thumb to unscrew the adapter the first time!!! It’s identical to this cheap Fotodiox adapter: http://www.fotodiox.com/catalog/product_info.php?products_id=123
    I tested only with a 28mm AI, in my house, and it seems that it has the classical focus beyond infinity problem.
    I saw on ebay this fotodiox adapter:
    http://www.fotodiox.com/catalog/product_info.php?products_id=28
    with focus confirmation chip. Do you think this feature is important? It’s this one of the adapter you mentioned?
    Thanks

    Cheers

    Lorenzo

    Post a Reply
    • Lorenzo Convertito Blasio, yeah that adapter will bum you out. Your image will shift while focus, and actually move around. You have to go for the $139.00 one, it is tight and will focus at infinity. You are welcome.

      Post a Reply
  18. Once again very interesting with great information and narration. – And all this work for 10 seconds worth of video. That must be the essence of dedication :)

    Post a Reply
    • ivan, yes they are the ones I purchased on the Navy Seal movie, they are very good. Go for that.

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  19. Hi Shane as a long time stills photographer and now obsessed with the dslr video thing I’ve struggled with the…”who’s the creative control person on a movie asa stills guy has total control and where is the “photography” as it seems buried in all the other disciplines that are needed to make a movie.
    A friend has loaned me a dvd called visions of light, the art of cinematography. It traces cinematography from the earliest days up to recent times. It puts the role of cameraman, DP, lighting etc in perspective,I loved it and recommend it to any budding filmaker….now I know where the photography is!! Rod from downunder

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  20. hey shane, awesome blog|forum.. I really feel accurate information is being shared here and you cant say that about every blog.. thanks a lot for yours and everyones generosity.

    I saw that you used fluorescents for the carousel rig.. have you had experience using non kino fluorescents with the 5D camera.. I need to light an office location a bit like what is seen in All The President’s Men.. top light with a bunch of fluorescent practicals with mixed in natural window light.. What brand of fluorescent tubes – cc gel combinations have you tried? Im looking to get the most accurate color reproduction on a very tight budget.. if I could I would go all kino tubes but I can’t, mexican budgets are tiiight. we can only afford gels and non kino tubes and i cant gel the windows since there are a bunch of them and they are too big.. so basically im trying to match practical non kino fluorescents with natural window light and 4′ kino daylight fixtures used as fill or side light for the actual characters.. Im sure its a common lighting scenario. it would be great to hear everyones opinion.

    Post a Reply
    • guillermo garza, thank you so much for your kind words and support. At the Home Depot they are doing a very clean daylight balanced fluorescent now. It has a bit of green in it, but nothing that you cannot dial out in your color correction. The problem with gelling the flo’s, is that once you get it where you want it, there is not any light left coming out of the ceiling fixture. I go for this mixed lighting look. I love cool white fluorescents mixed with daylight, but that is my personal preference. It feels more real. You have to love a little green in you skin tones though. But if you want it to match, then I would head to Home Depot and buy the daylight balanced flo’s.

      Post a Reply
  21. Shane,

    Along with the bounce, you chose to add some diffusion. What type do you like? Does it differ under the circumstances?

    Bill

    Post a Reply
    • Bill, yes it differs depending how the face takes the light, how hard I want it to be or how soft. I do like bouncing and then using Rosco Half Soft Frost. It softens the light but doesn’t bloom the light which makes it hard to cut in some interior settings.

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  22. I like the look of Roscos 3010 Opal Tough Frost going to use it next weekend for interior shots. Going to take the new 5D out for it’d first short film. There will be three generations of talnet from the same family performing. should be a fun shoot.

    Post a Reply
    • Bill, I like Opal Frost also. I just found that the Half soft frost has a luminescent quality on faces. You should check it out.

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  23. Thanks again shane!

    Post a Reply
  24. Wow…. just totally bewildered by the amount of prep needed just to make that scene!!

    totally newbie hdslr user.

    Post a Reply
  25. Amazing stuff. Exciting how much goes into five seconds worth of footage. I wanted to ask what camera was used to shoot the making-of.

    Post a Reply
    • Andy, thank you so much for your kind words. 5D baby!!!

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  26. This is amazing! Bokeh, baby! Yeah!

    Love the way you organised this shot. It shows that dealing with DSLRs doesn’t mean you don’t need to light a scene anymore. Would a Primo lens with proper T-Stops have helped you in pulling focus? Do you find the Canon lenses reliable when racking focus?

    Keep up the great work!

    Post a Reply
    • Richard van den Boogaard, Thank you so much for those kind words and support. I have found the Canon lenses are worth a look. They rocked out the “Last 3 Minutes” and I projected that on a 60′ screen at the Mann Chinese. Just a little tedious with prep on the focus. But Duclos just came out with a mod for the Canon glass that sets stops so that you don’t have to deal with the endless focus ring disaster. Thank you and I will keep kicking ass.

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  27. This is great! Amazing that you were able to create all off that in the bokeh by simply using lights. What’s your trick to nailing skin tones spot on with the DSLRs? I’m having issues with my 7D. I’ve been told a ton of different things about flattening profiles v.s. not flattening, exposing to the highlights v.s. midtones. I’ve also been told things about lighting soft v.s. harsh and using daylight v.s. tungsten. What are your thoughts? How do you setup your camera and light specifically when you are shooting with the 7D or 5D DSLRS?

    Thanks!

    Post a Reply
  28. Fantastic blog. On behalf of cinematography students everywhere, thank you so much for this. I have a question that may give away my ignorance. I noticed in the final result for this scene and the bedroom scene you got a really lovely intimate mood though soft warm lighting. My question is: In those scenes, did you set the key a stop or two below 18% grey reflectance, or did you have have an 18% grey or above key, and then bring down the mid tones in post?

    Post a Reply
    • Christopher Thomas, thank you so much for those wonderful kind words, that is what I am here for. I light to eye. I used my HP Dreamcolor and starved the sensor of light to get that low light feel, probably underexposed the sensor about 3.5 stops. I also work with very warm bulbs, my baton lights that you see I think a picture on episode I of the BTS of L3M. They are about 2600 degree kelvin. These lights give me a beautiful skin tone.

      Post a Reply
  29. Thanks Shane, as far as I know you are the only ASC guy out there that’s sharing knowledge like this. I have been a fan of your work before this blog launched but now, after seeing you work on set and how you treat your crew, you are at the top of the list. Many thanks.

    I’ve been shooting “professionally” for close to 10yrs but came up in a more video/TV environment than a narrative film one. That is also what’s paying the bills at the moment. That said, storytelling through images is my passion and I want to parlay my experience w/ light, composition and lenses into a more fulfilling area of production- namely filmmaking rather than shooting Tv and industrials. What do you think the best avenue to take is at this point? The problem with the intensive cinematography courses is that they are so damn expensive. I have a family and am lucky enough to be steadily working and living a decent lifestyle but I’m still reasonably young and wonder what you feel the most valuable “experience” would be at this point? Just start shooting more narratives? buck up and take a particular course? any opinion would be greatly appreciated. I’m NYC based and it’s not as easy to access big time DP’s as in LA so this blog is a huge resource.

    Sorry for the long email and cheers to the exceptional work..

    Post a Reply
    • Ethan, thank you so much for those kind word, these comments are what continue to inspire me. I started out the same way in music videos. Got my narrative break on a Donna Summer music vid that I was shooting for the film Daylight. The director visited the set and was blown away with my lighting and the way I ran it. The next day I go a call to shoot a pilot for NBC and then I was offered the Rat Pack. Narrative work will find its way to you as long as you continue to do your best. The opportunities will arise, and you have to be able to go for it and take them, even though it might not be for the right amount of money. I tried my best to save while I was doing commercials and music vids so that if that right project came along I could do it. Their is a ton of narrative work in NYC. The people that you are working wit now will soon be the Spielberg’s of tomorrow. I hope this helped. Peace

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  30. Hey Shane,

    When trying to work around the 85′s minimum focus issue, did you ever consider throwing the 50 on a 7D for that shot?

    Thanks,
    Chris

    Post a Reply
  31. Hello Shane and the folks of Hurlbut.

    I just started shot with a 5D four months ago and here is a nice place to had a lightmare. A lof of good informations.

    I came up here from Zacuto webseries, now I am your fan, congrats form Brazil!!

    Peri

    Post a Reply
    • Peri, thank you so much and welcome to the HurlBlog. We want you to feel at home. Take a ride and enjoy.

      Post a Reply
  32. Well, let’s try again. This is a great series! Thanks so much for sharing all this great info. I just learned a lot.

    Post a Reply
  33. Shane I think this blog is exactly what I’ve been looking for. I purchased a canon 5D II in Feb. and I’ve been working to get more glass and accessories. I’ve done some music videos and commercials and I really want to get to the point where I can actually make a living doing what I love. I really appreciate learning from you it gives me that extra drive to try to make my film come true. Thanks Bro

    Post a Reply
    • Eric, Hi Eric I am glad that I could help, thank you for those kind words and support. Keep on shooting, the more experience, the more comfort, then comes creativity.

      Post a Reply
  34. Hello Shane, I would like to ask something, in this “Carnival” scene as i Key Light you use bounce light to big frame and diffuse it. this i understand. But my question is: did a 4 bank kino flo thru 216 same service ? I am just asking to understand. Thank you so much .. Libor

    Post a Reply
    • Libor, It all depends on how close that your Kino flo is to the actor. I use a large source for softness, but if a small source is close then it would do the same thing.

      Post a Reply
  35. Incredible work they do. thank you very much for sharing your knowledge. I have curiosity what make and model of wireless follow focus used? thanks

    Post a Reply

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