The Curious Birth of Benjamin Button (2009) - full transcript

It's easy to be there
when they cut the cord.

It's a wonderful experience for anybody.

I mean, the kind of ancillary good will
that comes from babies being born,

as beautiful as it is,

it's so much easier
than holding somebody's head or hand

when they get that look
in their eye about,

"That was my last breakfast," you know.

At this point, I think my father had died,

and I'd gone through that experience.

I had that call in the middle of the night.

You know, he had cancer
for almost two years,



pancreatic cancer, which is...
You know, two years is a long time.

And then one night, you get this call,

and my mom said, "His back's hurting,"

and so we went to his house,
and we had to call the ambulance,

but it's one of those things
where you really think,

"Okay, this is what the next six months
is gonna be."

You have to get yourself ready,
prepare yourself for this.

And literally that night,
we walked in there and they said,

"You need to come back in the room.

"We've got him in the room
where people die."

And they sort of took us down the hall,
and they said, "He's got five minutes."

And I was like...

You know, you kind of go, "I don't have...

"I haven't written my speech.
I'm not ready."



And you go in there,
and you see somebody who's breathing,

and their system's shutting down,
and their eyes, they have this look.

They can barely, sort of, make you out.

They know now.
They finally realize this is it.

And you hold their hand,
and you talk to them,

and you whisper in their ear,
and you try to soothe them.

But there's this...

You know, "What can I do?
How can I do more?

"How do I prove to you
what an impact you made

"and what a difference you made?"

And it's so,

you know, impossible.

If you haven't gone through it,
it's impossible to describe,

but I thought that was an act of love

that's so...

It's so much more profound
than having a child.

I enjoyed wholeheartedly
the experience of having my daughter,

but it's just this outpouring of...

But here's this thing where you
just have to be strong for somebody.

You just have to be...

You have to go to this place
that you just never...

You know, you want it to be over
as quickly as possible,

and yet you don't want it to be over.

And I read this script, and I thought,

"This is what this is."

It's something else.

It's love measured against
this graph paper

of the thing that we try
so desperately to ignore.

Ray Stark had this project
in 1986, 1987,

but we didn't take a look at it until 1990,
when Casey Sliver brought it to us.

I was an executive at Universal,
where the project was developed.

Ray brought in a short story,
F. Scott Fitzgerald short story,

which l really loved.

This was, l would say,
probably'88 or something like that.

I don't know how long ago.

And we gave it to Frank Oz,
and Frank Oz wanted to develop it,

and Frank brought a writer in.

They went away and they worked
for a number of months on it,

and finally threw their hands up
and said, "We can't figure it out."

There's no conflict.

It just sort of unfolds in a simple,
very nice but very undramatic way.

At the core of it,
there's a wonderful idea.

Born old. Die young.

It's just a magical story,

and l think the premise
always fascinated us

in looking at what it would be like
to go the other way.

Casey Silver, who was the president
of production at the time,

lived next door, in Santa Monica,
to Nick Kazan and Robin Swicord,

and Casey said to me,

"You should read this writer,
Robin Swicord. She's talented."

So l read her material.
l thought she was great.

l sent her the story and she loved it,

and we had months and months
of discussions,

and she worked incredibly hard
and she wrote a script.

And it was a great first draft.

Even though it is not the movie
that they made,

a very long time ago, it showed
there was this great movie in here.

l think Robin deserves
an incredible amount of credit

for taking this short story
and reinterpreting the thematic ideas

behind what it means
in terms of a man aging backwards

and what that new perception on life
might be.

The script was given
to Steven Spielberg,

and Steven Spielberg said,
"Wow, this is great."

And Robin Swicord and I
had a meeting with Steven,

and it was this really exciting meeting
very early on,

and Kathy Kennedy was in the room.

And then that sort of developed
into a long working relationship

and what happened was,
Steven got busy doing other things.

Steven gave the project very serious
consideration for about a year.

We did some read-throughs with actors.

Tom Cruise was somebody
that we were very serious about,

and he came over to Steven's house
for a read-through

with several other actors.

And then, in the course of that year,

we were also working on
Schindler's List and Jurassic Park,

obviously two very different
but two very big projects.

And Steven ultimately decided

he was gonna do those two projects
back to back, so he stepped away.

Then, for about a year or two,

it languished, and right around'91,'92,

Frank and I segued
out of running Amblin

and formed our own company.

And we set up a deal at Paramount,

and this was the first project

under our new banner of
Kennedy/Marshall that we set up.

This agent, who is now dead,
Jay Maloney,

introduced me to David's work.

Of course I flipped, and I met David,

and we talked about various things.

And I told him about this movie,
and I gave him the script right away.

Even though it was still
Steven Spielberg's movie,

he just seemed interested in the idea,

and I sent it to him
and he really liked it.

And that was the beginning
of a relationship with David

where we would talk about material
over the years.

The first time l read the script,

I think it had been floating around
for a couple of years.

I think Spielberg had abandoned it
at that point in time.

Tom Cruise had abandoned it.

And Josh Donen took an interest
in some of the early stuff

that i had done and sent it to me.

I don't know if it was
sort of a taste barometer,

but it came highly,
highly recommended.

He said, "I want you to read a script.
I think it's a beautiful script."

It was written by Robin Swicord,
and it was a beautiful script,

but it sort of hinged
on the audience;s affinity for

and knowledge of jazz,

which, as a betting man in Hollywood,

that's not something
I'm really ready to put it all down on.

So, I loved it. I appreciated it.
I thought it was moving and beautiful,

but it wasn't the kind of thing that I said,

"Before you die..." I just thought

someone will do really well with this
if they can ever figure out how to do it.

The stumbling block for so long,
with anyone looking at this material,

was everyone looked at it
as though five or six different actors

were gonna have to play
the part of Benjamin Button.

When you broke it down
and you saw how little it was,

and you might have to have
four or five people playing Benjamin,

it became a big issue about,
"It's really not a movie-star role."

I couldn't figure out how it could
be done, to be honest with you.

At the time, this is like 1991,'92.

I mean, in'92,
l was still trying to convince ILM

to do the alien for Alien3 in CG,
and they were saying,

"We're years away.
That'll never happen."

So you can imagine what
the greatest minds

that could be brought to bear
on this aging problem...

It was basically a hand-off
between five or six different actors

and a lot of rubber work.

We talked to everybody.
We talked to Stan Winston.

We talked to a lot of people
about how we could do this,

and my biggest fear was that you had...

I didn't wanna see somebody look like
the Kraken

from the Ray Harryhausen movie.

You know, where the brow gets really
protruded and the cheekbones...

So I was reticent to discuss with anyone
the notion of silicone

or certainly latex pieces
that would be applied,

because it just seemed like you would
need a thousand-day schedule.

As elaborate as the movie was,

you would need forever
to be able to shoot it.

And Frank and I
have always had this issue,

when production problems
start getting in the way creatively,

we always step back and go,
"Okay, wait a second.

"This should not be
what's interfering with storytelling."

So, there came a time
when I seriously thought about,

I don't know, eight or nine years ago,

I thought, "This is never
going to get made."

This is gonna be one of those scripts
that everybody writes about and says,

"This is the wonderful script
that never got made,"

and nobody really understood why.

I think the next time I heard about it,
I heard about it through Spike Jonze,

who had a take on it.

That was a radically different movie.
That was much quirkier.

I would throw it
into the Coen brothers sensibility,

more of a comedy, a quirky comedy.

He talked about making it
a much more intimate movie,

and I think it was at that moment in time
that Sherry Lansing,

who was running Paramount,
hired Eric Roth.

And I don't think
it was against Spike's wishes,

but it certainly was...

I'm not so sure he was involved
in the decision at all,

and I think he felt like he couldn't
be involved in something

that he wasn't charting the course of.

And I remember we had lunch
and I said to him,

"You know, Eric Roth's talented.

"Before you give this up, you may
want to wait till you read the script."

I wasn't really that aware of it except

for vaguely knowing about the project
having been around for a long time.

And Paramount and Sherry Lansing,
who was running Paramount at the time,

and I had done another movie,
Forrest Gump,

and she asked me to take a look
at the project

and read the short story.

Eric has a real affinity

for being able to take
large, complex ideas

and distill them
into character-driven pieces.

L did some research as to why
he wrote it, F. Scot Fitzgerald.

Obviously, l wouldn't want
to do anything

that would besmirch his memory.

And I've checked even
with a couple of people

who are renowned Fitzgerald scholars,

and said, as best as they can tell,

he did it as sort of a fancy.

I mean, there wasn't anything...
A little caprice, you know.

Fitzgerald, when he wrote
the original short story,

thematically, he was dealing
with something much more cynical.

He was really making a commentary

on the fact that youth is wasted
on the young.

To me, the idea of this guy
aging backwards was a lovely conceit.

Other than that, the storytelling was not,
to me, as interesting.

You know, not to knock Fitzgerald,
but to just...

I felt it didn't lend itself.
It was kind of spoofy,

and I felt there might be
something a little more

that you could take away from it
than that.

I didn't hear about it for a while,

and about a year later, there was
a draft that was floating around.

Josh, who's great friends with Eric

and great friends of mine, said,
"I've read it and you need to read this.'

And so he gave it to me,
and I read it over the weekend,

and I thought, "Wow."

And I got a call from Kathy Kennedy
and Frank Marshall,

who I didn't even know
were involved in it.

I knew it was Ray Stark,

and then I knew Sherry Lansing
was somehow involved with it,

and then I got this call
from Kennedy/Marshall,

and they said, "Would you like
to come in and meet with us on

"The Curious Case
of Benjamin Button ?"

The thing I remember most
about the first meeting was,

the first thing
out of everybody's mouth was,

"How do you do this?
How do you make a guy who's that tall...

"You know, he's four years old
and he looks like he's 85,

"and then how do you take him
to being six months old

"and breathing his last breath?"

And because my background initially
was at Industrial Light and Magic,

I've learned that in that situation
you always lie,

and you always say,
"You know, we'll figure that out.

"That's the least of our problems."

So we started to have this conversation
about everything else other than that

with no one having any kind of real idea
of what that would take.

But it was one of these meetings
that you always hope to have

when you're discussing a film

or the idea of setting sail on a film,
that you hope that you have

a conversation with the writer
and the producers

where you're talking about first kisses.

We ended up talking about making out
for the first time, first hangovers.

It was a really interesting round robin
of people talking about their lives,

and I thought, "That's kind of what
this movie, I think, will do for people."

I think it's the kind of movie
that puts you in touch, in an odd way,

with how you defined yourself

or how you were defined
by certain moments in time

and what that stuff
really means to us all.

And then, on the flip side of that,

everybody knows that at some point

they're going to shuffle off
this mortal coil.

And we spend so much time
making our lives busy enough

that we don't ever have to think
about that.

It was kind of all the most interesting
stuff about the movie.

You know, the technical side of it

was either gonna take care of itself
or it wasn't,

but that wasn't the discussion
to have on the day.

That was gonna be a process.

This thing had been in my periphery
for years at this point.

It'd come in and gone.

And I think it was more about
the technological hurdles at that time,

instead of just using different actors.

I think that was getting wearisome
at this point.

And then it landed in Fincher's lap,

and Fincher and l are always talking
about a possible project or two.

And I really didn't think he was serious
about this one.

I thought it was a nice idea

given the Fincher that I know that
is seldom revealed to the outside world,

but I really didn't think
he'd pull the trigger.

He read it and he said,
"It's kind of a love story, isn't it?"

And I said, "I don't think so.
I think it's a death story.

"I think you should read it
with that in mind.

"Remember, this guy grows up
in an old folks home.

"Literally everybody
who passes through his life dies."

And I also didn't think
this was something

that I necessarily should be doing,
maybe it was a bit obvious for me to do,

and my baggage would just encumber it
even more and slow it down.

But it was Fincher coming
and explaining what he was after,

and that was, he first described
what it wouldn't be,

and that was
the ballad of co-dependency.

You know, "You complete me,"
so to speak,

which is a nice idea,
but it's a young idea.

I love Romeo and Juliet.

I love West Side Story.
I love co-dependent love.

But it can't be the only expression
of love in narrative movie-making.

It can't just be about that.

He was after something else here,

and, I have to say, I was interested.
I thought it felt right to me.

And he read it again
and he called me and said,

"I get what you wanna do with this.

"I would do this
if we can figure out a way

"that I can play this guy the entire time."

And I said, "Well, of course.

"That's just technology.
That's just technique.

"We'll figure that out."
So I was back to my first meeting.

And I think around 2004, 2005,

when David seriously started
to turn his attention

to how to execute the movie,

the technology had caught up
with the story,

and we could all begin
to have very serious discussions

about Brad Pitt playing the part
from beginning to end.

And that completely changed
the dynamic of the development.

And suddenly it got traction,
and the movie started to get made.

Somewhere in all of this,

l had the fortune of being able to get
our script to Cate Blanchett,

who I'm an ardent admirer of.

And I sent her the script
and she read it,

and she responded to it
and wanted to meet, and we met.

And after having read the first script
15 or 1 6 years ago,

l was shocked at our first meeting
to learn

that she could speak more articulately

about what this piece of material
was about than I could.

I unashamedly loved this film
from the moment I read it.

And I think once I knew
it was gonna be in David's hands,

then I was really, really excited by it,

because love is a very complex,
often contradictory state to be in,

but David is not afraid
of those contradictions.

And so he is such a cynic

that when you have a cynic
dealing with matters of the heart,

then I think you approach something
that's really interesting.

I like to joke about this movie,'cause
it was co-financed by two studios,

that it was so great that we were able
to find Paramount,

who loved the first 110 pages
of the script

and then Warner Brothers, who loved
the second 110 pages of the script.

'Cause the first draft of the script was...

I mean, it was like this.

There was no Yellow Pages,
but it was a phone book.

And so we started to go through
and cut stuff.

Scripts always change
in increments, you know,

and the nice part about David is,

l think he always challenges you
to do better, you know,

which is good. i like to, hopefully,
challenge him to do better.

l think we cut the script down
to about 200 pages,

turned it in to Paramount
and they read it

and they liked it very much.

And then we convinced them
to do a test.

We didn't have access to Brad.

He was off making some movie
with some other director.

And we got this actor, a friend of mine
who I love, Joel Bissonnette, and I said,

"Joel, we wanna do
this old-age test with you,

"so we want you to come in.
We want to scan you."

He said, "All right," and he came in,
and we took plaster casts of him

and sent them off
to a sculptor in Canada

who did this beautiful casting
and painting and sculpture.

Then we took that information
and we scanned it into a computer,

and then we cast this body double.

Not a body double.

The breakdown went out
we were looking for a body double,

but really we were going to
use their body.

We met this guy, Robert Towers,

who I like to joke has actually been
on this movie longer than I have,

but from the first test,
we just had him on a sound stage,

and we just did
this one little camera move on him,

put up a big wall of soft light
and did a very simple thing.

The first scene that we see of Benjamin
in the movie

where he's tapping this spoon or fork
on the table,

and we'd put dots all over him,

and we didn't know exactly
how we were gonna do it,

but we brought in three Viper cameras.

And then D.D.,
the guys from Digital Domain,

went in and they lopped his head off,
and they put this sculpture on him.

We played with shaders,
hair shaders and skin shaders,

and we made the eyes
and we made the glasses

and we put all this stuff on.

We finished this test. It was crude.

It was extremely early days.

We showed it to them and they liked it,

but they said it looks very expensive,
and indeed they were right.

And it was more money
than they wanted to spend on the movie

by about probably $75 million.

So Brad went off to do
nine other movies,

and I went off and I did Zodiac.

And while I was doing Zodiac,

we were still kind of to-ing and fro-ing

about what it would cost
to make Benjamin Button,

what it would really cost.

The original story Fitzgerald wrote
was based in BaItimore,

and Eric Roth mimicked that

in his version of the screenplay
which was in BaItimore.

So the first place I went to
when I took on the job,

April 17, 2004, was I flew to BaItimore.

We did a feasibility study on the script

on what we thought needed
to be shot on location,

what needed to be shot on stage,
and we sort of roughly designed sets

and went through
a six or seven-month study on that

and put together a budget,
and then it was shelved for a while.

They seemed to have had
all the locations and everything,

but it just wasn't lining up
for where the studio wanted it to be.

It just wasn't getting it to a number.

You know, movies, they are a business.

They have to be made for a certain
amount of money to get out the door.

It became more and more expensive
as we looked at it,

so we were really looking for a way
to mitigate the cost of the movie,

and so we started looking
at other cities.

I kept thinking about it
and thinking about it,

and that's when I came up with the idea
that the script could be,

if they were willing to,
it could be redone for New Orleans.

I think the only way that this movie
was possible

was what Louisiana was doing
to foster a new industry,

which were massive tax credits,
and tax credits are basically cash.

You can sell them on the open market.

It's literally right off the top
of your budget.

I called Ceán up and said, "Ceán,
let's have lunch. I've got an idea."

And she's like, "What?"

And I sat down and I kind of gave her
my idea and my story,

and I had to go to the studio first,

'cause I wasn't a producer
on the film at that time.

It was just, "Guys, we gotta figure it out.

"Somebody's gotta come up
with an idea."

So I asked them for the right
to go speak with them,

and they said okay,
and I did this all on my own time.

You know, you read the script
and you're like,

"This is the man for this movie
at this time. It's gotta get done."

And we made the pitch and she went,
"Yeah, that sounds great,"

and she went and talked with David,

and then he went
and talked with Sherry,

and then it started back up again.

We're gonna start
on Benjamin in the foreground.

We're gonna track behind him,

and over his shoulder
we see Mr. Daws.

-We got a shot this way.
-Yeah, we don't wanna look this way,

'cause we've got a fucking
magnolia tree in front of the Sheraton.

He's gonna take the baby,
he's gonna throw the baby,

and he decides not to.

He steps down on the thing, and then
a cop comes running over there.

I like the idea
that they're standing in here,

and there's a little bit
of night ambience up there.

And there's some of that.

You can put something
in here to push back...

Benjamin leaves
and Thomas stops and sees him.

And then goes after him.

I need it on both sides,

and I need it to go to
where the next street is.

Looking back this way,

he comes running up, kind of like...
Trying... And then we cut to this.

The trench going back
is like 40 feet, 60 feet,

something like that.

And we should have
smudge pots galore,

just have stuff kind of flowing through.

And I need to put a camera out
about 1 2 feet.

Just to get it out, away from the dock.

So that we can be out here
and he can kind of row past us

when he rows out to sea.

-He's in just a little rowboat.
-Yeah.

I'd shot a couple of things
in New Orleans.

Both New Orleans and BaItimore
have a lot of similarities,

as 200-year-old-plus port cities.

With those kind of great histories
and backgrounds,

there's a lot of commonality to them.

You could take
what had been a ship-builder

and make it into a coton factory.

There's a lot of easy conversion,
in my opinion,

and a lot of big parts of the city
that still reflected 200 years ago.

It was pretty immediate.

l mean, it was pretty much like
we were able to see

that not only was New Orleans as good
an idea as shooting in BaItimore,

for all the matte paintings
we were gonna have to do in BaItimore

and all the work
that we were gonna have to do

to change the harbor and the port...

It also just seemed

like New Orleans was shrink-wrapped
in the turn of the century.

It seemed like everywhere you went

you could find at least 90 degrees
that was 100 years ago.

BaItimore is like a Norman Rockwell
every man town,

and you go to New Orleans
and it's just its own thing.

The city becomes part of the story.

And l don't think l ever felt that
when it was in BaItimore.

It takes on a whole different feeling
when you say, "New Orleans."

All of a sudden, it sort of drips,
you know.

And in a nice way, it feels old,
and there's sort of a texture to it

that you don't have
with some other places.

So David thought it'd be a good idea,

and Eric started rewriting it
for New Orleans,

which began in earnest in 2005.

And then Katrina hit,

which put a bit of a damper
in everyone;s enthusiasm.

The studio sent me there
to take a look around,

and l spent a couple of weeks going
back to my old roots as a journalist

and interviewing people,
locals and different officials.

And I came back and put together,
basically, a 40-page report

and reported back to the studio on it.

We were scouting places

and driving by the houses
with the "X" symbol on the doors,

and how many dead
and two dogs dead, and people...

It was really impactful.

And I think it, you know...
In seeing that, it set a tone for us

for the sort of melancholy feeling
that the whole movie has.

L had never been to New Orleans
prior to Katrina.

And I just remember
getting off the airplane,

and I just felt an emptiness.

It just felt hollow,
that's the only way I can put it.

Even though some of the natives
were able to return and rebuild...

Even when l looked at them,
in their eyes, it seemed hollow,

like a numb gaze.

The state officials
got on the phone with us

and said,
"We know what you're thinking,

"but please, please,
for the sake of the city,

"could you believe in us
and still commit to shooting here?

"We'll do whatever it is that you need

"to make this
still a viable city for shooting.'

Everything that we need,
the Garden District, Magazine Street

and the French Quarter
and the periphery of downtown,

all that stuff was still there.

So we went back to the studio,
and we said we'd still like to try.

And it was Brad's passion and fervor

to go down there
and to do this movie there

that kind of reignited it.

I'm always amazed
at people's back stories.

I had no idea about the loss

and even pain that people
are carrying with them, in some sense,

or directly.

And l think this is what
the film speaks to.

It was almost a ghost town
when we got there.

We would scout places
and not see a soul.

It became trying to find people
that owned these businesses

that we were trying to get reopened.

I think construction,
probably more than anybody,

felt the brunt of that in terms of
getting materials and getting labor.

Because a lot of people
hadn't come back to the city yet.

It was life-changing

to go there and be there
as it kind of rose from the ashes

and started to become
New Orleans again.

And in the course of the filming,
we saw it change

from, really, still gone,
a year later, after Katrina,

to pretty much thriving again
and alive by the time we were finished.

We were there for 10 months,

and in those 10 months,
it totally evolved

into coming back to life.

Good. Come back even further.

Come back much... Swing left.

And stop. Okay.

Yeah, it's not gonna be
anywhere near far enough.

They're gonna be right here.

I need to get the camera back in
about here. Okay.

I think we started shooting
October, 2006, something like that.

We wrapped May of 2007.

So, 145 days.
Longer than Zodiac by 32 days.

It was eight days longer than Fight Club.

But it was less than Panic Room.
But Panic Room is a different story.

Not only are we talking 200 locations,

but we're also talking a change from
turn-of-the-century to present-day.

Show me what you want, and then
we'll figure out what we can do.

Okay. But anyway, that's what
we're doing for the train.

-All right.
-So these cars go down...

-How many do you want?
-Twelve.

Any time you take a movie that
transcends that kind of time span,

those kinds of cities and locations,
you know it's gonna be big.

-Rolling.
-Boom down.

But with David, he's not a guy
who wants to work 19 hours.

He knows that you get to a point
of diminishing returns.

So if he can do 1 40 days
in 11 -hour days or 1 2-hour days,

you start doing the math
and you start crunching the numbers,

and you're doing a 90-day
or 100-day shoot,

and you're working 15, 16, 17 hours,

it's almost the "Peter pays Paul"
principle, and it;s a wash.

For me, there's the beginning,

and then there's the middle
and then there's the end.

So the time didn't feel arduous
in any way.

Cutting.

Walk through the group right now
and say, "Gas mask."

Have them raise their hand,
we'll get them masked up.

Okay, background,
everybody look this way, please.

Guys, look to the...

Walk through and assign gas masks
to certain people.

Remember that,'cause I'm gonna ask
the people with gas masks

to raise their hands
so we can mask them up, okay?

Just walk through and say,
"Gas mask, gas mask," okay?

-All right.
-Go ahead.

Make sure you mention to props
that you have a gas mask, okay,

that you were just assigned.

So, your gun,
you wanna make sure your gun,

in real life, kind of doesn't hit the mud

and the muzzle doesn't get clogged,

'cause if you have to shoot
at somebody,

you got a gun that won't fire,
you're gonna die.

Why don't you
do it with your stunt guys?

-Yes, ma'am.
-By what they're doing,

-I don't want anyone to get hurt.
-Yeah.

It's good that they have the visions
of the bombs, and they'll fog up.

But we'll give

-plenty of gas masks out.
-Okay, that sounds good.

So, did he get...
He could use a gas mask.

-Here we go. Ready and action.
-Okay!

And cut! Got it?

Dave is very particular
in what he wants.

So you need to be able to give him
multiple takes

so that he can get those nuances
he needs to make it just right.

That was awesome. Way to stay with it.

So, even though
it's a flashback sequence,

we still needed to have
20 takes available

that we could do
one right after the other.

So, to be able to build a couple-acre set

that has
this many soldiers running across,

have 20 explosions and 20 takes

and be able to do it in one day
becomes a challenge.

-And roll it.
-Hold on.

Ready and action !

Our principal actors
were three and four feet away

when these explosions were going off

So we built every one of these
into the ground in mortars

so we could control
where the debris went,

using all lightweight materials,
hand-wrapping our own lifters

and using just a flash of light

as opposed to
using liquids like flammable gas

or any of the other combinations

where you could actually
get someone hurt or burned.

To simulate the look,
but still get the action.

These are our two mortar beds
which we're responsible for, C and D.

This is the layout for each individual
mortar in the bed.

And this is the layout of the whole field.

This is where our two beds are,
in correlation to the other.

Between myself
and the stunt coordinator,

we had to work out
where the entire crowd of soldiers,

some extras and some stunt people,
could run through this

but never stepping on
where our explosions were going to be,

and having them go off at exact points

where certain soldiers,
certain individuals

are supposed to be hit at certain times,
at certain cues,

while the camera's on the move
in a trench,

so we could have a camera
at ground height.

So it was a very well choreographed
sequence, very well thought-out.

And all went real well.

Thank you very much. A great hand.

Everyone give a round of applause

for our stuntmen
and our special effects guys.

You know, when you do a film
that's period and realistic

in terms of the sets and the settings,
you don't want to do something

that sort of overtakes
the characters in the story,

but you want to do something
that supports them.

That's what l see my job as.

And then we talked about doing
some flats down the walkway.

Okay, but where's our bench?

Now, this is what we were gonna do
on the exterior.

All the original sconces there

and maybe something just right up
above on the ceiling there.

And there's so many other elements
in expressing that.

Where the camera is placed,
what lens is used,

what they see in the room, how much
set dressing is left in the room,

how much isn't. A room can feel lonely
with one or two pieces.

There are many things that contribute
to it. The lighting, and the actors.

Yeah. So you bring him in here,
and he goes this way,

and then he walks along here,

and then he stops
and he goes through that door,

he comes in and this is her place.

You know, it's one of many elements

and that's what's
so fun about filmmaking, I think,

is that in the end,
when you see the film,

you go, "Wow,
all those pieces came together."

The interior of the train station,

that was a build with blue screen
for set extension, CG set extension.

We researched train stations,
in general, of that period,

and we sort of just combined
some different elements

that we felt comfortable with,

that sort of evoked the feeling
that we wanted to present.

And roll, please.

L hope you enjoy my clock.

-Good.
-Curtain !

We looked at period clocks,
in particular some French period clocks,

because the clockmaker himself
was French,

and we felt that there should be
some sort of influence to it.

But again, it was a process of

drawing up several hundred, probably,
different clocks

and sort of fine-tuning
what we wanted it to look like.

And make it as wide as you can.

Okay, here we go.

It's running backwards !

Earl, let me see your point.

-I'm pointing at the banner.
-Yeah, a little lower.

-It's running backwards !
-There you go.

-Good.
-Yeah.

Ninety-eight percent
of shooting is compromised,

because we could get a little glint
in the glasses,

we could get just a little liner,

we could do all these things
and we just never have time.

But the broad brush-strokes are right.

That looks nice. That looks nice.

Flash.

Here we go.

One of the things we had to make
look real in the film were the fireworks,

period fireworks, 1917, Armistice Day.

So we're trying to do fireworks
in a town that's built out of wood,

where they don't want any flame,
any spark of any kind.

So we went out and tried to find
the most period, realistic.

They still make some of the same kinds
of fireworks they did

at the turn of the century.

We were gonna try and do
additional fireworks,

actual mortar bursts into the air,

but the historical society
of New Orleans said,

"Not over our wood city."

So all that's gonna be CG.

So, basically,
with Roman candles. Ready...

You'll hear, on action,
a beat after action.

-Action.
-Roman candle.

Background !

With this, too, it was a period movie.

So that means wigs for all the extras,

and haircuts
and mustaches and fittings,

and cars, 1919 cars,
they didn't have coolling systems.

So they would overheat
in the middle of the shot,

and you'd run up to an extra and say,
"Don't stop and look at the camera.

"Act like you're driving
and your car overheated.

"Get out and keep it going
until you hear'cut.'

"Stay in that moment."

Background !

Extras tend to do silent film acting,
really just over the top.

And you finally just tell them,
"Hey, guys, less is more. Less is more."

With David, you know,
you're on take 15,

and they're bored already,
and that's when it's genuine.

Take one and two, they're all smiles
and happy and overacting.

USA, baby!

But then it gets to take 1 5 and 1 6,

and it's been beaten out of them
and they're good.

See it again.

-You beat them out of the way.
-Did I?

-"Out of my way! Out of my way! "
-"I've got an ugly baby."

Kind of great.

Bob, make Ashley run
a little bit more crazy.

H is shadow is not spectacular enough
for Jason.

I'd met Fincher and Ceán socially
through Brad.

l met Brad during Snatch.

And, you know, he's Fincher
and Brad's Brad,

and they're pretty good at what they do.

And I was just this kind of English guy
that Brad knew who's an actor.

So l sort of found the script,
got hold of the script,

and put myself on tape for it
and sent it out to Fincher.

The honest truth, l didn't think
I'd ever get a chance to get the part,

but I just wanted him to know that
l could act and that that's what l did,

rather than just be that English bloke

who's at those dinners
who drank too much.

And so he looked at it and he asked me
to come out and see him.

And l kind of knew that the studios
wouldn't necessarily be interested

in me playing that part.
So when l came out,

l knew he'd sort of have my back
as much as he could as a friend,

but I thought he was gonna instruct me

about what I had to do in order to
have a chance of getting the part.

So l was chatting away to him,
we were here and he took me through...

It was like, "Come and have a look
at what you could've won.'

Because he kind of took me through
all the designs and through props

and showing me pictures of the sets
and Lake Pontchartrain.

And I was just, in my head, going,
"This is agony. It's making it worse."

Stand by.

Hey, Flemyng,
you're starting on the other side.

You're left to right, dude.

And then at the end of the day, literally,
we spent six hours together,

at the end of the day, l said,
"Look, David,

"what do l have to do
to improve my chances?"

"Oh, no, you got the part." I was like...

So, that's what happened
and it's been an incredible ride.

I got involved when I didn't even know
I was getting involved.

Laray Mayfield apparently
had gone to see Hustle & Flow,

and she called David Fincher.

I think at that time
the project wasn't even green lit yet.

She calls David Fincher
in the middle of the film

and she says, "I found Queenie."

This is all happening while I'm at home,

poor and without a job,
thinking it's the end of the world.

And I'm having this huge garage sale,
my agent calls and she's like,

"You have to go in tomorrow
and meet Fincher. It's on a Saturday.

I'm like, "I'm having a garage sale,
how will I..."

I'm no idiot. You know,
David Fincher, garage sale, come on.

So l go in, I'm like,

"Okay, who are the usual suspects
I'm gonna see in the waiting room?"

Nobody. It's just me.
She takes me right in to David Fincher.

And l read it a couple of times,
he and l basically chit-chat.

And after I finished the last scene,

he's like, "So, have you ever been
in prosthetics before?"

So, in my mind, I'm trying not to lose it,

because I'm like,
"Okay, is he telling me I got the job?"

Apparently he was.

I mean, you know what I mean?
It was just something that I said.

It's interesting. l talked to somebody
15, 20 years ago about it.

They were talking about
another big actor at the time.

I read the script and I was just like,
"How can you build all this stuff?

"How are you gonna do
somebody 76 years old,

"three, four feet high,
and the actor and match it all?"

And it never happened
because you just couldn't pull it off.

So, it's pretty amazing that
after all these years,

and now with the technology,
it was the perfect time.

It's the type of film you can't turn down,
no matter what,

and it's the biggest film
I've ever done, makeup-wise.

We did a mechanical baby which is
used in the beginning of the film

when he's a young newborn.

And my idea was to do it
like a Shar-Pei dog.

Just did all these little
Shar-Pei wrinkles all over him

and put age spots on him,
it was really fun.

l remember
when l was doing my makeup test,

they were building
the animatronic baby.

And l remember, l was like,
"l wanna see this baby."

Because l like to see

so l can really fall in love with
what I'm gonna be working with

since it's not gonna be a human
or a real baby.

They have the baby sitting on a pole,

and the pole is, like,
in the baby's rectum,

that's like, "Wait a minute."

Then I walk around the table
and I see the face,

and I'm like, "This thing is ugly."

It was hideous.

And every day I would go back
just so I could attach

and the more and more
l looked at the baby,

the more and more
it started to look cute.

And I guess it's so ugly that it's cute.

You know those little fish
with the big, big eyes

and after a while
you're like, "Oh, he's cute."

Boy, that does look like Brad now.

-From the bellybutton down.
-Yeah.

Okay, so what lens is that?

-That's a 21. Okay.
-Go to a 20.

So, we need to take a little bit
of the sheen out of the forehead,

just a teeny bit, just a little much.

Yeah, we need to add a little bit in here
and a little bit here.

Then we need to take this up
'cause this is too wet-looking.

Okay.

-There you go.
-And action.

He shows all the deterioration,
the infirmities, not of a newborn,

but of a man well in his 80s
on the way to his grave.

This script, to me, is the ultimate
meaning of unconditional love.

And that's a gift from God that we have.

That's basically what we're
put on this planet Earth to do,

is to give love.

At the end of our cycle, what do you do?

You move on from the flesh,
so that's life.

But I think the best part of life is

loving as much as you can
while you're living.

-Cut it.
-Good.

N ice work, guys. Good, good, good.

Okay, now unpack that.

L was probably the first one
that did the Viper stuff with David.

Xelibri was the first spot that we did,
and I tested the camera.

And then we did a bunch after that,
the Heineken "Beer Run" spots.

Roll.

David has used the Viper for,
l think, going on four years now,

probably, with his commercials.

So it's a tool that
he really knows very well.

It's been very dependable.
It worked very well on Zodiac.

And when it came to
working on Benjamin Button,

as with any project
we always revisit what we've used

and to see if there's anything
greater out there,

anything better, anything more unique
that relates to the current project.

Okay, and chin up.
And then some intense acting.

Surprise and laughter. Cut it.
Ali right, good.

We were thinking about trying to
shoot 4K, so we looked at the Dalsa.

The Red wasn't ready at the time,
the D20 wasn't ready as well.

I mean, we needed multiple cameras.

And there was like one D20 ready,
so we didn't make that an option at all.

We actually did go and test
the Dalsa camera

which was still, in some ways,
under development,

and it still hasn't quite matured,
but it was attractive in a few ways.

One of them is that it had
a larger file size.

It was somewhere between 3K and 4K,
depending upon how you measured

and what lenses you used
and that sort of thing.

So that was one factor.

The other thing that's different
about the Dalsa

is that the sensor is larger.

The Viper sensor is really almost

the equivalent of shooting
a 16-millimeter movie.

So that's a different look.

Good. Play it back. Check this out.
It's looking pretty good.

Sometimes, it's not about 4K or 2K
or 35 or two-thirds chip,

it's actually, "How's it look in the end?"
I think that's just kind of more important.

And the Viper looked good.

People are saying, like,
"You should've shot Red."

I saw Red and there was issues,

that I need more latitude
that was not presented there.

Many factors came into
the final decision for the Viper.

But probably,
the one that was the tipping point

is actually the familiarity with it

and that we had gotten so good at it
on Zodiac.

And David was still happy
with the look of it

that there was not a great incentive
to change that,

because despite the size of the budget,
the budget was extremely tight,

and so that little margin of error

might be the difference of
using a camera we know

versus one that we don't know.

Feel that little moment,'cause
I wanna play it in the close-up outside,

you go, "What is he gonna do?
Is he gonna go bullshit or something?"

Or he kind of goes...

God bless you.

He's seven.

In the revival tent, where we're using
these 60-watt old-fashioned bulbs,

the period-made gloves kind of
the way they did in the old days.

So, "Okay I'll let this room light itself
with 60-watt bulbs.

"Should be no issue."

I mean,
I've never had issue on film before.

But when l get there on the day

and it's too late for me
to change anything,

I go to the gaffer, I go like,
"Chris, are these ail 100%?"

And he goes,
"Yeah, yeah, they're all 100%."

"Shit, I don't have enough light."

There's nothing I can do. This is
the whole idea for lighting this thing.

It was like, these bulbs light the scene
and we're calling it this.

I don't do anything anywhere, this is it.

And I pulled it out,

put them all on Ferrex,
running them at like 140 volts,

and we're just trying to get every single
ounce of light from this thing.

L think i might've increased the shutter,

opened a little bit more from the 1 80
to the 230 or something like that.

I asked, "really? These are 60 watts?"
You open them up.

I mean, normally you could
light a scene like that comfortably

with, like, 25 watts standard,
I mean, you'd be totally fine.

But that one was just...
That was a little bit of... Oh, God.

I need you to pay a little bit more
attention to this area of the room.

Project into here because
it's so nice that we have you on both,

you know, kind of looking over
the congregation here like that.

The first day of shooting for me
in New Orleans was the revival tent.

And for some reason that day
it was extremely cold.

The wind was whipping.
l thought Katrina was back.

l think l got sick that first day, too,
because it was so cold.

So, Lance,
let's see you pushing Taraji back

and let me just see Taraji fall...

-Praise God !
-Praise God !

Hallelujah !

In the name of God's glory...

Rise up !

Forget the wheelchair.

-He's gonna walk without anything.
-Right.

It's not like he's gonna go
from a wheelchair to a crutch. No.

We're gonna bypass that.
We're going right to running.

Come on. Walk.

Walk on. Yes.

That's right, Benjamin.
Let the Lord carry...

l actually developed a certain love
for each different stand-in,

which only helped

when they superimposed Brad's face
later because it looks consistent.

Hallelujah !

I'm a mother and my son is 1 4 now,

so you have different phases
of your relationship.

And that's just how it reads.

The shortest guy, Peter,
l had a certain love for him.

And then the next guy, Robert,
when he came in,

then it turned into something else.

It reads like just a normal
mother-son relationship.

We may go there, Mama, tomorrow.
Now, go to sleep.

You would never know that

"She's acting opposite
someone that's not Brad."

Okay, and you're reaching up
for comfort. And action.

Too fast. Once again.

And action.

It might be more difficult
for them because

you're looking at somebody like me
with all these nodes and blue dots.

And if they were looking for available
stimulus in some aspect like that,

it might be confusing, might be irritating
for them to look at, or just funny.

There you go.

Okay, no. Eye line's too wide.

One of the biggest issues we had

along the lines
of a location manager's problem

is that this is a city that had 800 people

in the public works department
before the hurricane.

And on November 1 5, 2005,
they had 1 4.

Because they had a zero tax base,
and they couldn't pay them.

So they literally laid off 700 people.

So public works for a location manager,
you so rely on them.

They're the people that deal with
your street signs and all that,

but I'm also dealing
with a period picture.

There's no parking meters
and electronic parking kiosks

and those new Cobra Heads.

These are all things that
we would normally pay

a city's public works department
to remove,

and we'd put up our fake things.
Well, there is nobody to pay.

So it was a huge problem and it lasted
straight through all of production.

We'd have to get our own contractors,

some of them staffed by
former public works workers,

doing as much as we can

so David had to do as little as possible
in post.

He already had so much to do in post,
anyways, in visual effects.

All right, let's clear. This is picture.
Everybody, clear, please.

I'm ready.

Sun should hold now for about a minute.

Thank you. Here we go.

Officer Kaufman, lock it up, please.

David, effects, you cool?

In the script it has a simple scene,
calling for a trolley car.

I go, "Great.

"I'll get a camera, they'll hop
on the trolley car, have a nice day."

No way.
Trolley cars were out of commission.

The catenary system
was badly damaged in Katrina.

And then it was finished off
at Hurricane Rita,

which had much higher winds

that hit right there
in the middle of New Orleans.

So there was no running streetcar

in a movie
that had five or six streetcar scenes.

l mean, it's iconic for the city.

So that was another thing
that the special effects guys,

and in some part the location team,
but everyone had to overcome.

So we had a three-block sequence
of a trolley car

that has to start, stop, run and take off

as if it was fully controlled
by the overhead wires.

We shut down three different
crossovers on St. Charles Boulevard

and put cable down on the ground

so we could pull the streetcar
back and forth in the shot

and it could stop on a dime,
like a ski lift,

which costs a lot more than just having
the streetcar go by and do the shot.

We couldn't tow it with another vehicle
because it would be in the shot.

It would be too hard
to remove a tow vehicle

because the camera watches it
come into frame,

cross frame
and then follow out of frame.

Roll, please.

So we ran about a 600-foot,
half-inch cable through a pulley system

run by a 100-horsepower motor.

The cable car weighs
about 45, 000 pounds

and had to get going about
12 miles an hour.

So, you figure what it takes to start and
stop this mass once it's moving

and to stop it within one foot of
where our character;s supposed to be,

because he's supposed to be
able to walk

and lift his foot up and step right onto it
without a pause.

Not catch up to it, not walk back to it.

And then have it
take off again right away.

So, to build that whole system

just for that sequence
was completely unexpected.

I thought, "Heck, we'll tell the trolley guy
to run the trolley car." Didn't happen.

Back in the spring of 2005,
before Katrina,

David came out specifically
to help pick out

what was gonna be our main location.

-Love this.
-Yeah, that's the old style.

-That's what we want.
-Yeah.

We looked at a couple examples,
David kind of liked them,

but there was always
one or two things wrong,

and we literally got in our car
and drove around the Garden District.

And he saw two or three houses
that he wanted further investigation.

And one of them was a house
at 2707 Coliseum,

intersection of Fourth and Coliseum.

We went up and knocked on the door,
there was nothing.

You could see that
nobody really lived in that place.

There was still furniture in there,

but there was sheets
over all the furniture.

So it was our mission to find out
who owned it

and how l can get into it and at least
photograph it to see if it'll work.

And it ends up being Mrs. Nolan, who
through her husband;s side of the family

had occupied that house
since the 1870s,

one of the longest continuous
single family ownerships

of one of the houses
in the Garden District.

She was in her 80s
and had evacuated the house

because of Katrina
and gone to Houston.

So now we chased her down to her
youngest daughter's house in Houston,

and they were kind of hesitant.

That's when I went on the Internet,

found an original edition
of the jazz series,

with a special little bookmark

where the Benjamin Button story
is in that jazz series,

it was the first edition,
and sent it to them.

And that's when Mrs. Nolan
gave me a call

and said in a beautiful Southern accent,
because I believe

she was the Cotton Maid of 1937
out of Mississippi,

beautiful accent, said,
"We could talk about this."

So that's what we did.
I got on a plane, flew to Houston.

We had a great conversation
about what we were trying to do,

how long it might take

and the fact that it's perfect timing
'cause she;s not there.

And she's got a little soft spot
for Paramount, which helped a lot.

Because she'd had a screen test

at Paramount back in the late '30s
with Fred MacMurray.

And they had offered her a contract

and she decided
she wasn't cut out for Hollywood

and that she wanted to stay
in New Orleans

and start a family out there

for the betterment of New Orleans,
and in the end it helped us out, as well.

She always had a little soft spot for us.

That's the layout here.

Okay. So, then back here

there's gonna be always
some kind of activity going on.

So, even in the background stuff,
we want as much as possible,

see kids playing,

people doing laundry and stuff
over there.

The beautiful part of that house, literally
360 degrees around you

was all pre-1900. Every building.

So all the scenes that you see filmed
there, there;s no cheating.

You're in the house, you walk out
the front door onto the porch,

and everything you see there is real.

For the Nolan house, what we did was

we built a porch around
the back corner.

That would afford us the ability to go out
side doors and go out onto a porch

and have vistas into the backyard
and so forth.

And it had quite a bit of yard space
in the back,

so we were able to build
a servant quarter,

which is sort of a two-story,
double-gallery home in New Orleans

where, in the early days, servants
would often live behind the houses.

And we also built
an exterior kitchen there.

Imagine that this house, in that period,
the kitchen would have been outside.

So all the food's prepared here,
and it goes into the warming pantry.

Background and action.

For each new morning with its light,
for rest and shelter of the night...

My favorite set in the whole film
was the Nolan house,

because to me it's as big a character
as Benjamin.

And I was able to think about that set
in ways that

I've rarely been able to think
about any other,

because it lives,
it goes through so many transitions.

And every time we come back
to that house, it;s slightly different.

It's just a really fantastic experience
and a lot of fun to sort of

take a building and make it a character
and make it change and evolve

and get sad and be joyful.

Here we go. And rolling !

And clearly in a movie like this that's
so vast, you can't shoot in sequence.

So it was a constant jumping
from decade to decade and era to era.

Just so everyone's on the same page,

we do this shot,
then we're done with this area for today.

Be first up tomorrow,
depending on the weather.

Let's bring the dark furniture in
a little bit.

Logistically it was tricky.

l mean, we were fortunate
that we had our storage nearby,

and we had every version of the house
sort of...

We tried to keep it organized
and always be able to,

"Okay, we're doing'36 tomorrow,
let's bring that in."

Okay, stand by for another rehearsal.

As soon as they
give you the prop, okay?

-Okay.
-And then you can...

Here we go.

Benjamin.

Might I say you are looking
strikingly youthful.

Grandma! Look at me !

That was really something.

Come over here, you.

-Cut it.
-Cut, cut.

-Can we just see her on the mark?
-You got it, Billy?

For some reason, the last time you ran
like CharIton Heston.

Gonna have to have you run
a little bit straighter.

All right now.

-Here we go, back to one. Sun's out.
-Here we go.

Watch this. You think you're so great.

Can you do that?

Sweet Jesus! Benjamin, Benjamin,
get up from there right now!

You are about to break
your old fool neck!

Usually if you're playing a character
who ages, you play a small section of it.

And the very fact that I'm the voice
of Daisy from the age of six

all the way through to 86, so there's
a part of me in every aspect of her.

And l pick her up when,
l think, she's 17,

that is an incredible,
almost impossible, opportunity.

So that was the challenge,
and not to shy away from

the intense self-involvement,
the narcissism of youth.

Oh, my God.
I've just been talking and talking.

No, no, I've enjoyed listening.

L found that probably the most
painful part of the film to inhabit.

Because, you know, when l look back
on myself as a teenager,

particularly now l;m a parent,

there's something quite abhorrent
and self-involved about it

that hopefully you move beyond
as you get older.

Background!

And so l went to sea.

It was a little bizarre, because I'd tell my
friends back home and my wife,

"I'm working with Brad Pitt." You know?

It was like,
"How was it with Brad today?"

"No. He wasn't there.
It was this guy called Robert

"with a blue hood on his head.'

Did I ever tell you I was struck
by lightning seven times?

-Start it.
-And just slightly down the bench.

So, Jared...

Not quite the eye line
that you gave me, though.

-Does that matter?
-Okay. No, no. You're looking at him.

When he stands up,
look at his face and then look at his feet

and look back at him like,
"You got to..." Like, "What?"

The tugboat, it was called the Jupiter,

but l think David found out that l was
a Manchester United fan,

so he changed the boat to the Chelsea

just to wind me up.

Anybody want to make $2
for a day's work'round here?

-Nobody wants a job?
-I do.

You got your sea legs about you,
old man?

I do. I think.

We shot the tugboat early on,
maybe week one or two in Morgan City.

Meanwhile Don Burt and his crew
were back here

building enormous sets at Sony.

The ship was 90 feet long,
almost 30 feet wide.

It's 20 feet in the air
by the time you build a base

and have it sitting above the trunnion.

It's built into a tank that's 20 feet deep.

It weighs about 140, 000 pounds
above the trunnion.

Not the base, just the actual ship.

That was like a movie in itself,
just building this entire structure.

Cut, cut. Go it again.

Hey, Myrt, do one with you
pantomiming the gunfire.

You want the lights panned on to it
a little bit more?

-Yeah, yeah.
-Okay. And B-bone, do one more.

You got to pan the light over.

It has to do a multitude of things.

It had to be able to just be
lazy on the Mississippi River.

It had to be able to pitch and roll
as if it was on the ocean.

Then it had to be able to pitch, roll and
heave as if there were heavier seas.

And ultimately when it crashes,
it actually has to be able to

hit the submarine
and ride up out of the water

without the stern of the ship
dipping below the surface of the water,

'cause it wouldn't look real,
the stern of the ship wouldn't just

drop below the surface
if the front goes up.

The bow of the ship would rise up
about 20 feet.

So we were doing
about a meter a second

with our lead actor on the bow.

At maximum height, he's 40 feet
from the concrete below.

You're really concerned about safety,
function and realism.

finally I'm making a movie
that's a theme park ride. finally.

And all the interiors for the tugboats
were separate sets.

The galley, the bunk area,
the wheelhouse,

all those were separate sets.
And those were all on gimbals as well,

so that we could replicate
the movement of the boat.

Most directors aren't like Fincher.
Fincher thinks about every prop,

every piece of dressing,
every flit of hair.

You don't get that with most directors.

Most directors are looking at
the big picture.

When you give them a set,
it's either working for them or it isn't.

And David is looking at
what's written in the notebook,

or what the palette is doing.

And while all those things
are usually something

that a good art department
and a good production designer

will control, and a director
will never even notice,

David Fincher is not that guy.

Cut it.

-Cut.
-Cut.

What is extraordinary about him,
from my perspective, is that

when somebody has a particular
leaning as a director,

that usually takes away from another
aspect of them as a director.

If they're very technically-minded,
they kind of...

They'll be at the monitor,
they'll never come out from it.

They're not so focused on the acting
or that's not their strength.

Not that it's not their strength,
it's not their interest.

Action!

I think he's 40% left, 40% to the left.
And then as the car pulls in...

So for me what was amazing about him,
and also slightly alarming,

was that he has all of it.

He's not afraid
to continue to challenge you.

He has very specific ideas.

-Can we do one more pickup?
-Pickup, reset, straight away.

All right, once again, here we go.

I think people are frightened of him.
l think he's got a reputation for

"If you're not really brilliant
at what you do, you will be found out.

"And I will rip you to shreds.

"Take all your clothes off
and beat you with a stick."

I think that's unfair,
I didn't really see that happen,

but he knows what he's doing

and you can't really pull the wool
over his eyes.

And he's quite direct.

Thank God.

If someone says they can't do it,
he'll go, "Why?"

And that can be unnerving, you know?

Turn and let me see your look.

Okay, step it back.

Okay, B, slide three inches to your right.

Can we go further?

No, no. Little bit more to the left
if anything. Yep.

The thing that David
has in spades is rigor.

You know, he's a perfectionist,
but not for its own sake.

My manager warned me,
my agent warned me.

I heard other actors talking about,

"Man, David does 40 takes
just to open a door."

I'm going, "Wow, really?"

I mean, I'm kind of getting
a little nervous.

L was coming down some steps,
and the shot was just on my feet.

We did that at least 20 times.

I'm just going down the stairs, "No. "
Going down, ;'No.

"Not that kind of step,
more this kind of step.

"Try it like this." And I'm going,
"Wow. This is really specific."

But I got it because he's telling a story
even down to the feet.

I think the bench has to go
to camera left a little bit.

-Greg...
-Six inches, camera left.

Camera left on the bench.
Six inches, please.

Stop, take camera left.

Stop.

There.

L didn't count, most of the time,
how many takes I'm taking.

He's the director, he knows what
he wants. If you don't give it to him...

Then you know... If it means that
he drills it out of you, then why not?

You gotta do what you're meant to do.

And I happen to be a goddamned artist.

But you're a tugboat captain.

I've done lots of independent films, and
you get like three takes or something.

Barely. They actually
hardly can afford to do one take,

you know, in some of these things now.

You have to skin me alive
to take my art away from me now.

So l loved it. You don't get
to act that often as an actor.

You know, most of the time
you spend waiting.

l loved the amount of time,
the amount of takes, he'd let you go

until you felt that you were happy,
he was happy, you know.

I loved it.

Most times in film, you get your takes
and you go away,

and it's like, "God, I wish
I could have tried it this way."

But with David you have enough time
to try it as many ways possible.

Finch lets you go through
the whole gamut, like, so...

If it's like, you know, "You're my son,"
it goes from... It would go...

'Cause we did like 30 takes and using it
as an example of the scenes,

but I'd be like, "You're my son ! "
All the way down to, "You're my son."

And the whole arch
that that takes you through.

So you get to try it in every single way.

And then Finch just takes the 35th take,
which was the really simple one,

which you probably should have done
in the first place.

But he kind of lets you exercise
your need to act.

So Taraji, you can go
a teeny bit slower. Yeah.

Eight tenths of a percent.

-We are rolling.
-Well, you do the math.

And action !

No. No.

She really gets up a head of speed.
And the sun came out.

Okay, here we go one more time.
TJ, you left a little bit early.

Let him get a little bit over
to the pile of leaves.

Let him go another 10 feet.

Here we go.

-Here, we lost her there.
-Cut it.

I'm being called into
the principal's office.

Come.

Now, what is that?

That's pretty good.

I'll take that one, we can do better.
Here we go. Once again.

Teamwork.

We did two weeks of makeup tests
with Taraji and Ali and Cate and Brad.

That's the one thing
you have to do with makeup,

which was so nice on this,
is they gave us time to test.

They started telling me horror stories
about these big muscle guys

that came in and they would pour
the molding over,

and they would start to
panic and shake,

and they would have to take them
out of the mold.

And I said, "Well, I really just wanna
do this process once,

"so I'm gonna be really still."

If I start to panic,
I will just find a way to work through it.

If you're not really a method actor,

you just really transform
through makeup

and costume and hair.
It's really good fun to do.

l had like, l think it was
eight prosthetic pieces.

Wherever the patchwork was,
it was eight pieces.

And Finch would come to the test
and he'd be like,

"Yeah. The forehead
is kind of ridiculous, though."

And I was like, "That's my forehead."

And he was like, "What?"

"I mean, that's the only bit
that's actually me."

And he'd be like, "Oh, okay."

All this looks good, it blends well.
It's just the chin.

-I mean this is...
-The bottom is spongy.

It's a little bit, yeah.

We take Brad over at 62,
and that was the full silicone makeup

with the transfer forehead and upper lip.
l did him at that stage,

and then l did 58 and then down to 56
and 52 and 48.

i did him down to about 45.

And at that stage I was just doing
a little stipple here and there,

just slightly age him,

which is where you take the skin
and put on the aging rubber,

and then you powder it and it creates
wrinkles in their own skin.

To take all of those stages
and make them work together,

the little differences you have to do,
the coloring matching

and the age spots matching every day,
it;s insane.

Each character has its own reality.

And as long as everyone's part
of that reality,

-that's what you buy...
-Right.

Cate, she ages the most.
We took her from the 40s to 85.

And the 85 makeup was very difficult
because it;s 14 appliances.

And the transfer on that forehead
covered her eyebrows,

'cause we thought it looked really good
without eyebrows,

'cause we really want her to look sickly
at that point.

She has these incredible cheekbones.
They're just amazing.

And it's the hardest age makeup
I've ever done in my life

because you can't put age into them.

If l tried putting any lines into it,
it just looked ridiculous.

So I ended up,
basically, keeping them the same

and trying to put all the age down
around the mouth and into the neck.

-And I think I would go there anyway.
-Yes.

-My stretch point.
-Yeah.

The great thing about Cate,
she's so professional in everything

that she's like, "Can we put more lines
in here so I look sadder?

"And more wrinkles?"

If someone's wearing a bad wig

or they have terrible makeup,
prosthetic pieces on their face,

you don't believe a single thing
that comes out of their mouth.

And this film is about life.

Rolling, rolling.

You go on the journey of a man
from his strange birth to his death.

And you need to know that
the parallel physical aging process

that's being done by the makeup artists
is as great as Brad;s performance is,

which it absolutely was.

In the film, a scene takes place in Paris.

And the closest thing that looked
like Paris that anyone could find,

location department could find,
was Montreal.

-Ready and action!
-Action!

Shooting in Paris, one, is expensive
because the Euro is killing us.

And, two, logistically it's difficult.

It makes shooting in downtown
Manhattan seem easy in a lot of ways.

Our scope, how much control
we needed...

We're talking cars, it's the costumes,
it's people,

it's closing down blocks and blocks
of sections of Old Montreal,

which is much tighter
than the French Quarter.

It's not something
the city was real keen to doing,

but assisted in any way, shape or form
that they could.

But we needed a lot of people and
a decent amount of money to pull it off.

To me it reinforced
how much easier I had it

in the French Quarter after Katrina.

'Cause here, a place
that was untouched by any disaster

was just as dense,
and l needed just as much control.

And l think we shot eight days there,

and l personally was there prepping
for almost two months.

Other than that, wonderful people,

and it looked beautiful,
and they were All happy to see us go.

And in the Russian sequence,
it is supposed to be snowing.

And so l go, "Great. We're gonna be
in Montreal, it's cold in Montreal."

So we fly up there for the first scout and
realize that we;re gonna be shooting

in the tourist part of the town,
the old part of town,

that you can't do anything to the town
because of pollution or residual

or any effect it might have
on the downtown area.

So the normal paper products or some
of the foam product we would use

that expediate all this so that you can
make this happen quicker,

can't be done.

So we did the entire thing
in real crushed ice.

Some foam that we were allowed
to use in background sequences

and some poly product
that we could put along the sills,

as long as we vacuumed it all up,
so none of it got into the drain system.

That's why I'm saying don't.
Go back to base and talk to Brad.

See how things are going.
Give me half an hour. It's 7: 1 5, trust me.

It'll be best for both of us.

So that was daunting enough,

that we're going to have to bring in
hundreds of tons of ice

and crush it and place it in
multiple locations on the same day.

And then when we actually go
to film the sequence,

we have all the manpower in place,
you know, truckload after truckload,

40-foot truckload of ice trucks,
three ice grinding machines,

double crews.

It's in May and it's 90-something
degrees in the daytime.

It's 70-something at night, it's T-shirt
weather at night in Montreal in May,

and the ice is melting.

So we constantly, between takes,
have to refresh the ice, refresh the ice.

Grind more, grind more.
And as it's melting away,

you're trying to cover it up,
and David's trying to jokingly say,

"World's most expensive wet down.
Hey, Burt, why;s your ice melting?"

Well, it's hot, that's why.

It's Murmansk, Russia
at 4: 00 in the morning.

Hey, guys. Claire, get out of the shot.

The Winter Palace Hotel, the exterior,
we actually filmed that in Montreal,

in the old city, and then we used
that exterior as a template for

an interior built here in Los Angeles

with a working elevator
and a dining room

and a kitchen and a bar.

Where did Brad go?

They're all exposed practical elevators.
They were designed and built by

the art department and construction,
but the function, that's our job.

And there's a lot of dialogue in these,
so they had to run quietly,

they had to run at the speed we wanted.

Let's say the dialogue is going on,

and it's ending on the wrong word
by a half a second.

Reprogram it to be half a second
faster, half a second slower.

The hotel needed to be
a place of former glamour,

a place stuck in time,
much like Elizabeth Abbott,

but still romantic and melancholy
and appropriate as a place

for Benjamin to have his first serious
love affair with an older woman

who thought she was with an older man.

So we're gonna go right through
you sitting,

and then dissolve, and you'll be asleep.

-I think so, right?
-Okay.

Then that's fine. Now just...

No, I think it should be something
that can evolve in and dissolve into.

-Just slouch over thinking about it.
-Yeah.

Then we can dissolve,
and you'll be asleep.

-You know what I mean?
-Okay.

-Just gotta have some kind of...
-Fantastic. Amazing.

-...screen direction.
-All right.

The ways one works.

In order to create a believable
environment for the actors,

l like to take closets and drawers
and rooms that are sort of on the set,

but not intended to be
played any action in,

and finish them

so that we could be in Los Angeles,
at Sony, onstage,

and still have this vibe

of this romantic, lost-in-time,
small little hotel in northern Russia.

It's not a matter of overdressing,
it's sort of a matter of

just really wanting to walk away
and say, "When they're in there,

"they're in the Winter Palace Hotel."

-Crazy Irish rant...
-Check his hair.

-Rip van Einstein.
-Looks like it's on fire.

-Looks like Barbara Bush.
-Just go with it.

The thing that l found fascinating
about shooting digitally,

which l hadn't done before, is that you
develop a different performance rhythm.

And I think I've been used to
the celluloid rhythm

where you do a take or two,

you stop to reload,
the actors decompress.

Sometimes they go back to their trailer
'cause it's gonna be...

You know, there's a malfunction
with the camera.

Whereas once you were on set
with this film,

you stayed there the whole time,

which meant that it was
more like a theater rehearsal.

And oftentimes we would shoot
the rehearsals.

So it wasn't necessarily that we did
take after take after take,

it's just that we harnessed
the rehearsal time

into the performance time.

I want this, and I want it with you.

And I won't deny you that.

"I don't want to be somebody's burden."

We had been talking about doing
Benjamin Button long before Babel.

And actually before The Fountain,

because Cate was originally gonna do
The Fountain with Brad.

And so, you know,
as my movie would fall apart, I would...

Somebody would say,
"Hey, did you hear?

"Brad's doing this movie
with Darren Aronofsky."

And I'd say, "Oh, great."
You know, "Yeah, with Cate Blanchett."

And I'd be like...
And then that would fall apart.

And I'm sorry about that, Darren,
but gleefully.

And then came Babel.

Which, when I saw it, l didn't think
was treading anywhere near

in the area of Benjamin Button.

...like that's just the problem,
it's also this and this and this.

The rapport that they have
was very much like siblings.

He's totally juvenile,
which is of course why we get along,

and she is so prepared and thoughtful,
and she;s taking notes,

and she's done this and that.
So they're wonderful together.

You know, they're just so easy.

You don't turn his opinion of it, it's just...

"If we're gonna acknowledge it,
let's acknowledge it.

"Here's the thing,
it scares the shit out of me.

"I don't wanna pay my own babysitter,

"I don't wanna be the burden
for somebody else."

Isn't that what it is?
It's an elaboration on that thought.

I think that we're all...
"I'm going a different way."

Could be the thing that leads into,
"We all end up in diapers."

Doesn't matter what's your rationale.

You know, how do I not become
a burden to this?

The feeling-out process was way over.

So in that way l was glad that
they were in Babel.

Even if it was kind of...

The pairing of them was really my idea.

-And roll, please, we're rolling.
-Rolling.

In between my movies with Brad,

l forget how just stupid the world is
around and about him.

I guess because I know how
uncomfortable it makes him,

I guess I just sort of hope that it's
receding or in some way diminishing,

because it certainly doesn't make his
life any easier or any more enjoyable.

And then the door opens...

We were shooting this commercial
in downtown LA,

and it's the middle of the night and
we had shut down most of the street.

And l was talking to Brad
as he stepped off this curb

and these two women
who were walking,

were intent in their conversations,

and they realized that they were about
to run into somebody.

And then they both turned
and they looked at him,

and they both dropped to their knees
screaming.

And I...

And he sort of reached...

I think he thought he had tripped them
or something,

and he sort of reached over
to touch them,

and they both recoiled from him,
screaming.

And then they got up and then they
stood there unable to move, screaming.

These weren't like 17-year-olds.
These were like late 20s, early 30s.

Okay. Here we go once again.

These were responsible adults,
these were not...

And it was horrible.

Cut. Very nice.

Camera right. Keep going.

There you go, I need somebody there.
And action.

Cate is so stunning to look at
that you can literally lose minutes,

where you just find yourself...
"Oh, I'm sorry.

"I came to your trailer and I was gonna
talk to you about this thing and I can't...

"I can't remember what it is,
so I'll come back."

You literally lose moments of your life
where you're just sort of...

-Do we have speed?
-Yes.

And action.

But I think it's a girl.

And cut. Very nice.

So Cate, do you think...
I guess it doesn't bum you out at all

that he doesn't chime in with like,

"Yeah, that's great." No, I guess not.
You're just riding...

-'Cause the next scene is basically...
-They'll get through the next.

No, I know. In the next scene,
you're gonna say, "I'm not gonna...

"I want this,
I want this more than anything.

"So I wish I could have reservations
about it, but I don't have any."

-Do you know what I mean?
-No, I think I do, but...

It's just I think there are so many beats
where I could play...

-Yeah.
-There are so many of

these little vignettes where it's like...
You sort of take some time...

No, no, no, I'm not looking for that.
I kind of like the idea

that you're so on top of the wave
that maybe you don't even sense...

Try to bring him...

-Back.
-Yeah, try to bring him back.

I see what it is he's looking at,
and I'm saying, "Come on."

And then what happens is over
a course of months this continues on,

so then we have to have dinner
and say, "Okay. What's the problem?"

-Yeah.
-"Okay. I can idea with that..."

So the diner sequence, though,
is shortly hereafter,

maybe a week later or something,
and it's...

I don't think that it's, "Okay,
wait a minute, what's the deal?"

-It's, "I can see that you're troubled."
-Yeah.

And he says, "Oh, believe me,
I am not trying to hide it at all."

And you say, "I got enough enthusiasm
and I want this enough for both of us."

-Yeah.
-"So, I'm sorry if I can't

"kind of see it as
a glass half-empty like..."

Because the very fact that I'm looking
at what he's looking at

means that I am registering
the problem.

But I also think that you can see it in
two different ways.

Which is, sometimes it's wonderful
to do things

that you're not necessarily
comfortable with,

because they show you
great new things.

So I look across the aisle and I go,

"That's gonna be great for you.
That's gonna be great."

Yeah. And I think that,
like you were saying,

the power of my positivity is that
I can just drag him along with me.

Yeah.

-'Cause in the diner scene, it's not like...
-"You're the sperm donor I want."

-Yes.
-Okay, good. Here we go.

-And...
-Quiet, please.

As l was watching,
l was thinking, you know,

they are something special to look at.

They're beautiful, beautiful people.

And when he finally croaks, looking
at her old face, that will be irony.

The first rule they tell you,
If you're gonna write a love story,

is, "How are you gonna keep them apart
at the end?"

So you get them together and it's like,

"Yeah, so what?" You have to have this
sort of yearning that goes on.

I don't wanna see anybody together.

I wanna see everybody
as unhappy as me.

-What are you thinking?
-Well, I was thinking how nothing lasts.

Everyone in this movie dies.

So, of course, that's how
I was able to stomach All the rest of it.

-I was going to come and reset A and B.
-Go ahead.

It's really just up now,
so it doesn't really need to be reset.

No, that... A's over there. This is B.

-All right, so this is...
-Jackson, play it back, please.

Yeah. We gotta hear liquid.

Yeah, just off camera right.
That's good. That's perfect.

All right. Test, one, two. Test. Test.

Copy that. Go.

We wrapped April or May of 2007.

And then we cut
for about 10 or 1 5 weeks

just to sort of get a rough shape.

I'd gone to a whorehouse.

I'd had my first drink.

I'd said goodbye to one friend
and buried another.

In 1937, when I was coming to the end
of the 17th year of my life,

I packed my bag, and said goodbye.

The hardest part of the movie for me

was assembling it
without access to David

when he was in New Orleans
the whole time

and i was here working in his office,

'cause he does do a lot of coverage
and he does do a lot of angles

and a lot of takes,
and it can be daunting

if there's no initial conversation,
and there rarely is.

It's just, "Here it is. Begin."

Let's say we've got
a five-minute scene,

I've probably got two hours of footage

and may have 15 different angles.

There's A and B camera
and there can be

anywhere from five takes
to 30 takes on each specific one.

Probably the biggest challenge was

dealing with a headless character

for the first, you know,
quarter of the movie.

L mean,
there was the body actor's performance,

which David didn't want to see at all.

And he had us put
a black hole in the screen

wherever the body performer's
face was.

I think that's quite challenging,
'cause you watch it and it's really flat

because your lead is literally
a black hole in the screen.

Kirk was assembling
while we were shooting.

Angus was doing some assembling
while we were shooting.

And we were looking at stuff, you know,
we have everything on PIX,

the only diction I have left.

I showed you this, right?
So there'll be a matte painting,

we'll see New York City and
the Chrysler Building and all that stuff.

Back, and then the cars will pass
in front of it,

and then we'll move in...

You know, like, he'll get out,
pays the cabble, goes inside.

I love that, with the music.

That's terrible, that piece.
That piece is good.

Yeah, that's good.

So much underpants.

We need his face in there, instead of...

That's a nice piece, and that works.

That looks good.

So l was able to see stuff every night,

you know, little QuickTimes of scenes
that I had mauled

with my inability to think straight.

It's always very nerve-wracking
for an editor,

the first time you show an assembly
to a director.

David, usually it's...
You post it as a QuickTime,

and he looks at it, and sometimes,

you know, you'll get up
in the middle of the night and see

if he, like, accepted it or declined it.

There's a green... You can have
a green bar on your sequence

or a red bar on your sequence.
Red bar is really bad, and

usually, if I got one of those,
I'd just go back to bed.

But if it was green, I would read,
you know, what...

'Cause there's always comments,

and it's interesting,
'cause he's hyper-specific,

down to a syllable of a word.

And then we had five to eight days
of facial capture.

We did a day of volumetric capture,

which was the spattered,
the green makeup on Brad,

capturing the shape of his face
in different positions for the volume.

-Roll, please.
-Rolling.

Eyes a little bit further right.
There we go.

And then we did five days

of the specific performance capture
that was

his reacting to what was happening
in the scenes that we'd cut.

And that would be the material
that we would use to drive

the CG old-age face.

Okay. One last one.

Okay, going again.
Button it up, please.

And after you look to Queenie,

look over more to your mark towards
the kids, the eye line towards the kids.

Just a little bit... Yeah.
Not the face, just the eyes.

Just get them over there, there you go.

Yeah, it's a little too far, but a little bit
more... Yeah, over in that direction.

Yeah. And I like the lip thing,
but I'm not sure, I mean...

I think we have to
recreate the tongue digitally,

anyway, but I like the lip thing.
Here we go. And roll it.

-And, speeding.
-Speed.

Super-lost in your own little world
at the beginning.

Hey, boy.

Benjamin ! That is dangerous.
Come back over here.

Stay put, child.

-Cut. That was it.
-Cut it.

Okay, play me the last three back.

It's one of these great scenarios
where there's this amazing amount

of technology going on, yet,
in certain instances in the process,

we were very low-rent
about how we did it,

because there was no other way
to do it.

And so we would shoot Brad
just to capture his facial performances,

hoping that it would fit into
the performance that another actor did

who was wearing
a blue sock on his head.

And to Brad's credit,
it was pretty amazing.

It was one of those scenarios
where, as l was on the set,

I'd be sitting there looking
at what he was doing, thinking, like,

"I don't know if that's really gonna work."

And then we would take it back to the
edit room, and then we would edit it

and put it together,
and it was pretty amazing.

-It's a night for firsts.
-How's that?

I've never been to a brothel, either.

I don't mean to be rude, but your hands.
Is that painful?

Well, I was born
with some form of disease.

What kind of disease?

I was born old.

-I'm sorry.
-No need to be.

There's nothing wrong with old age.

It really worked incredibly well.
I just couldn't see it on the set.

And obviously David could, he walked
away feeling pretty good about it.

-Cut it.
-Cut it.

SW 83-20, version 58, final.

TI 89-1 30, comp version 39, final.

BT 92-30, the first face-fall when
she says "I feel sorry for you,"

and then the second face-fall
wait for on "Die before you do."

Check the light on the teeth as well.

FR 47-1 80, comp version 25.

A little bit more out of focus
inside the glass lenses.

Too Harvey Dent?

And so that's probably something
we can just do as a comp treatment

or do we need to re-render
the glasses out of focus?

It will be just comp.
We should google Harvey Dent.

Google? Okay, I'll do that.

ST 49-40, version 9, final.

The head was already final,
but we finalled the cable car stuff.

The human performance
has always been considered

the Holy Grail of the CG world.

It's very daunting for many reasons.

Well, everyone just kind of is afraid of it

because it's such a challenge.
It's like, where do you start?

How old are you?

I'm seven. But I look a lot older.

Seven. But I look a lot older.

He's gonna see that you walk
from faith...

-Hallelujah !
-...and divine inspiration alone !

All right. Yes !

No one's ever really tried to do
just a regular CG person as a character

because it's been so scary.

Tests and attempts, over the years,
have not necessarily been successful.

And I've even been part
of some of those attempts.

It was tough. He had to be cute,
like he always had to be cute.

And he's not cute.

He's an 80-year-old guy in a wheelchair
who's four feet tail.

-I think it really came through.
-He's a likeable character.

-Yeah, he's...
-It could have been so easy for him

to be actually... Try to be a monster.

You're gonna meet this guy
at his least recognizable.

You know, he's gonna be four feet tall,

and he's got to look 80...
I mean, he's got to look like Einstein.

You know, I mean, like Yoda.
You know what I mean?

He's got to be...
He's got to start at the...

He's got to be this like wizened,

wrinkled, hairless gnome of a guy.

It occurred to me that this might be
a better place to put the audience,

if it was somebody that you really knew
what their face looked like

because they could peer into it
and kind of go,

"I know who that is. How do I know..."

And that was the thing
that we found, eventually,

was that when you could see it was him,

there was something
sort of exciting about that,

and you're talking about somebody...

You can't walk 35 feet
in the civilized world

and not see a picture of him.

I mean, literally,
like, every 10 seconds it's like,

"And here he is
getting on his motorcycle,

"and here he is taking his helmet off,
and here he is having a snow cone,

"and here he is..."
I mean, it's like you see him so much,

in a weird way it kind of helped us.

Early on, there were sculptures done of
Brad at the different ages playing Ben.

They take a cast of Brad Pitt,
then they start sculpting it in clay,

to make him look old,

and then they turn that clay into a mold
and cast that in silicone.

And eventually, those ages were taken
from five to three basic sculptures

that we would need
and handed to Rick Baker and Kazu

to sculpt and create
the designs and likenesses

that we would then recreate
for our digital models.

And you end up with this
incredibly life-like bust.

And they actually made three of them.

They made an 80-year-old Brad Pitt,
70-year-old and 60 years old.

So, we would just be
sitting at our desks with this bust

of a 100% realistic-looking Brad Pitt
staring at us while we are trying to work.

And it was invaluable.
It was a little creepy at times.

From that sculpture,

we create a digital scan
that then gets put into the computer.

A very complex system is put together
to represent hair and skin

and also animation
of how the head will move.

Yeah, but I think the glasses help him
with stuff to even here.

It's bifocal.

Whatever they are, they're fucking huge.

So I was just thinking it's like,
you know, like this,

so he has to use them.

-Or looks down, so he sees over them.
-Okay.

Okay. we'll try it both ways.
Okay, neutral pose. Record. Rolling.

Okay. Just give me 1 5.

Just head down the hallway
in your wheelchair,

then seeing over your glasses.
And looking little bit from side to side.

Widen your eyes from the sun.

We use the MOVA Contour system
in a way that we felt

was the most straightforward approach.

You know, we were able to
grab performance pieces

and nuances from Brad that then
we were able to build into a rig.

Rig being,
If you think of it in marionette terms,

the armature that you can pull on
to then control how the face moves.

A rig is really just
whatever mechanism you're gonna use

to make a static mesh or static piece
of geometry move over time.

Once you started putting in
lots of muscle recreations

and heavy deformers
to move the face around,

your interaction, for the animator,
goes down.

And so my goal was to make
an interactive, pretty much real-time rig

that mimicked
what Brad;s face would do.

Maybe the muscles on his left side
pull harder than the right side,

or whatever happens to be Brad.

When the project started,
I sort of watched a lot of Brad,

or re-watched a lot of his films.

And the most recent one that had come
out was Babel or Babel,

I don't know how people
actually say that anymore.

Throughout that film,
he had this look that was kind of

brows pinched,
inner brows pinched and up,

and like, worried, and it was just...

So many shots of him had this look.

When we were looking at
how we were distilling out

the different aspects of the face,
and saying, "Okay, this is inner brow up,

"this is outer brow up,
this is lip corner pull left,"

whatever, blah, blah, blah.

I was like, "You know, he was always
doing this in this other film,

"so let's put in a control. Let's get that
data in there and just call it The Brad."

And that was a huge mistake

because the very first thing
that people wanted to do was go,

"Well, we gotta turn Brad on."

So we had to go back
and take Brad out of all of Brad.

So that rig then allows us to
build all of Brad's...

The way he moves his face,
the way he emotes, his expressions,

even taking a look
at some of his timings

and how things move together.

You know, there was talk like,
"Hey, can we CAT scan Brad?"

And they are like,
"Yeah, sure you can. No."

We ended up building a system
that was based off of Brad's face,

that moved exactly
like Brad's face moves.

That was kind of the directive
from the beginning,

which was why I almost quit.

'Cause that's insane. We can't do that.

This is the only project, I think,
I worked on where

I seriously considered quitting
many, many times over.

Especially when we are sitting in
a conference room with David Fincher

and the people that are more important
at the company than me

are promising David things
that I'm going,

"Don't promise that.

"We have no evidence that supports
that we can do this at all."

Then I leave zoo, go here, go there.
Wandered most of the time.

You were all alone?

You'll see, little man,
plenty of time you'll be alone.

When you're different like us,
it's gonna be that way.

There were some scenes
where i was thinking,

"Oh, my God,
how are we gonna do this?"

And David Fincher would come up
and ask,

"So what do you think?
Is it gonna work?"

My reply was,
"Yes, we have to make it work."

But deep inside, there was always
that moment where you're like,

"Is this really gonna work?
How painful is this gonna be?"

I knew that we were gonna get there
or a lot of people were gonna die trying.

Our software program, ironically,
it's called Track.

Got a Academy Award for Technical
Achievement many, many years ago.

So it's pretty robust,
but we had to take it to the next level

because it was never designed
to track ahead

directly onto someone else's spine.

-We are going to put that one here.
-Very decisive. I'm impressed.

As soon as these witness cams are set,
we can do this.

-And the sun is moving.
-Sun's moving.

Do you know the sun is moving?

Can't believe his brain.

-Let's do it.
-Break it up.

-Ready?
-We're ready.

We used high definition video cameras
to facilitate the tracking.

And having the separate angle of view
after tracking the main camera,

we were now able to triangulate
the performer in this case,

and really get a good sense
of where he's at in 3D space.

That's a big advantage
from prior ways of doing it.

In the old ways,
we would just track single camera view.

It's the tracking and the animation.

If it's off, and the head's moving
different than the body...

Then you're always gonna be fighting it.

In most cases,
we would shoot the live plate,

you'd do another second pass,
a clean plate,

and combine those two together.

Our department comes in
the early stages.

Sarahjane and her roto team

-go in and start rotoing.
-Chopping off heads.

Yes, so they start chopping off heads
and rotoing around the collar line.

I have some form of disease.

Well, I was born
with some form of disease.

The tracking team recorded the position
of every single light

and lighting instrument
that they could, on the set.

The exact physical locations.

Our lighting artists would get
these high dynamic range textures

based on photographs,
with blockers and bounce cards,

and big lights and scrims
and that kind of thing.

And you could just open your scene up
and it looks exactly like it did on set.

The bust photographs very realistically,

so what we were able to do
is take the bust

and place it into
what's called the light stage.

And basically, you photograph it
from every single angle, 360 degrees.

So what we do is
we take all of this footage

and we use that
to calibrate our Shaders.

Granted it wasn't Brad Pitt,
we knew that this thing was synthetic,

but it was a fantastic starting point.

I mean, it's like the front
three-quarter size.

I write little program,
what's called the Shader.

And the biggest challenge
for this project was

believable, full realistic skin.

To achieve that, we had to study
how light comes in,

inside of the flesh, and then a light
bounces around and it comes out.

And there are actually multiple layers.

And this is one of the layers,
and it's actually called dermis,

and this is where all the blood flows,
so that's why it all gets tinted to red,

and that's how we get
the reddish color on the skin.

It's a phenomenon that everyone
is sort of familiar with

by placing a flashlight
up against their hand,

and seeing a red glow
through their skin.

It's incredibly difficult to get
everything working exactly right

because of the different thicknesses
and thinnesses of the skin,

where there's bone,
where there;s not bone,

where there's cartilage,
where there's more veins or less veins,

backlit, high sunlight, the way it
interacts with different colors of light.

It's a tremendous challenge
to get it to be just right.

We never did Benjamin's body below,
around the bust line.

We were just interested in
a connection point near the sternum

and then the head replacement.
In fact, in shots like in the bathroom,

where you see no collar or anything
that can hide that transition point,

we hid the transition point
back sort of underneath the chin.

And tried to keep as much of the neck
from the live actor as possible.

Meanwhile, the hair team is busy
also taking the track.

-Changing styles all the time.
-Yeah, changing style.

l think they were originally told
there was going to be three styles,

and they ended up with 28.

-They were the unsung heroes of..
-Yeah.

If there was one thing which David was
tweaking consistently, it was the hair.

My goal wasn't necessarily to get
the face moving 100% correct

because there is really no such thing.

But my goal was to make it move
believably enough

that people focus on the eyes.
You have to get the eyes right.

When you have dialogs with people,
when you are watching people in films,

you're looking at their eyes, especially
if they are talking or thinking,

or something like that.

And as soon as you lose connection
with the eyes

and you start looking
at the rest of the face,

it will look weird, because
people actually kind of look weird.

If you watch someone's mouth
as they are talking,

it doesn't look like
you may think it should look.

You're not seeing the phonemes
pronounced exactly.

You're not seeing
"oos" and "ees" and "aas" and...

It looks like sort of a Muppet mouth,
like flapping around.

So once you lose the eyes,
someone could go look at the mouth,

and even if the mouth looks completely
believable, really,

they won't think it does
because it moves like it really does.

So the hard part is really keeping
the audience engaged in his eyes.

One of our artists became
sort of the resident eye expert.

He would have like three monitors
on his desk.

He would have Brad Pitt's eyes
on one monitor,

he would have these in-development
CG eyes on another monitor,

and then on his third monitor,
he had video footage he shot of himself

looking in every direction and he shot
probably hours of this footage.

You walk by his desk and there's just
all these eyes staring at you.

It's pretty amazing how good
humans are at reading other humans,

and knowing what they may be
feeling or thinking

based on very minute changes
in their face.

I mean, you can take an eyelid
that is just slightly too wide

and narrow it slightly and he goes from

crazed killer to thoughtful,
or the tiniest smirk.

I mean, we are talking about
millimeters of motion

in the corner of a lip,
and that was a real challenge.

This has been the Holy Grail of CG,
and it;s kind of,

"What do you after you do
the Holy Grail?"

It will be hard. You can't just go
and do another simple show

because where's the challenge in...

l certainly like to be challenged,
that's the only reason to do this.

You know, I tell my artists like,
"Look, at the end of the day,

"the money gets spent,
the time goes by,

"but you need to have something
to look back on

"and say you're proud of the work. "
And that's just the artist in me talking.

Well, I hope
people leave the theater wondering,

"Wow, where did they get that guy
that looks like Brad old?

"I mean, that's a great makeup job.
How did they do that?"

And they don't really even think about
that till after they have left the film.

l hope they just enjoy the film
that David's crafted.

Unfortunately, for me, l hope people
go, see the film and have no idea

that l had ever been there.

If that happens, l think
this film's gonna be hugely successful.

I hope we didn't hurt it for
David and Brad and the rest of the crew

by making something
that pulls people out of the film,

'cause it is pretty amazing.

How is it when you showed up

you were no bigger than a bollard
with one foot in the grave,

but now, either I drink a hell
of a lot more than I think I do,

or you sprouted?

What's your secret?

Well, Captain,

you do drink a lot.

Lola's a company that l came up with
the idea for about four, five years ago.

And it was something we really
wanted to do, which was

explore where we could take
digital de-aging of talent.

Essentially, we're doing digital facelifts.

We actually call it DCE,
Digital Cosmetic Enhancements.

And it's just... You know, if you're
shooting late, you have some eye bags,

you know, you're a little tired, I mean,

not everyone looks perfect every day,
even Hollywood royalty has off-days,

so, you know, using these techniques,

we can just make everyone look
a little bit better.

And with Benjamin Button,
it's been great working on this project,

because we can actually tell people
what we're doing.

Most of the work we do is so secretive
that we can't tell anyone.

In this case, we can, because,

you know, we're taking Brad Pitt

and making him look 20 years younger
as a story point.

-You are so much younger.
-Only on the outside.

Originally, we got involved
with Benjamin Button

when they were trying to find

a two-and-a-half-D solution
to make Brad look younger.

By two-and-a-half-D,
l mean that we'll do 3D tracking,

we'll do planar tracking,

you know, if a head is turning,
we'll track the head in 3D space,

but then we'll typically put 2D patches
back on top of it

in 3D space, like a Band-Aid,

which is like a two-dimensional object,
versus something that has depth.

We do have a scan of Brad,
but we typically didn't use that.

Most of the time, we just do tracking
based off the features of his face.

We use Boujou, which is a 3D program,

and it literally creates a cloud of points,

and as he's rotating,
the cloud of points will rotate with him,

and then that's what generates
the 3D information.

We're not having to create CG masks
that we replace actors with,

we're using all the subtlety
and performance of the actor.

We're just using the compositing tools
that turn back the clock 20 years

and remove the artifacts of the lighting
and, you know, the wrinkles

and adjust the tissue densities
and those kind of changes that happen.

As a person ages, their...
Gravity pulls your face down.

So the first thing was,
we'll take mesh warpers

and push the face back up
where it used to be.

And then we'll go back
and kind of remap the lighting.

So if there's harsh shadows,
we'll remove the shadows,

we'll fill in the shadows with lightness,

where you start losing density

around your temples,
you lose fat in your cheeks.

So we'll replace fat

and smooth out shadows,
is essentially what we're doing.

We do have a plastic surgeon,
Dr. Andrew Frankel.

He's one of the top
Beverly Hills surgeons.

He's been invaluable,
because the surgeon will come in,

and he'll say specifically, you know,
the nostril needs to move over,

you know, one half millimeter,

and he's very, very specific
and scientific

about his approach to de-aging.

So he's been a great colleague
in this whole process.

There were the shots of

Cate Blanchett practicing,

and we needed to do
digital face replacements of her

putting her face
onto a stand-in dancer's body.

As we're refining our technique,
it's allowing us to go further and further.

You know, a few years ago,
we could probably get,

maybe eight, 10 years comfortably,

and now, using this
two-and-a-half-D process,

we can get 20 years comfortably.

So If you wanted to make Brad look
like he's 14, or you're 10,

we wouldn't be able to do it.

As long as your window
is from about 20 years younger

to about 10 years older, we can do it
with the two-and-a-half-D process.

Anybody want to make $2
for a day's work ;round here?

I do.

You got your sea legs about you,
old man?

I think.

Well, that's good enough for me.

Get your ass on board.
We'll sure as hell find out.

I got a phone call from David
and I came over and met with him.

And that was basically to cover
the ten years of Benjamin

at sea on the tugboat, on the Chelsea.

Scrape off all this bird shit!

Right away, sir.

Here it comes.

That's so cool.

That's real grand.

Probably the most complicated part
is that when they;re photographed,

they're actually photographed on
a stage that's completely independent

from what the real lighting would be
out on the Mississippi.

Often in other shows
it's been really difficult

'cause the lighting is completely wrong
or their shadow;s in the wrong spot.

It doesn't make sense at all.
I mean, if you expect to see a sun

from one direction,
then you're getting a double shadow

which doesn't make sense at all.

It's challenging to make
those things work.

But this show worked out really well.

Our water was based
on Tessendorf's code.

There's a standard of CG water
that;s out there

and we used that code as our basis.

Jerry Tessendorf came up
with the first algorithm

that simulated the closest, so far,
to what real ocean water does.

Today they have simulations

that simulate what water does
in a small glass.

Well, when you've got an ocean,

it's too many calculations to go on
for something that large.

Basically, the waves are
not just moving up and down,

but they actually move
in a sort of cyclical motion,

and that code accounts for it.

Everything beyond the boat

and often the boat itself
from longer shots was actually CG,

so whenever you see the characters
up close, that's all live action,

and anything behind them,
anything beyond the boat is all CG.

And as Benjamin grows younger,
we move into 1934

and then we go to the Eastern
Seaboard towards New York.

And we needed to look
at what would be

surrounding the Chelsea
in New York harbor,

what would populate the harbor.

How much would you see
of the Statue of Liberty

versus the Manhattan skyline?

Cut it. Good.

-Cut.
-Cut.

We had to deal with the bodies
that are all floating in the water,

and they all match with the surface,

so that's a simulation based on
the original ocean surface simulation.

The attack in the Pacific obviously

was the most complicated sequence
in the film.

Fellas !

Sub !

L mean, we didn't have a U-boat,

so we had to obviously build
a CG U-boat.

The water was very much CG driven
in that sequence.

We sure as hell
can't outrun them fuckers.

There were a lot of aspects to that
sequence that were very challenging.

Even down to where the tracer fire
was actually traveling.

We had to keep that continuous

so, when the German sub
was firing across the boat,

we spent a lot of time to make sure
the continuity worked

and that the shots were still exciting.

You know, that there's
a lot of action going on

and it looked really, really dangerous.

That's it. That's a cut.

That last one was the best one
as far as matching all around, guys,

so burn that into your brains.
Thank you.

Once we actually hit the U-boat,

the actual dynamics of the wave,

those two boats connected
and hit each other,

was very difficult to pull off
using the gimbal tug,

so we went to the drawing board
and we CG-built the tug.

We took the assets of the gimbal
and we built upon that,

and we built a much more dynamic field
for the collision.

The ocean water was challenging,

but once we felt pretty comfortable with
that, it moved on to the next challenge,

which was the giant splashes
from the sub exploding.

We had to kind of create that explosion
and that hugeness underwater

and really make sure the viewer
understood that we were underwater

and what would it look like
if a tug hit a sub.

It's got hundreds of effects
and it's the perfect type of effects.

The effects I love are
the ones that you never see.

And If you've done your job well,

then nobody ever knows
that there was an effect there.

So it's kind of this, you know,
you want to show your work,

but then if they don't see it, perfect.

Visual Effects
THE SIMULATED WORLD

l think this film is just so rich

and it's complex
in the way it tells a story.

It tells it through many different eras.

And, of course, the visual effects
need to make that All plausible.

Craig Barron - VISUAL EFFECTS
SUPERVISOR - Matte World

You know, we can't go find that perfect
location from the'20s anymore

because there's apartment complexes

or parking garages or everything

that's not gonna say classic,
old style location.

They just don't exist anymore.
It's too modern.

So we go back and we learn about
the history of something,

what it should look like, what are
the elements that aren't there anymore

that really communicate
the idea of being in the past,

and then put those into the shots.

What we do comes out of what was
traditionally called matte painting,

and now we've taken it further
in the computer graphics age

to create simulations of environments,

because now we're moving
dimensionally through these scenes.

And in order to do that,
you need to mimic

all the phenomena
that you would expect to see

if you're really photographing
that scene.

One is a aerial scene of Paris.

And this is a complete simulation,
there's no live action in it.

It's not anything that was photographed.

You know, again the idea of,
"Well, why don't you just go to Paris

"and shoot something
from a helicopter and change it?"

The reason why is that, by the time
you get some piece of film that works,

considering that you've got the right
lighting and the right time of day

and the nice looking clouds,

which you probably didn't
If you went there to shoot it.

Those are all things we can put in.

And we also need to make it
look correct to the right time period.

We have to take out any of the modern
buildings that wouldn't be there.

So it is simulation of reality,

and whether the shot
is successful or not

depends on how well
we're able to mimic that reality

and make it a credible illusion.

So we study the phenomena
that you would expect to see

in a scene like that or a shot like that.

You want to see
highlights off of windows,

the glints of the sun
reflecting off of the windows of cars

as they drive down streets.
We have to have traffic, people,

steam coming off of buildings,
moving clouds,

flags, you know, all the things
that you'd expect to see

need to be there as objects and
phenomena that;s telling you it's real.

The exterior of the train station set

was shot on a location in New Orleans
of the court house building.

Tech Scout, October 10, 2006

Ten cars, three horse and carriage.

50-foot tech...

Start using all the doors.

It could be in here.
It could be out there.

It could be... I think here
we'll have control of the street, right?

Yeah, this street we own.

Somewhere in here a crane shot.
Or platform.

-Okay.
-You know, put a parallel.

See, now the sunrise is over there,

so we wanted to do this
kind of first thing.

-So it's either/or.
-And I want clouds

just like that, a little deeper.

-Going left to right or right to left? Okay.
-Right to left.

The court house building architecture

wanted to be changed
to look like a train station,

as well as, we had to establish it
in a period of time

before EPA
and proper emission standards.

So it had to have smoke
and grime and...

Raw dailies

It needed to look really industrial
and uncomfortable.

So we added all these
additional elements

to what we shot in New Orleans,
smoke, haze.

And then we went way over the top

and Dave said,
"Okay, you can back off a little bit.

"It doesn't have to be that horrible."

Which was great,'cause you literally
couldn't see five feet in front of you.

The train station interior sequence
was creating this old style

interior union type train station
which was built as a virtual set.

Meaning, they built some columns
and a wall, some scaffolding,

and then blue screens
were surrounding the set.

So David was free to shoot in any angle

as if it was a real place, and then it's
our job to track in the rest of our world,

our computer generated world, to fit
the real world that he photographed.

And make that transition from
real world to virtual world seamless.

We, of course, also added people to it,

because we needed to
fill out the crowds.

And that was fun because we shot
our own employees on blue screen

and added them into the scenes.

So we actually had the people
who worked on the shot, the animators,

the compositors, in their own
train station shots. So that's kind of fun.

It's a sort of a way we can author
the shot and make it our own.

Another thing that's really great
about that sequence

is that it starts from the Armistice Day
to the'20s and we cut back to it

during different periods of time,
where we see it in the '40s

and the'60s and then,
eventually, present day.

So we get to show that train station

remodeled and what choices were
made from a design standpoint of

what those different shots look like,
was a lot of fun to figure out.

One of the set pieces
that we're creating is a clock.

It's in so many sequences that
keeping it as a computer graphic

allows you, of course, to decide
what time you want it to be.

And it ends up being
extremely important

as you're cutting a sequence together

and you have people standing
in front of the clock

to decide that in a more comfortable
post-production environment

about where the hands are,
and where the seconds are.

And just so that you maximize

every shot of the clock,
because If you had this thing on the set

you'd always be backing it up
and it would be in the wrong place.

Or you'd probably have to fiddle with it
in post-production anyway.

So it was just very easy
to create this clock

and then control it
and decide what it should read

on a shot by shot basis.

It has a glass front

and that glass, then, of course, will
reflect the interior of the train station.

Also, since a blind clockmaker
made the clock, we also thought about,

well, what kind of clock
would this blind clockmaker make?

And David had the idea
of wanting the numbers to be raised,

sort of like Braille. And so we made
a little gold rim around it

so there was a sweep-second hand
that would go across.

It would interrupt a light reflection
off of the numbers.

You know, clearly, this is very subtle.

You know, I mean,
I don't expect the audience to go,

"It's raised 'cause he's blind."

But those are the details you think about

to give you a direction
on how to do your work.

We had some stock fireworks
from a previous David Fincher movie,

Zodiac actually, and we used the same
fireworks in this whole sequence.

There were crowds shot on location
at night, in New Orleans.

We had to add more people.

There were 100 extras
that go back a block.

We needed to take block number
two, three, four, all off into the distance.

We have people up on balconies
that weren't there,

so those were shot
as separate elements.

Action!

Raw dailies

Fortunately it was
near the Fourth of July,

so we were actually able
to take advantage of buying sparklers

that we used to good effect.

We put that into the distance
over and over again.

Another full CG shot that we're doing
is of the Flatiron building.

It's an establishing shot of New York.

It's a beautiful building, of course.
It's built as a triangle on a corner

and it allowed us to create that
as a period shot

with smoke elements
coming off all the buildings.

We have to put traffic
running down the streets.

And even though we are way far away,

it's sort of a God's-eye view of this,
you would still see people.

We have very small people
walking on the streets,

crossing the street, dodging the traffic.

And then signage, we did research
to see what kind of advertisements

would be in the environment.

Anything that would be appropriate
for the time period on billboards,

creating this sort of environment
that would be New York.

As Benjamin Button goes around
the world in different time periods,

he actually goes also into Russia

during his sequence
with the merchant marines.

And so we created a Murmansk harbor
and had the crew walking up.

And we added the background
with the ships and the frozen ice

and the snow on the buildings.

And, again, that was like learning
about what Murmansk would look like.

There's this unusual crane
that they have there

that we put into the shot
to make it look like that location.

The Majestic Theater in New York.
We wanted to see down a street

and see everything
that you'd see on Broadway.

So we're going to have
animation of lights

for different theater marquees
going off into the distance,

and a sense that
you're in that New York canyon,

of being able to look off to infinity

in sort of a man-made canyon
of buildings going back to the horizon.

We also put in the Chrysler building

and then the marquee of the theater
has to be created.

There is a Majestic Theater in New York
still today,

and it doesn't have that beautiful sign,
that big marquee is gone now.

So we created it from reference
of how it looked back in the'40s,

The original plate as it was shot
on location in New Orleans

how lights would chase around
and thermometer up and down.

It's all something
that we're copying from stock footage,

that we had as reference
from the actual theater.

Since everything is in the digital realm,

a lot of our work tends to blur

into just the production process
of making the movie.

Whereas, there'll be something
on location that wasn't quite right

that needed to be fixed.

But rather than wait and stop shooting,
they went ahead and shot anyway

knowing that we could correct
the problem in post-production.

it just frees up
the production process so much.

You know,
if the clouds weren't quite right,

they don't match from shot to shot, well,
you're not gonna wait for a cloudy day

to continue your sequence.
So we'll go in and we;ll strip those out

and we'll make it feel more consecutive,
like it was shot all at the same time.

And these little nuances
just make the difference.

It's all part of that process
of telling a story

and it's a more effective way
of telling a story

because it all makes sense, visually.

It's okay. Can you solo the effects?

I see, so it's sort of a big crowd.
I hear it, so he's...

Yeah, but this stuff is good.

This has been probably
the most difficult project yet,

just sort of the restraint
of the soundtrack.

You can hide in sound.

In other words, If you have bad dialog

or if you have things that are kind of
sloppy from a technical standpoint,

often times in sound,
you can kind of spackle over it

with Bondo and kind of hide
the imperfections in more noise.

On a gritty movie like Se7en,
it's okay to kind of have this,

you know, grungy, crappy track.

But in this film, it's all about
just the loneliness of the space

and nothing to do but just sit there
and hear children down the street

and the clip-clop of horses.

And so all the imperfection
is right up there in front

and it has to be just presented
as this period piece.

And so that's been very challenging
for All of us

in terms of the dialog editorial
and in terms of the sound

and in the mix, and it's also
a lengthy film. It's 10 reels long.

So, in a way, it feels almost like
it's two films in terms of workload.

Out, damnable affliction!

So what about right there?

When I was writing down the note,
it was...

We kind of played in
the first few words here.

To kind of get warmed up
to the environment,

and just to start absorbing
as much of the culture

of that period in which
Benjamin grew up in New Orleans,

David kept saying things like,

"The French Quarter,
it's live and it;s bustling,

"and there's music coming
from all these different windows."

And that's acoustic music performed,
and people in different

restaurants or bars or pubs or brothels

would all be vying
for the passersby's ear.

So there would be this noise
coming at you.

And so, Aaron Zeller,
he was working on location,

and l thought, you know,
"This guy's from New Orleans,

"he knows it like the back of his hand.

"We should hire him to go out
and just collect background sounds."

So he did. He'd go into bars
and just set up his little...

He brought in these little
hidden microphones,

and put them on his sunglasses
and went and recorded.

A lot of these sounds,
we didn't have vintage vehicles,

these Model Ts and vintage trains,

and all these sounds of yesteryear
that we no longer can have access to.

Even just the sound of the swamp,
or the birds,

or the crickets or the cicadas
are very unique.

And if you listen in the track, there's that
sort of pulsating cicada texture

that happens often in the summertime.

So we were lucky
to have fresh new sounds.

And then, he comes up. Stand up.

He's up into this, like that,

and we see her come
in the background like that.

Quiet, please !

-Sound speed, Wayne.
-Speeding.

Playback!

On the day that David's filming,

all the people
that are in the background,

they actually don't say anything.
They're just extras that are mouthing.

Background.

And action !

Absolutely! Damn right!

So you know
what my father says to me?

He says,
"Who the hell do you think you are?"

And so they have to be replaced.

So you know
what my father says to me?

He says,
"Who the hell do you think you are?"

Then, often times,
when their voices are replaced,

they're replaced with actors who might
be from Los Angeles, you know.

And so, there's always that faction of
dedicated New Orleans people

that will be listening,
"Those aren't real accents."

So we wanted to make sure
they were true.

Same old crap every day.

If you watch the film, a lot of it
takes place in the Nolan House

which is a retirement home
with lots of old folks.

So capturing the sound of
old people talking about stuff,

but with the right accent.

You know, again,
you can't hire people to do it

as well as if you could just
sneak in some place

and collect all these sounds.

So Aaron went into the... house
and a couple of other retirement homes,

and poor old people were freaked out,

'cause they didn't know
who this guy was.

He's in there
and he's got these headphones on,

he's sitting there, looking there.

And if you listen through all the takes,
it's funny,

'cause some of these people go,
"We didn't know who you were, sugar.

"We thought you were some stranger

"looking to case the joint
or something," you know.

It was just hilarious.

But some of the recordings
that he got were great.

They're priceless.

Get that bones
and chop that up right there.

-Chop it up, come on.
-All right.

Chop up them onions real good.

You'll hear a great clip where

Brad Pitt comes home after the war
and he comes home to see his mom,

and he, of course,
has gotten a lot younger

and he's sort of wanting to know
if she'll even recognize who he is,

and he comes back home.

And we had all this space to fill in.

At one point, we had just nothing,
just silence, and Dave was like,

"Can we put some sound in there?
It's so flat."

And so, we had this great clip
that Aaron recorded of this old lady

who is trying to get out of her bed,
and she's going, "I'm ready, I'm ready."

And finally,
the African-American nurse goes,

"Okay, Miss Alfalina, I'm coming,
I'm coming for you, honey."

And it's just this great thing
that you could never write,

you can never come up with it,
you know.

I'm ready! I'm ready!

I'm coming !

-I'm ready!
-All right, I'm coming, Miss Alfalina.

A lot of the job was just
listening to these recordings

and cherry-picking, "Oh, that's great.

"We should kind of put it in the movie
somewhere," that kind of stuff.

You're looking at him.
When he stands up, look at his face,

then look at his feet
and then look back, kind of like,

"You got to be like what?"

We had a lot working against us
just in terms of noise,

and so cleaning up the dialog
was very difficult.

Now, New Orleans, it's a metropolitan
city with freeways and rumble.

And what David wanted was

just quiet dialog with just chickens,

you know, in the background and wind.

And so, that was very challenging,

because our production sound
recordist, Mark Weingarten,

had a real hard time
with these locations,

because they were noisy.

I mean, the Nolan House,
you go in the backyard, it's just...

And you've got all this dialog happening.

In fact, one of the first rules

that David came up with was,

any time an actor is outside,
they shall be looped,

which was really hard on many levels,
most notably, just performance,

because the actor gives so much
on the day.

And then to have them come back in
and try to redo it again

is very difficult for them,

because it's hard to come all the way
back up to that level of performance.

Well, he got another thing coming,
that's for sure.

God be my witness,
he got another thing coming.

He left us $18 that night you was found.

Eighteen ratty dollars

and a...

Good night, baby.

In the film, the dialog that you hear,
for example, if it is production,

often times, it's not even when
they're actually saying their dialog.

It's a culmination
of many different cuts within that,

and David's very involved
with every little nuance

and finding just the right pitch and tone
for every little word.

So it's a really long, drawn-out process,

but it's a lot of fun just to
kind of hone in the characters.

Y'all listen. Y'all listen up here.

We're gonna have us a visitor

that's gonna be staying with us
for a little while.

My sister had a child
and she couldn't see right by it, so...

You know what?
Maybe I need to watch this again.

-Okay.
-'Cause I've got to look...

I can't look at the paper
and look up here.

Let me hear that one back,

just for "Dr. Rose says
he ain't got much more time left."

God in Heaven.
He looks just like my ex-husband.

Look, he's prematurely old.

Dr. Rose said he ain't got much more
time on this earth.

Join the club.

Just wanna read the last line, "Dr. Rose
says he ain't got much more time."

Yeah. really feel sorry for him.

Okay, let's just pick that up,
"Dr. Rose says he ain't..."

-1 :35, Doc.
-You are so silly.

Mama.

Mama.

Some days I feel different
than the day before.

Part of the challenge
with Benjamin Button's voice

when he's seven years old,
yet he looks like a 75-year-old man,

was to make him sound,
on one hand, childlike,

but on the other hand, elderly.

Molasses.

I don't think I have worms.

So it was that quandary of,
how do you do the sound?

And I thought, "Well, he would sound
kind of like a little baby."

Like, he would sound like this.

"Mama, how much longer
do I have to live?"

Mama? How much longer I got?

A lot of that original recording
of Brad was like that,

and we had it cut in for a while.

But then when the animation came in,

I think David realized
it wasn't really quite the right sound

and was dissatisfied with that
as a texture.

Mama? How much longer I got?

David Fincher kept saying,

"Well, let's just pitch it
and run it through the throat program,

"and do this and do that,
and it's gonna come out great."

We did due diligence
on the original recordings,

and tried as best as we could
to make technology create this texture,

and create this effect, but ultimately

what we found out was that
it sounded science fiction-esque.

Molasses.

These tools, you know,
maybe there'll be a new technology

which will allow for this,

but right now, currently, we don't have

technology that doesn't end up
sounding like you're in a sci-fi film.

And it would be great
if it was a science fiction film.

Then you could hear all the digital
artifacts and it would be acceptable.

Molasses.

Molasses.

Molasses.

Molasses.

Molasses.

Molasses.

He had a conversation
with Brad Pitt himself,

and apparently Brad said,
"Wouldn't it be more gravelly?"

And I think it was Brad
who kind of came up with this sort of,

"Hey, Mama, how much longer I got?"

Mama? How much longer I got?

And so he kind of did this sort of...
Forced his throat.

Forced this sort of gravelly sound
all the way up here,

kind of like Froggy
from little Rascals.

Mama? How much longer I got?

Mama? How much longer I got?

And then we just pitch it slightly.

How old are you?

Seven. But I look a lot older.

Seven. But I look a lot older.

Seven. But I look a lot older.

Believe it or not, it's mostly
Brad Pitt just making that sound.

Again, in this setting,
it's so natural and real

that we had to ask the actors
to create it.

And you know what?
It was the best thing to do.

Come on over here, you.

Now, this is my granddaughter, Daisy.

David wanted to have
Cate Blanchett re-voice

her young 10-year-old version
of herself

And Elle Fanning, who's the actor
who plays the young Daisy,

was recorded on set
and we have her voice.

It was fine. It's a little girl's voice.
She sounds great. She's a great actor.

And then David goes,
"Let's re-voice her."

And fear, doubt,
you know, these things come in.

"Okay, what? You wanna have
another kid do her voice?"

"No, let's have Cate do it." You know.

"It's never gonna work,
it's not gonna work.

"It's a disastrous idea." And it works.

Did you know turkeys aren't really birds?

Why do you say that?

They're in the pheasant family,
can't hardly fly.

It's sad, don't you think?
Birds that can't fly?

Did you know turkeys aren't really birds?

Why do you say that?

They're in the pheasant family,
can't hardly fly.

It's sad, don't you think?
Birds that can't fly?

She went into a female falsetto
and created the young Daisy vocal.

And despite the fact
she's talking up here,

you can still get
a sense of her chest cavity.

So Dave Parker, our dialog mixer,
spent a lot of time sculpting,

in terms of equalization, all the low
frequency components of her voice.

And getting rid of those and filtering it

so that we just had the high end
of her vocal texture.

And then again we took that
and pitched it up a few steps.

Probably not that much, though.

It's, again, with that sound,
it's 95%c the actor.

-Again, read it again.
-Oh, read it again, please.

-Again, read it again.
-Oh, read it again, please.

-Again, read it again.
-Oh, read it again, please.

What's really interesting
is that when you watch the scene

where Benjamin Button and Daisy
sneak underneath the table

and they have their first encounter
and this first conversation,

that's where you'll be able to hear
Cate's voice over Elle Fanning's face.

And it's actually brilliant.

Now in retrospect, it's taken me
a long time to get to this point,

but if you think about it,
what's interesting is that

Brad Pitt, he's not even there, right?

Because it's a CG character,
yet it's his voice.

And Elle Fanning's there,

but she's not really there,
it's this other voice.

Your turn.

I'm younger than I look.

I thought so.

You don't seem like an old person.

Like my grandma.

So there's this weird dichotomy,

and weird kind of
checks and balances thing

that happens in this scene
and it works in a very peculiar way.

It kind of creates
a global oddness to the track.

Your turn.

I'm not as old as I look.

I thought so.

You don't seem like an old person.

-Like my grandma.
-I'm not.

Many times when you work
in your pigeonhole

of whatever it is that you're doing,

you think that
that work is what's important,

and here's the film over here
and here's your contribution to it,

and this is important.
But really it's not, it's this.

And I think it takes a while
to kind of get to the point

where you can appreciate

that this can be thrown away,
and it's not important.

What's important is David's film
and how to make that speak.

And that's been
the best learning experience for me.

Sometimes you have this striking idea
that comes to you... And you get it.

Sometimes you just have
to dig a bit deeper,

unfortunately, for many hours.

When l was a boy,
I'd love to wake up before anyone else,

run down to that lake
and watch the day begin.

It was as if l was the only one alive.

l fell in love the first time l saw her.

Your mother's name was Caroline...

The next one is two pianos
we're choosing, actually.

You hear it? It can't be perfectly in sync.

I'd find excuses
to go down to that kitchen

just so I could look at her.

That should be just the harp,
just piano.

Saxophone.

It's very important that the director,

who has been living with the picture
for years, gives you the right path

so that you don't miss something.

Could it be the connection between
one character;s reaction in a scene

ten minutes before
than the one you're scoring,

or ten minutes after
the one you're scoring,

so it's all this very complex
and delicate puzzle.

Wasn't that his voice
overlapping with hers at one point?

-Never...
-I did.

You did, huh?

Great Japanese architect
called Tadao Ando says that

you can't have a good architecture

if it doesn't have
both function and fiction.

And it's perfect for a movie soundtrack.

When the movie soundtrack
is just functional,

okay, does a good job, but so what?

But fiction, that's good.

And I'd rather have a score
which is only fiction

and maybe has a bad function
than the opposite.

So when a movie like Benjamin Button
is getting towards you

and where both these elements
are offered to you,

you go, "Oh, that's what I want to do.

"That's why I've wanted to do
movie scores."

When you write a score for a movie
where you want not too much music,

you know that
the most important moments

are where you start and where you end.
And it's crucial.

-Okay. Happy, Fincher?
-Yeah. Yeah.

-Questions? Requests?
-No, no, no.

You were just saying that you weren't.

The last one.
I was not very happy with the last one.

-But you have the other pieces?
-Tuning...

Yeah, we have other takes
and if, you know, it's a cue you can fix...

There were two dangers.

Making it too much of a fable
and something too dark, too heavy,

or something too schmaltzy,

playing too much for the emotion
and pushing the emotions.

-Here Andy played really soft.
-Okay.

It's just because it's a solo instrument,
you hear it.

Well, is it gonna feel natural
if I duck it a little bit for that?

You can't really duck it.

-Okay, play it again.
-Yes.

You can be simple and emotional.
You don't have to be pushy.

l remember once in Prague
hearing a little girl in the street singing

in the morning as the sun was rising,
and she was going to school.

Just a single voice,
it could give you the chill

and almost tears to your eyes
because of the beauty of it.

The rule that I've chosen,
it was "less is more."

l don't think there were
many other ways,

because the music shouldn't show off

It can shine, it can be intricate.

It can increase the intimacy

that you have with the characters
or with the situations.

But it shouldn't be overwhelming you.

L think it can be simple
and still very moving.

It can be subdued
and played with almost no vibrato,

and still be very strong.

I write very simple music

which makes all the lines
very transparent.

You hear everything very clearly.
There's many soloists.

You can have, sometimes,

just one trumpet playing one note
in a high register, bar 56 for two bars.

Hasn't played before,
just plays these two bars.

And it's difficult because
you haven't played, then you go...

And it's got to be on the right note,
on the right dynamic, in tune.

So it's simple but very difficult to play.

Once more, 29. One, two.

Yes.

Yes, exactly. Perfect.

Even though the orchestra is big,
you know, from 60 to 90-piece,

l make it a very chamber-like
kind of feel.

It was a hard job here to bring
this huge amount of energy

that are in the Hollywood scores,

which are always bombastic and big,

and everybody's playing loud
and a lot and vibrato and...

No. This has to be different.

But soft on the trill here.

-On the trills, sure.
-On the high ones especially.

Yes. Piano. 29.

You've no vibrato, you play soft,
you put your mutes

and you listen to your neighbor,
which is Very important.

You listen to each other
because otherwise you can't play.

And that's the key of chamber music.

Bravo, Andrew.

When we play the melody,
when you're doubling Randy,

the celeste and the harp
should be careful to not...

Celeste doing...
Now we hear too much...

Always the downbeat of the bar.

We should not hear
so much of the downbeat.

So you could just invert the dynamics
so it starts soft on top and then...

Exactly.

Yeah, you know...

Yeah, that's a piano thing,
but, I don't know, we can try.

L like, very much, to hide
as much as possible

when the music is coming in.

l remember the first time
we spoke with David,

l mentioned the idea that
the music should be a flow

that would come and go,
vanish and come back.

And l like when the music sneaks in,
you don't realize.

And then suddenly
when it blossoms, it's there.

You feel the emotion, but you didn't feel
that it was like a tape player playing.

The element of time is very important.

He's going backwards in time,

and we thought what could be fun
is to have...

Benjamin's theme is first...

The first section is in one direction
and the second section is reversed.

And second time,

the opposite.

You can't really tell
'cause it doesn't show off.

But if you listen to it and write it down,
you just notice that it's the opposite.

The music l write
generally has this childlike thing

of simplicity and of spacey sounds.

You know, I often use harps and pianos
and celeste and Fender pianos

and light electric guitars and little bells.

It's part of my instrumentarium.
I like that. I like to use these sounds.

Yeah. What would be next?

You know, some music,
they get colored by the picture

and some pictures get colored
by the music. There's an interaction.

It's hard for me because when
l finish recording, I hate everything.

I'm really disgusted by the score.

l don't want to hear it anymore.

But this morning
l watched the screening

and there were moments
where l thought,

"That's okay. That's not too bad.'

When he takes his father to the lake
in his arms,

which is a very moving scene to me.

You know, having a man
who's never known his father,

who finally knows who he is,

and takes him in his arms
to see the sunrise.

I think that's a beautiful visual
and strong human idea.

You can be mad as a mad dog
at the way things went.

You can swear and curse the Fates.

But when it comes to the end,

you have to let go.

Usually you read a script and you say,

"Okay, this is in my mind,
this is how l envision it.'

And you're always disappointed.

And it was like, "Oh, my gosh,
this is better than I envisioned it."

At the very beginning,

I think, seeing on set
that David's really gonna

reach for the rafters on this one,

which isn't to say he doesn't
on every movie,

but l think this movie has a lot of things
that are incredibly difficult.

I will say it's probably
the biggest thing I'll ever work on.

It felt special, like I said,
from the time I read it, for sure.

And even when we were filming,
funny enough, too,

I just had a feeling on the set
that's kind of hard to put into words,

but you were like,
"Okay, something's happening here."

You know, like, "This is something."

Everyone treated this project
as if it was their own child.

The film is Benjamin Button.

You know,
that baby that;s on the doorstep.

And that's what makes it so special.

One of the best experiences of my life,
as far as moviemaking.

One of the most stressful experiences
in my life in moviemaking, also.

I absolutely loved it.

It was one of the happiest times
I've ever had working on a film.

I got on fantastic...
All the guys on the crew.

We had great fun together.
We all bonded really well.

We all had these terrible
scatological nicknames for each other.

If you're gonna do a film,
that's what it should be about,

the people you work with.
I can't say just that,

but it's very important to me
as I get older, the company I keep.

And I enjoy so much
spending time with these guys.

I figured it wasn't a bad way
to burn a year

or two.

Thank you very much.

We need to do this quickly because
you've got a long movie to watch.

I want to thank all of you
for your hard work

and your beautiful faces,
and especially your city.

We couldn't have done it without you.

The film owes so much to New Orleans
and the people of New Orleans,

and we cannot thank you enough.

It's... i see it as a love letter.

l think you'll recognize
a few of the places.

And, you know,
l hope you enjoy it as much as l do.

And go to the bathroom now.

You don't want to be going in,
you know, in about an hour and 45.

You don't want to miss a thing. Go now.

-Go.
-He's not kidding.

All right, thank you.
We hope you enjoy it.

L think this picture was the landmark
in my life where I just went...

"after this, it's all a bonus."

It was definitely something
that was something to tick off in my life,

which was to make a great film.
You know, it's done.

You know, it's the kind of movies
people don't make an awful lot

in the studio system right now.

It's not a movie around
a central conflict that is resolved,

it's a movie about a life,
it's about a life lived,

and the emotional journey that one
takes when you live your life.

It's just great.

And, you know, everybody sits here

and does these things for every movie
and says, "What a great..."

But I think this is unique, this one.

I mean, I can tell you
of other movies I've had

which... People just didn't give a shit.

And maybe part of that was that
there was not the same kind of feeling

that, "This is something worth doing."

It might last for more than a year,
you know, or 10 minutes, you know.