Originally appearing in issue 56 of MovieMaker in 2004 as told to David Konow, legendary cinematographer William Fraker’s insight was gleaned from a long and fruitful career. Fraker passed away in May 2010, but his work on such films as Bullitt and Rosemary’s Baby still shines brightly within the canon of American film.

After honing his skills in the early days of television, Fraker met Conrad Hall (Cool Hand Luke, American Beauty) at USC and worked as his camera operator for five years. Shortly after becoming a full-fledged DP himself, Fraker shot the Peter Yates classic, Bullitt, starring Steve McQueen. The film’s ground­breaking car chase showed he had a knack for great action sequences, but he didn’t stick with the genre. Instead, he made it a point to work in every genre imaginable, from horror (Rosemary’s Baby) and drama (Looking For Mr. Goodbar) to westerns (Tombstone) and comedies (Heaven Can Wait). Like any great guru, Fraker is pleased to share his wisdom, this time for the benefit of MM readers.

1) First light shines brightest.

It’s magnificent to go onto a black, dark stage and strike the first light; that’s the first brush stroke. Everything depends on the first light you strike. From that point on, you build your picture visually.

2) Pay your dues.

I started in television. In those days you began as a loader, then you became a second assistant, then a first assistant, then a camera operator, then a director of photography. I did something like 200 TV shows, and all the way up you learned a tremendous amount about your trade. When you became a cinema­tographer, you really knew what you were doing.

3) There’s a difference between “different” and “original.”

I had the best times with Conrad Hall. We’d sit at night, after we’d finished shooting, have a drink and talk about what we were going to shoot the next day. We couldn’t wait to go to work. Conrad didn’t want to be different, he wanted to be original. And he was.


4) The look of the picture is inherent in the material.

Our teacher at USC was Slavko Vorkapich, who was the father of the montage. He taught us how to use and live with visuals. He told us “Every time you walk into a restaurant, look at it to see how it’s lit; study the ambience of the place.” I believe the look of the picture is inherent in the material. The material will tell you what the picture should look like.

5) The fun is in the collaboration.

The director’s the captain of the ship, the cinematographer’s the executive officer. You have to really learn who you’re working with and what they think. It’s like a marriage. As a cinematographer, you can immediately tell a terrific director if they let you do what they hire you for.

On Looking For Mr. Goodbar, Richard Brooks said, “Billy, in this scene we’re gonna have four naked people on a bed. I don’t wanna see any pubic hair, I don’t wanna see any breasts. I don’t wanna see any nudity, but I want everybody in the audience to think they’ve seen it all.” Then he walked away. He left me to do what he hired me to do. We ran the picture at the Academy and a woman I knew came up to me and said, “Billy, how could you do a picture like this? All that nudity!” We achieved our goal!

On Rosemary’s Baby, Roman [Polanski] took the audience and led them by the nose to a point, then he left it up to you, and let the audience run with their imagination. That’s the marvelous thing about directing—you don’t have to be literal. So many directors are so literal they take the storytelling element out of the movie. You come out of the theater saying, “It was okay,” because you weren’t involved in the story.

On Honeymoon in Vegas, the Flying Elvises were coming out of an airplane. How would you see them? I told the costume designer, ‘Put Christmas tree lights all over their suits. Also, get smoke bombs to put on their feet so the searchlights can spot them coming down.’ That’s the fun of collaborating on pictures.

With Bullitt, I met Peter Yates and we talked about a picture he’d done called Robbery, where the opening sequence has a car chase. I thought he did a terrific job and when I asked how fast they were going, he said they couldn’t go over 60 to 65 miles per hour. That night we made the decision that on Bullitt we weren’t going to speed up the camera. We were going to shoot 24 frames and speed the cars up. We were the first to mount cameras on the cars so they wouldn’t shake.

The fastest we went was 124 mph. I was sitting six inches off the ground in the car, going 124, and the centrifugal force of the car wouldn’t allow me to move right or left! Steve McQueen is coming alongside, I’ve got to get his close-up and I fought and fought, thinking ‘I gotta get the shot!’ In one scene, Steve and the stunt driver come down a hill and have to turn right. The driver turns too sharp, and has to straighten out so the car wouldn’t flip. But when he straightens out, he hits the car that was parked there and wipes out the camera, too! Our idea was to take the audience on that trip, which really worked beautifully. The first time I saw it with an audience, they applauded at the end of the chase. It was absolutely sensational.

6) No two days are ever the same.

I’ve got 50 years in this business, and no two days were ever the same. But it’s getting more like accounting, where the numbers have to come out right—where two and two is four. We try to make two and two five sometimes! Conrad Hall was adamant about the look. He’d say “No, we don’t want to do it that way, let’s do it this way,” and we’d break the rules, and it was accepted then. That was exciting because you were doing something different, and the audiences were buying it. That was a very exciting period.

7) Tell the story.

On a low-budget movie, you have to shoot X amount of pages a day. You figure how to tell the story, then make a decision on which sequences are important to progress the story and which aren’t. You have to spend more time on the sequences that tell the story than the transitional ones.

8) Learn from your mistakes.

Everybody’s afraid to make a mistake, but how do you learn if you don’t try? How do you think they advanced medicine? You learn by making mistakes. MM

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