Original subtitles

Second Trimester Production

Okay. Come back even further.

Come back much fur-- Swing left.

And stop. Okay.

MAN 1: I don't know what's going on here.

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

They're gonna be right here.

I need to get the camera back about here.

MAN 2: We'll have to find a search lamp. MAN 3: Okay.

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

We wrapped May of 2007.

WAGNER: It's 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, we're also talking a change...

...from turn of the century to present day.

Show me what you want. I'm gonna figure out what we can do.

FINCHER: Anyway, that's what we're doing for the train.

So these cars go down how many? How many do you want?

It's.... Uh.... Twelve.

Anytime you take a movie that transcends that kind of time span...

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

Put them down.

WAGNER: 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 140 days...

...and they're 11-hour days or 12-hour days, it--

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," you know, principle.

And it's a wash.

For me, there's the beginning, then middle, then the end.

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

Cutting.

Let's walk through and say, "Gas mask." And I’ll have them raise their hand.

We'll get them masked up.

KUPETSKY: Okay, background. Everybody look this way.

We're gonna just walk through and assign gas masks to certain people.

Remember that, because 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?

WEST: All right. KUPETSKY: Go ahead.

Make sure you mention to Props if you have a gas mask, okay?

That you were just assigned.

So your gun-- You wanna make sure your gun-- In real life...

...doesn't hit the mud, and the muzzle doesn't get clogged.

If you have to shoot at somebody, and you got a gun that won't fire, you're gonna die.

WEST: You do it with your stunt guys-- -I’ll handle it for you. Yes, ma'am.

WEST: By what they're doing. I don't want anyone to get hurt.

Yeah. It’s good that they have the visions hit the bombs.

-I know. -And they'll fog up.

-Yeah. -But we'll get plenty of gas masks out.

-That sounds good. -Okay. I'm sorry, Hope.

Did he get a--? He could use a gas mask, this guy right here.

MAN 1: Here we go. MAN 2: Okay.

MAN 1: Ready and action.

[GUNFIRE]

DALTON: David's very particular in what he wants.

So you need to be able to give him multiple takes...

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

MAN: 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...

...that have 20 explosions and 20 takes...

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

MAN 1: And roll it. -Hold on.

MAN 2: Ready. And action!

[YELLING]

DALTON: Our actors were three, four feet away...

...when the explosions were going off.

So we built every one of these...

...into the ground in mortar, 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 get someone hurt or burned.

To simulate the look, but still get the action.

MAN: These are our two mortar beds which we are responsible for, C and D.

And that's the layout for each individual mortar in the bed.

And this is a layout of the whole field.

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

DALTON: In between myself and the stunt coordinator...

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

...some extras and some stuntpeople, could run through this...

...with never stepping on where our explosions were going to be.

And having them go off at exact points for certain soldiers.

Certain individuals were supposed to be hit at certain times, at certain cues...

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

...so we could have camera at ground height.

So it was a very well choreographed sequence...

...very well thought out.

And all went real well.

MAN: Thank you very much. A great hand.

How about a good round of applause for our stuntmen...

...and our special-effects guys?

[PEOPLE WHOOPING AND CLAPPING]

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

...in terms of sets and settings, you don't wanna do something...

...that overtakes the characters in the story.

But you wanna do something that supports them. That's what I see my job as.

We talked about doing flats down the walkway.

Okay, where is our bench?

BURT: This is what we were gonna do on the exterior.

Already ventral sconces there...

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

There's so many other elements into expressing that.

It's 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, you know.

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 we bring him in here...

...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.

And he comes in, and this is her place.

BURT: It's one of many elements, and that's what's so fun...

...about filmmaking, I think, is that, you know, in the end...

...when you see the film, you go, wow.

You know, all those pieces came together.

The interior of the train station...

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

...CG set extension.

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

...and we combined some different elements that we felt comfortable with...

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

And roll, please.

GATEAU: I hope you enjoy my clock.

-That's it. -Curtain.

[CROWD CLAPPING]

BURT: We looked at period clocks, in particular, 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, you know, fine-tuning what we wanted it to look like.

And make it as wide as you can.

MAN 1: Okay. MAN 2: Okay, here we go.

-It’s running backwards! MAN 3: Earl, let me see your point.

-I’m pointing at the banner. MAN 3: Okay, a little lower.

It's running backwards!

MAN 3: There. MAN 4: Better.

Yep. Let me present how 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.

MAN 5: But, you know, the broad brushstrokes are right.

That looks nice. That was nice.

Flash.

MAN 6: Okay, here we go.

[CHEERING]

DALTON: One of the things we had to make look real in the film were...

...the 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, we have Roman candles ready. You'll hear it on the "action."

Repeat after "action."

Action, Roman candle.

MAN: Action!

[CHEERING]

WAGNER: With this too, it was a period movie...

...so that means wigs for all the extras...

...and haircuts and mustaches and fittings and, you know, cars, 1919 cars.

They didn't have cooling 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, like, look at the camera.

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

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

-You know, stay in that moment. MAN: Background.

[CHEERING]

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

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

And 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.

U.S.A., baby. Whoo!

But then you get to take 15 and 16, and it's been beaten out of them...

...and they're good.

Do it again.

-You beat them off with the baby. -Oh, did I?

"Get out of my way, out of my way."

FLEMYNG: "I've got an ugly baby."

FINCHER: It's kind of great.

Bob, make Ashley run a little bit more crazy...

...like just going through people. I just need to--

His shadow's not spectacular enough for Jason.

FLEMYNG: I had met Fincher and Ceán socially through Brad...

...because I met Brad during Snatch.

Uh, you know....

And 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 was an actor.

So I sort of found a script, got hold of a script...

...and put myself on tape for it and sent it out to Fincher, because I--

Honest truth, I didn't think I’d get a chance to get the part.

But I just wanted him to know that I could act and that that's what I 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.

I kind of knew that the studios wouldn't necessarily be interested...

...in me playing that part.

When I came out, I knew he'd have my back...

...as much as he could as a friend.

I thought he was going to instruct me about what I had to do...

...in order to have a chance of getting the part.

I was chatting away to him. We were here, and he took me through the--

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

He 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.

This is agony. It's making it worse."

MAN 1: We'll step back, pull in the bag.

MAN 2: Flemyng, you're starting on the other side.

You're left to right, dude.

FLEMYNG: At the end of the day-- We spent 6 hours together.

At the end of the day, I said, "David, what do I have to do to improve my chances?"

And he went, "Oh, no, you got the part." I was like: Ah.

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

I got involved when I didn't know I was getting involved, um.

Laray Mayfield, apparently, had gone to see Hustle and Flow.

And, um, 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, you know, 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, "Well I'm having a garage sale. How do I...?" Heh, heh.

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

So I 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 into David Fincher.

And I read it a couple times. He and I basically chitchat.

And after I finish 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, um, he was.

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

CANNOM: It’s interesting. I 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, you know:

"How can you build all this stuff?

How are you gonna do somebody...

...76 years old, you know, 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 new young born.

And my idea was to do it like a shar-pei dog.

We did all these little shar-pei wrinkles all over him...

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

HENSON: I remember when I was doing my makeup test...

...they were building the animatronic baby.

And I remember I said, "I wanna see this baby."

Because I like to see...

...so I 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, "Oh, this thing is ugly." Like that's-- It was just--

It was hideous.

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

And the more and more I 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 eyes, and you're like--

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

[LAUGHS]

MAN 1: That does look like Brad, doesn't it?

-From the bellybutton down. MAN 1: Yeah.

Okay, um.

So what lens is that?

MAN 2: That's a 21.

-Go to a 20. MAN 1: Okay.

FINCHER: So we need to take a little bit of the sheen out of the forehead.

Just a teeny bit. It's just a little much.

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

And then we need to take this out, because this is too wet-looking.

MAN 3: There you go. MAN 4: And action.

DOCTOR: He shows all the deterioration, the infirmities not of a newborn...

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

HENSON: 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.

MAN 1: Cut it. MAN 2: Nice work, guys.

MAN 3: Good, good, good. MAN 4: Okay, now we unpack it.

MIRANDA: I was the first one that did the Viper stuff with David.

And we started with a Libra.

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

And, um....

Then we did a bunch after that, though. The Heineken beer on spots.

MAN: Roll.

MAVROMATES: David has used the Viper for...

...going on four years now, probably, with this commercial--

It's a tool that he really knows very well. It has been very dependable.

It worked very well on Zodiac, and when it came to working on Benjamin Button--

We always revisit what we've used...

...and to see if there's anything, you know, greater out there, anything better...

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

Chin up. And then some intense acting.

Surprise, and laughter.

-Cut it. All right, good. MAN: Good.

MIRANDA: We were trying to shoot 4K, so we looked at the Dalsa.

The Red wasn't ready at the time. The D-20 wasn't ready as well.

I mean, we needed multiple cameras, you know.

And so there was, like, one D-20 ready, so we didn't make that an option at all.

MAVROMATES: 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 on how you measure it...

...and what lenses you use and that sort of thing. That was one factor.

The other thing that's different about the Dalsa is the sensor is larger.

The Viper sensor is really almost the equivalent of shooting a 16mm movie.

So that's a different look.

MAN 1: Good, play it back.

MAN 2: Check this out, it's looking pretty good.

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

...it's actually, "How does it look in the end?"

I think that's just kind of more important...

...and the Viper looked good, you know.

So that was kind of-- You know, people are saying, like:

"Oh, you should have shot Red."

And I saw Red, and there was issues that were not....

That I need more latitude, you know, 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.

Give it a little moment, because I wanna play it in a close-up of, like....

You go, "Is he gonna go bullshit for this whole thing?"

Or then he kind of goes: Ha, ha, ha.

God bless you.

He's 7.

In the revival tent, we were using these 60-watt old-fashioned bulbs.

You know, that are from, like-- You know, the period-made gloves.

Kind of the way they did in the old days.

So okay, well, 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 I 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 all, you know, 100 percent?"

Uh, heh....

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

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

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

It was like, you know, these bulbs light the scene...

...and we're calling it this.

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

And, you know, pulled it out, running at about, like, 140 volts.

Just trying to get every single ounce of light from this thing.

I might even increased the shutter, open more from the 180...

...to the 230 or something like that.

And I said, "Really, these are 60 watts?"

You open them up. Normally, you could light a scene like that comfortably...

...with, like, 25 watts, you know, standard.

I mean, you'd be totally fine, but that one was just--

That was a little bit of a, "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 if we have you on both.

You know, kind of looking over the congregation here.

HENSON: 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. I thought Katrina was back.

Think I got sick that first day too, because it was so cold.

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

...and let me just see Taraji fall.

-Praise God! CROWD: Praise God!

Hallelujah.

FINCHER: "In the name of God's glory, rise up."

Forget the wheelchair.

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

There's not gonna be-- It's not like he's gonna go from a wheelchair...

...to a crutch. No.

We're gonna go-- We're gonna bypass that. We're going right to run.

[CHEERING]

Walk on. Yes.

That's right, Benjamin.

Let the Lord carry you.

HENSON: I 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.

[CROWD CHEERING THEN GASPS]

[WOMEN GASP]

I'm a mother, and my son is 14 now.

So, you know, they have different--

You have different phases of your relationship.

And that's just how it reads, you know.

Because the shortest guy, Peter, I 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.

"When am I gonna die, Mama?" "Tomorrow. Now go to sleep."

HENSON: You would never know that:

"Oh, she's acting opposite someone that's not Brad."

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

Too fast. Once again.

And action.

BADALAMENTI: It might be difficult for them...

...because you're looking at somebody like me, with nodes and blue dots.

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

...it might be confusing or dis--

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

There you go.

Okay, nope, eye line's too wide. Have him look right here.

Just look at right here.

DOYLE: 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 their Public Works Department before the hurricane.

And on November 15th, 2005, they had 14.

Because they had 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 other--

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 would 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, and visual effects.

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

MAN 1: I’m ready. -The sun should hold for a minute.

MAN 2: Thank you. Here we go.

Officer Kauffman, lock it up, please.

David, effects, you cool?

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

I go, "Great. They'll get a camera...

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

No way. Trolley cars were out of commission.

DOYLE: The cantanary 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.

I mean, it's iconic for the city.

So there was another thing that the special-effects guys...

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

DALTON: So we had about 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.

DOYLE: 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 they could stop it on a dime, like a ski lift.

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

DALTON: We couldn't tow it with a vehicle, because it'd be in the shot.

It would be hard to remove a tow vehicle.

The camera watches it come into frame, cross frame...

-...and then follow out of frame. -Roll, please.

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

...run by a hundred-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.

He's supposed to be able to walk, lift his foot up, step 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, uh, to build that whole system, just for that sequence...

...was completely unexpected.

I thought, "Well, heck, we'll just tell the trolley guy to run the trolley car."

Didn't happen.

DOYLE: 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. MAN: Yeah, that's the old style.

-That's what we want. MAN: Yep.

DOYLE: We looked at examples. David 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, you know, he saw two or three houses that he wanted further investigation.

And one of them was a house at 2707 Coliseum...

...intersection of 4th and Coliseum.

We went up. We knocked on the door. There was nothing.

You could see that really, nobody really lived in that place.

There was furniture, but there were sheets over all the furniture.

It was our mission to find out who owned it, how I can get into it...

...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 contiguous 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. So 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 the 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, "Well, we could talk about this."

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

And 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, because she's not there.

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

Because she had 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 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.

So that's the layout here.

-Okay. -Okay.

So then back here--

You know, there's always some kind of activity going on around here.

So even in the background and stuff, we wanna, as much as possible...

...see kids playing, people doing laundry and stuff over there.

DOYLE: 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.

BURT: For the Nolan house, what we did, we built a porch around the back corner.

That would afford us the ability to go out the 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 a exterior kitchen there.

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

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

MAN 1: Background and action.

MAN 2: For each new morning with its light...

...for rest and shelter of the night....

ZOLFO: My favorite set in the whole film was the Nolan house...

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

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.

MAN: Here we go.

And roll it.

ZOLFO: And clearly, in a movie like this that's so vast...

...you can't shoot it in sequence.

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

MAN: Just so everyone's on the same page.

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

It will be first up tomorrow.

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

ZOLFO: Logistically, it was tricky.

I mean, we were fortunate that we had our storage nearby...

...and we sort of 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."

MAN: Okay, stand by for another rehearsal.

-As soon as you hear them clap. FANNING: Okay.

-And then you-- Okay? -Okay.

MAN: Here we go.

MRS. FULLER: Benjamin, might I say you are looking strikingly youthful.

Grandma! Look at me!

MRS. FULLER: That was really something.

Come over here, you.

MAN 1: Cut it. MAN 2: Cut.

Can we just see her on the mark, please?

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

I have to have you run a little bit straighter.

WOMAN: Line up.

Here we go. Back to one. The sun's out.

MAN 3: 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.

Um.... And the very fact that I'm the voice of Daisy from the age of 6...

...all the way through to 86.

So there's a part of me in every aspect of her...

...and I pick her up, I think, when she's 17.

That is an incredible, um, 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.

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

...because, you know, when I look back on myself as a teenager...

...particularly now I’m a parent...

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

...that hopefully you move beyond as you get older.

MAN 1: Background. MAN 2: Background.

BENJAMIN: And so I went to sea.

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

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

And then it was like, "How was it with Brad today?"

"No, he wasn't there. It was this guy Robert with a blue hood on his head."

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

-Stop. MAN: Okay.

MIKE: So Jared, not quite at the eye line that you gave me.

You're looking at him, he stands up, look at his face...

...then look at his feet, then look back at him, like, "What?"

HARRIS: The tugboat, it was called the Jupiter.

But I think David found out that I was a Manchester United fan...

...so he changed the boat to the Chelsea.

Just to wind me up.

Anybody wanna make $2 for a day's work around here?

-Nobody wants a job? BENJAMIN: I do.

You got your sea legs about you, old man?

I do.

I think.

DOYLE: 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.

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

It's 20 feet in the air...

...by the time you build the base and have it 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.

MAN: Cut, cut. Go it again.

Hey, Burt, do one with you panning around in the gunfire.

FINCHER: Do one where the light's panned on to him more.

MAN: Yeah, yeah. FINCHER: Okay.

And do one more. You have to pan the light over.

DALTON: It has to do a multitude of things. It had to be lazy...

...on the Mississippi River.

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

It had to be able to pitch, roll and heave as if it there was 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, because 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, we're making a movie with a theme-park ride, finally.

And all the interiors for the tugboats were separate sets.

The galley, the bunk area, the wheel house, all those were separate sets.

And those were all on gimbals as well.

So that we could replicate the movement of the boat.

ZOLFO: 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 look 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 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.

MAN: Cut. WOMAN: Cut.

ORMOND: 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'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.

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

MAN: Action.

FINCHER: I think he is 40 percent left, 40 percent on that frame left.

And then as the car pulls in--

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

...was that he kind of-- He has all of it.

He's not afraid to continue to challenge you.

He has very specific ideas.

FINCHER: Can we do one more pick-up? MAN: Okay, cut, reset, straight away.

All right, once again. Here we go.

FLEMYNG: People are frightened of him. I 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." You know:

"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.

You can't pull the wool over his eyes. And he's quite direct.

Thank God.

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

And that can be unnerving, you know.

Turn and let me see your look.

Okay, step in back.

Okay, slide three inches to your right.

Do you want me to go further?

FINCHER: No, no, a little bit more left, if anything.

BLANCHETT: 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 tell me, "Man, David does, man, 40 takes just to open a door."

I'm going, "Wow, really?" And I’m kind of getting a little nervous.

I 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. "Nope," going down, "Nope.

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

Try it like this."

And I’m going, wow, like, this is really specific...

...but I got it, because he's telling the story even down to the feet.

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

Greg, six inches, camera left.

Camera left on the bench, six inches, please.

MOHADI: I 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?

MIKE: You gotta be what you're meant to be.

And I happen to be a goddamned artist.

You're a tugboat captain.

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

Barely. In fact, you hardly can afford to do one take.

You know, on some of these things, now.

So I loved it.

You don't get to act that often as an actor.

You know, most of the time you spend waiting.

I 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:

"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-- 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:

[WHISPERING] "You're my son."

[IN NORMAL VOICE] 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 simple one, which you should have done in the first place.

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

So, Taraj, you can go a teeny bit slower.

HENSON: Slower? FINCHER: Yeah.

HENSON: Okay. FINCHER: Eight-tenths of a percent.

MAN 1: We are rolling. MAN 2: You do the math.

FINCHER: And action.

No, no.

She really gets up ahead of speed.

And the sun came out. Okay, here we go one more time.

Uh, 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. HENSON: Okay.

FINCHER: Okay, here we go. MAN: Rolling.

MAN: Okay, we lost her there.

FINCHER: Cut it. -I’m being called into the principal's office.

Come. Now, what is that?

Aah! Heh, heh, heh.

FINCHER: That's pretty good.

I'll take that one. We can do better. Here we go.

-Once again. HENSON: Teamwork.

CANNOM: We did two weeks of makeup tests with Taraji and Elle and Cate and Brad.

That's one thing you have to do with makeup...

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

HENSON: They started telling horror stories about these big muscle guys that came.

And they would pour the molding over, and they would start to panic and shake.

They would have to take them out of the mold.

And I said, "You know, 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."

[INAUDIBLE DIALOGUE]

FLEMYNG: If you're not really a Method actor...

...to really transform through makeup and costume and hair...

...is really good fun to do.

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

...but over the patch, what was it, with eight pieces.

And Finch comes 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?"

"That's the only bit that's actually me." And he'd be like, "Oh, okay."

It's just this chin. It's not bad.

-It’s more-- I’m, like, spongy. -A little bit, yeah.

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

...with the transfer forehead and upper lip.

I did him at that stage, and then I 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 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 with the coloring and matching...

...and the age-spots matching every day. It's insane.

Each character has its own reality.

As long everyone's part of that reality...

-...that's what you buy, I think. MAN: Right.

CANNOM: 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...

...because we thought it looked really good without eyebrows...

...because 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 have ever done in my life...

...because you can't put age into them.

If I 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. That's my stretch mark there.

CANNOM: The great thing about Cate, she's so professional...

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

...and more wrinkles?"

If someone's wearing a bad wig...

...or they have terrible makeup, prosthetic pieces...

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

-And this film is about life. MAN: Roll. 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 performances...

...which it absolutely was.

DALTON: In the film, a scene takes place in Paris...

...and the closest thing that looked like Paris...

...that Location Department could find was Montreal.

MAN: Ready and action!

DOYLE: Shooting it in Paris, one, is expensive because of 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, or 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.

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.

Because here, a place was untouched by any disaster.

It was just as dense, and I needed just as much control.

I think we shot eight days there...

...and I, 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.

[LAUGHS]

DALTON: And in the Russian sequence, it was supposed to be snowing.

So great, we're gonna be in Montreal. It's cold in Montreal. So we fly up there...

...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, you know, 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 expedite all this, 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.

MAN: That's what I'm saying. Don't. Go back to base, and we'll talk to Brad.

See how things are going. Give me half an hour. It’s 7:15.

Just trust me, it would be the best for both of us.

DALTON: That was daunting, we 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, truckload after truckload...

...a 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.

As it's melting away, you're trying to cover it up.

David's trying to jokingly say:

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

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

MAN 1: It’s Murmansk, Russia at 4:00 in the morning.

MAN 2: Hey, guys!

Clear, get out of the shot!

BURT: 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.

MAN 1: Where did Brad go? MAN 2: Well, you've already done the....

MAN 1: No, I understand.

DALTON: They're exposed, practical elevators.

They were designed and built by the Art Department...

...but the function, that's our job.

There's a lot of dialogue, 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 half a second.

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

ZOLFO: The hotel needed to be a place of former glamour, a place stuck in time...

...much like Elizabeth Abbot, 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.

Two, we're gonna go right from you sitting, and then dissolve, and you'll be asleep.

-I think so, right? FINCHER: Okay.

-That's fine. -Was that too Se7en?

No, I think it should be something that can evolve in a dissolve into:

[IMITATES SNORING]

MAN: Slouch over, thinking. PITT: Yeah.

MAN: We can dissolve, you'll be asleep.

-You know what I mean? -All right.

-Just gotta have some screen direction to it. -Fantastic. Amazing.

PITT: The ways one works.

ZOLFO: In order to create a believable environment for the actors...

...I 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...

...on stage 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."

MAN 1: And crazy Irish rant. MAN 2: Check his hair.

MAN 3: Rip van Einstein. MAN 4: Looks like it's on fire.

WOMAN: Rocky.

[PEOPLE CHUCKLING]

MAN 5: Like Barbara Bush. MAN 6: Let's go with it.

BLANCHETT: The thing I found fascinating about shooting digitally...

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

I think I'd been used to the celluloid rhythm, where you do a take or two...

...you stop to reload, the actors decompress.

They go back to their trailer, because 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--

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.

DAISY: I want this.

I want it with you.

And I won't deny you that.

[PEOPLE SPEAKING INDISTINCTLY]

FINCHER: 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...

...until, you know, as my movie would fall apart--

You know, somebody would say, "Hey, did you hear?

Brad's doing this movie with Darren Aronofsky."

"Oh, great," you know. "Yeah, with Cate Blanchett."

I'd be like:

[GROANS]

And, uh, then that would fall apart.

I'm sorry about that, Darren, and I’m-- But gleefully.

And then came Babel.

Which when I saw I didn't think was treading anywhere...

...in the area of Benjamin Button.

It's like, that's not just the problem. It's also this and this and this.

FINCHER: The rapport that they have was very much like siblings.

Well, 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. Scares the shit out of me.

I don't wanna create my own babysitter.

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

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

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

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

-Doesn't matter which direction you go. MAN: Yeah.

We all end up in diapers.

No. How do I not become a burden to us?

FINCHER: The feeling-out process was way over.

So in that way, I was glad that they were in Babel even if....

It was kind of the pairing of them was really my idea.

MAN 1: And roll, please. We're rolling. MAN 2: Rolling.

FINCHER: In between my movies with Brad, I forget how 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 door opens, ba-boom.

We were shooting this commercial in downtown L.A...

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

And I was talking to Brad, as he sort of stepped off this curb...

...and these two women who were walking were intense in their conversations.

They realized they were about to run into somebody...

...and they both turned, and they looked at him...

...and they both drop to their knees, screaming.

[CHUCKLING]

And he sort of, like, reached--

Like, I think he thought he had tripped them or something.

And he sort of reached over to touch them...

...and they both sort of 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, you know...

...late 20s, early 30s.

Okay, here we go once again.

These are responsible adults. Like, these are not, and it was, it was ju--

It was horrible.

Cut, very nice.

Camera right.

Keep going.

There you go. I need somebody there.

And action.

FINCHER: 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.

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:

FINCHER: You guys speed? MAN: Yes.

FINCHER: And action.

[WHISPERING] But I think it's a girl.

FINCHER: And cut. Very nice.

So Cate, do you think--? So it doesn't-- 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--

-Because the next scene is-- -We're getting to the next.

I know. In the next scene, you're gonna say, "I'm not gonna--

I want this more than anything."

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

-You know what I mean? -No. I think I do.

FINCHER: Yeah.

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

And there's so many of these little vignettes where it's, like, it takes some time to--

FINCHER: No, I’m not looking for that. I kind of like the idea...

...that you are so on top of the wave that maybe you don't even sense his--

PITT: Sense and try to bring him-- BLANCHETT: Back.

FINCHER: Yeah. -Try to bring him back.

I see what he's looking at. And then I say, "Come on."

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?"

FINCHER: Yeah. -I can deal with that.

FINCHER: So the dining 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."

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.

BLANCHETT: Yeah. -So I'm sorry if--

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'm registering the problem.

FINCHER: But I also think 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'll be great for you. BLANCHETT: And I think like we say--

The power of my positivity is that I can just drag him along.

FINCHER: Yeah. Yeah. -In the diner scene it's not my kind--

FINCHER: You are the sperm donor I want.

-Yes. FINCHER: Okay. Good, here we go.

And action.

FINCHER: As I was watching, I was thinking...

...they're something special to look at.

They're beautiful, beautiful people.

And when he finally croaks, looking at her old face...

...that will be irony.

ROTH: First rule, if you're gonna write a love story...

...is how you're gonna keep them apart at the end.

You get them together, it's like, so what?

You know, we have to have this sort of yearning that goes on.

I don't want anybody together. I want to see everybody as unhappy as me.

-What are you thinking? -Well, I was thinking how nothing lasts.

1080otography FINCHER: Everyone in this movie dies, you know, so, of course...

...that's how I was able to stomachaphy all the rest of it.

On November 16,2007, after one hundred and twenty six days on location, and twenty seven days on stages, principal photography wrapped.