The art of second unit photography is a subtle one, often overlooked by moviemakers preoccupied with primary narrative—but when it comes to molding atmosphere and tone, few things are more essential. What can directors and cinematographers learn from a great second unit crew? We looked for pointers from A.J. Edwards, the seasoned second-unit director behind the sublime visuals of Terrence Malick’s The New World, Tree of Life and To the Wonder. Edwards premiered his own directorial debut, The Better Angels, at Sundance this January. Taking the wilderness of 1817 Indiana as the backdrop for Abraham Lincoln’s childhood, The Better Angels was shot in gorgeous, eloquent black-and-white—cinematography that’s much more than a “dialogue delivery box,” as Edwards puts it.


“…Lean delegated scenes to second unit directors very grudgingly, he wanted to shoot everything himself, suspecting that a second unit director really wanted to make his own film.” – Gene Phillips in his 1996 book Beyond the Epic: The Life and Films of David Lean

Cars driving by, tabletop inserts, landscapes, city-wides, clouds: all of the shot ideas that usually come to mind when one thinks of second unit. This unit, according to practice, is to “clean up” a set once first unit departs, maybe photographing prop details, a stand-in, background talent close-ups, and so on. They often do not work with principle cast and instead capture neutral (although essential) angles.

The first two minutes of west Texas vistas playing under Tommy Lee Jones’ voice-over in No Country for Old Men: second unit.

The ethereal back-lit underwater shots of corpses and debris floating while the unsinkable ship sinks in Titanic: second unit.

The stunning aerials over New York City and Salzburg at the start of West Side Story and Sound of Music, respectively: second unit.

I was fortunate to direct second unit on Terrence Malick’s The Tree of Life, shot in Smithville, TX in 2008, and on his follow-up, To The Wonder, shot in Bartlesville, OK in 2010. It was a quicksilver team made up of great directors of photography: Paul Atkins, Peter Simonite, and Nathanael Vorce. Our shot list was nearly as long as the entire schedule, so we edited it down to what Malick believed was practical and essential according to his needs and vision.

Brit Marling plays Nancy Lincoln, the mother of young Abe, played by Braydon Denney

Brit Marling plays Nancy Lincoln, the mother of young Abe (Braydon Denney) in The Better Angels

We had the ability to wait for good light and get the imagery we wanted, or more importantly, what the director wanted. Like a documentary crew, we searched for our shots, rather than artificially creating them. This is not to say we were just after what is pretty—no, we were after building blocks for editorial. Especially on these Malick films—films that have much to show in addition to the stars—we were gathering thoughts, memories, and dreams. The Tree of Life spans the entirety of time, so there was a lot of imagery needed beyond that which the actors could supply. Uncharacteristic of most second units, we worked every day that the first team did, as well as with the actors, most often MOS (“motor only sync”, i.e. no sound).

To The Wonder was a different experience in that there were two second units. First, there was Paul Atkins and I, who were focused on capturing the uniqueness of Bartlesville and Tulsa, including the way in which the people, elements, and structures entangled themselves with the main characters of the film (played by Ben Affleck and Olga Kurylenko). The other unit was legendary photographer Eugene Richards, assisted by Julio Quintana, who aimed to depict the ministry of a priest (Javier Bardem). With Richards’ unit being a tenth the size of the first team, he was able to immerse Bardem in honest situations with real, struggling locals: addicts, convicts, bereaved mothers, etc.

As you can imagine, and as the film shows, this slice of the picture achieves a very special kind of authenticity because of the unit’s mobility and small size. With Quintana acting as both sound recorder and assistant cameraman, Richards worked more like a documentary filmmaker than a Hollywood second-unit director. He was used to being a solo artist in his photographic work, so the cinematic transition was a natural one for him. This is especially interesting when one considers the task involved working with Bardem, one of the world’s most famous and celebrated movie stars.

This preamble returns us in a way to the Lean quote at the start. During the second unit shooting for To The Wonder, I aimed to direct a film of my own. I was lucky to have the best teacher: firsthand experience. As Carl Theodor Dreyer said of his apprenticeship a century ago, “I don’t think many have had a better schooling. After all, it’s from the daily grind of making films that you learn the craft.”

The Better Angels was shot in upstate New York in the fall of 2012. I was helped immensely by the influence and good work of Matthew Lloyd, the director of photography on the picture. In the weeks leading up to principal photography, he and I sat together and discussed the screenplay. We created a separate document that had each scene reduced to a one-line description without dialogue, a method he learned from [legendary cinematographer] Harris Savides. This document began to resemble the second unit shot lists with which I was familiar from past projects. After arriving on set, instead of attempting to analyze a five-page scene in my thoughts in preparation for shooting, Lloyd’s brief summary—the scene’s essence—was like a lighthouse to a ship in the dark.

Wes Bentley as Mr. Crawford in The Better Angels

Wes Bentley as Mr. Crawford in The Better Angels

Adding to the reminders of my time on second unit was the wilderness location. The story of The Better Angels concerns the youth of Abraham Lincoln in the Indiana woods at the beginning of the 19th century. The Lincoln cabin of American folklore, the massive old-growth hardwoods, the great Ohio River that divided Kentucky from Indiana; all these icons of our towering hero’s life had to be captured to represent a place and time now lost to our eyes but forever alive in the soul of each viewer. I knew that come time for editorial, this film would not be one solely made up of masters and close-ups, walk-ons and stage exits. The frame would not just be a dialogue delivery box but also the energetic perspective of a boy experiencing a mysterious new land, the pain and joy of that time, as well as the love and sorrow of his whole family. As many noted of Michelangelo Antonioni’s pictures decades ago, the goal was for the distinctions of “background and foreground” to lose their conventional meaning.

The film was shot primarily on Super 35mm, but for a fraction of the time we also used the RED Epic. It, along with “the RED man” Julio Quintana, became our second unit. The RED, more effortlessly than a film camera body, negotiated rainy days, rocky terrain, slippery slopes, and could keep up with the wild energy of the Lincoln boys and girls. The “smallness” of video also allowed us to shoot on weekends with just a two-man crew. We worked like street photographers, gathering gems as we came upon them, snatching them with a few clicks, and then onward to a new discovery.

The lines between first and second unit definitely blur a bit for me. I like it that way. In the end, the difference between the two units should be invisible to the eye once the picture is on the big screen and in front of an audience. In this way, second-unit photographers have to be chameleons. The best are like great instrumentalists who come in to the studio for a while to do some overdubs on an album. The listener will just think their favorite musical artist or band is doing everything on the record, but in fact, a behind-the-scenes performer, unknown to the public but respected by his colleagues, has been called in to do a special task. “He writes his name on water” as Malick says of all craftsmen, including himself.

The more teams work on a film, the more it becomes like a quilt, stitched together by many loving hands. Cinema is and always will be a collaboration. MM

The Better Angels

The Better Angels opens in theaters November 7, 2014. All images courtesy of Amplify.