Fans of the 1960’s era TV show, Get Smart, will recall the sitcom’s infatuation with gadgetry, often with hilariously comical results given how poorly the new technology performed in the hands of its bungling protagonist, Agent 86. The new feature film, Get Smart, from director Peter Segal and starring Steve Carell and Anne Hathaway, is, like its source, filled with visual wizardry. The only difference is the digital technology used by cinematographer Dean Semler, ASC, ACS to capture Get Smart’s broad action comedy, worked flawlessly, and in many cases provided the DP with options he may never have had working in film.

Get Smart marks the fourth feature Semler has shot with the Genesis (the others being Click, Apocalypto, and I Now Pronounce You Chuck and Larry). He says Panavision’s unique proprietary system (the Genesis uses a single 12.4 megapixel CCD chip with the same width as a Super 35mm negative, making it compatible with Panavision’s Cine Primo lenses), offers many advantages. “The range of the Genesis is close to film, just about 10-stops,” relates Semler, “and directors love it because they can roll for up to 50 minutes, without cutting. That’s great if you’re shooting an Adam Sandler comedy, where improvisation is a key creative element, or working in the jungle for Apocalypto, where there were so many inexperienced or non-professional actors, we ran up to 45 minutes at a time. Every time you cut the camera, the set grinds to a halt.”

Semler’s comfort level with the Genesis has been honed by EFILM’s color stream technology, a digital look-up table that replicates specific film stocks, in Get Smart’s case Kodak 5218 (500 ASA) printed on Vision print stock. “The color stream allows me to see, in the digital tent, exactly the way the film will look in the cinema,” explains Semler. “The process is exciting because I can manipulate the iris [via a Preston remote control] from the tent.” Semler points to one dusk scene in Get Smart, where the sun has just set, as Maxwell Smart and Agent 99 stride slowly up a pastoral slope. Semler’s team included A-camera and Steadicam operator Andrew Rowlands, B-camera operator Richard Merryman, and C-camera operator Steve Campinelli. “We had a 12K Par through a full grid with so many doubles, the light was down to 2 or 3 foot candles,” says Semler. “We used three cameras: a Steadicam master that pulled back as the actors walked forward; and then two side cameras, which were handheld for the

over-the-shoulder shots. People outside were telling me how dark it was and I’m in the tent, saying, ‘You’re fine. It looks great.’ It was only after Pete cut, and I stepped outside the tent, that I saw it was dark. I reckon we pushed 20 minutes past where I’d go with film.”

Exploiting the low-light sensitivity of the Genesis requires more than just powering up: Semler removed the 85-correction filter, and went to a 360-degree shutter and a plus-one gain, supplying the film-equivalent jump of 500 to 2000 ASA. He preferred using three cameras to give Segal the flexibility to improvise with his cast, without compromising coverage. For a lovely moment when Max and 99 wander through Moscow’s iconic Red Square, Semler says the production considered shooting the actors against green screen, but he lobbied for bringing the Genesis to Russia for the real thing. “We had full control of the square from 10 p.m. to 2 a.m.,” recalls Semler. “This was June so the ambient twilight didn’t leave the sky until 11 p.m., and the pre-dawn light came in at 2:30 a.m. As I’ve often done, I set the Genesis up on a dolly when we first arrived, and used it as a light meter, adjusting the gain and the shutter until the image looked great. My only real concern was that all the lights on the buildings around Red Square would be on timers. But they stayed on and provided nearly all the light for the scene.”

While the Genesis system yielded some astounding results, Semler is quick to add that pushing its limits, just like on film, can backfire if conditions are beyond marginal. One such example is the end of a massive action scene. “After a long aerial chase on the freeway, Max and 99 leap from a burning SUV right before it crashes into a freight train,” begins Semler, “and they come together on a set of railroad tracks near downtown L.A. In the distance is the skyline with Disney Hall, where they have to race off to save the life of the President. In order to shoot the scene in the short time we had before sunset, we designed two three-camera set-ups. But by the time we began shooting, the sun had set.” Once again, Semler used shutter and gain to get the scene done, and the director was happy with the results. However, months later, during the timing, he saw that the director had ordered up an effects shot to move the background skyline right behind the actors. “I thought I was a hero for getting the shot on that day, but what I had provided was the film equivalent of a very thin negative,” cautions Semler. “There wasn’t enough information for a CGI background effect, and the image seen on-screen is very disappointing. Even the Genesis has limits. As my colorist, Steve Bowen at EFILM, told me, ‘Dino, you’ve gone too far!’”

The sky would appear to be the only limit when it came to the thousands of feet of film shot for insert and background plates for Get Smart’s action scenes. Second unit DP Don McCuaig credits a small methanol powered remote-controlled helicopter called the Flying-Cam for platework and point-of-view action shots captured in challenging industrial terrain. Designed by Belgian engineer Emmanuel Prévinaire nearly twenty years ago, the Flying-Cam was created to give cinematographers the option of “close-range aerial filmmaking.” Its tiny size, about six feet, and weight, about thirty pounds, allows it to get into locations full-size choppers cannot access. For one such example in a Vernon rail-yard, Flying-Cam pilot Remi Epron was strapped into the back of a high-rail pickup that drives backwards along the track while a freight train is chasing them down. Epron had to keep the Flying-Cam helicopter (controlled by an RF signal) at a precise distance from the front of the train while moving backwards. “I’ve done a lot of complicated shots, but never while being chased down by a train,” Epron notes.

McCuaig says the Flying-Cam was also used to capture tricky point-of-view shots through and alongside the Schuyler F. Heim Lift Bridge in Long Beach Harbor, a no-fly zone for full-sized helicopters that was only available for twenty minutes before Cal-Trans officials lowered the bridge. “The POV from the plane that Max uses to chase down 99 and Agent 23 in the SUV had to fly on a knife-edge between two narrow bridge supports, so the Flying-Cam was the best solution for a challenging location,” McCuaig explains. Flying-Cam operator Michael Kirsch says the great thing about the remote aerial system is its ability to get access to rare shooting positions, which for Get Smart also included low-hanging electrical wires that presented numerous safety issues for a full-sized helicopter mount.

Get Smart is a comedy, but its deadpan humor often occurs in the middle of some frantic action. Semler credits second unit DP McCuaig with suggesting the use of digital rear projection (over green screen), for the background plates when Max, 99 and Agent 23 [The Rock], are battling inside and outside a burning SUV as it roars down the freeway. McCuaig says his team tested mounting multiple cameras on the same head, and had great success with the Chapman-Leonard Gyro Stabilized Head (G-3). “We were able to get the parallax very close and get a wide shot and a close-up from the Chapman head,” continues McCuaig. “With no vibration, the alignment was terrific. One of the great things about the Genesis was how well it blends with an old film workhorse like the Panastar.” McCuaig adds that the resolution and cost benefits of shooting film made it more practical than shooting HD second unit. “There were some scenes where we had 12 cameras going at the same time.”

Matching Get Smart’s global locations (which switched within the same scene), presented Semler with, perhaps, his biggest challenge. Halfway through the story, Max and 99 visit a Russian bakery they suspect of being a KAOS front for making nuclear bombs, a scene shot in five separate locations in three countries. It began on a bridge in Moscow at dusk looking across the river at the bakery’s façade, which Semler shot in Russia with three cameras and available light. As the spies approached the bakery, Agent 99 climbed up on the roof, and Max walked inside—all shot on a back-alley in Montreal. Once inside Max drops down a secret elevator (the Budweiser brewery in Van Nuys, California) and meets up with 99 (in yet another Montreal location). The scene ends in a dramatic rooftop fight, shot on a three-story set at Warner Bros. Due to scheduling issues, the tighter coverage on

the Burbank stage was done first, meaning Semler had to then match the street-level perspectives, done in Montreal, after the fact. “I’m not sure I could have done it all so well without the Genesis,” Semler reflects. “The system allowed me to put up any of the production tapes, from any of the five locations, and switch back and forth from the live action capture to what had already been recorded.”

Get Smart’s lighting style can best be described as “comedy-noir;” bright enough so the audience won’t miss any gags, but plenty of moody chiaroscuro to suit the spy film genre. Semler spent most of his early career in Australia shooting documentaries, and he believes that, for most situations, lighting should complement a location, rather than overwhelm it. That applied to the elaborate Burbank set built for CONTROL headquarters, as well as practical locations like a postal sorting station in Montreal. “[Production designer] Wynn Thomas built a magnificent set for CONTROL, that had a lot of practical lights, which I wanted to let do most of the work,” recalls Semler. “Wynn put in circular housings with diffusion above and I shined down narrow Par lights, like spots, which I could adjust as needed. When the place gets wrecked, we used these emergency red lights as an effect and some backlight for the silhouettes, for a much more low-key look.”

For a scene inside a Russian estate, where Max and 99 square off with different partners for a ballroom dance, Semler used the ambient light from a long row of chandeliers, and “tidied things up” with some soft overall bounce light. Inside the vacant postal station, the DP passed on using the existing Chinese lanterns and put narrow 12K HMI Pars, without lenses, some 80 yards away from the actors. The hot beams created hard shadows for Agent 99’s fighting scenes, and for her reunion with Max inside the bakery. Semler used an even lighter touch after CONTROL headquarters is destroyed by KAOS. When the Chief (Alan Arkin) reconvenes his staff in a “secure location,” under the reflecting pool in the Washington Mall, Semler placed 150W practicals on the columns that lined the recesses of the San Pedro warehouse where the scene was shot, emphasizing its enormous depth and

distance. Highlights from the practical lights reflected back up off the floor after the DP had the warehouse wet down. “I never would have made any of the days without the pre-rigging done by crewmembers like Kim Heath and John Martens under the supervision of my longtime key grip Bear Paul and gaffer James Gilson,” adds Semler. “Full marks should also go to first AC Tony Rivetti, and his team of camera assistants. Tony’s taken to the Genesis like a duck to water. He’s absolutely indispensable.”

Semler says that each time he uses the Genesis he finds something new and beneficial. And with Panavision’s introduction of a solid-state recorder, the rig has grown ever more efficient on the set, shedding about a dozen pounds. “Steve Carell told me that he’s used to the sound of the film camera purring, so when a director tells him there’s one more take, he’s waiting to hear the film roll out,” the DP chuckles. “Steve said on Get Smart that he never even heard the Genesis, so his concentration never wavered.” Asked what he would have done with the Genesis twenty-five years ago while shooting Mad Max in the Australian desert, Semler laughs: “I probably would have wrecked it.” Still, he’s definitely a fan of the technology, pointing out a recent Genesis lighting demonstration he did for Larry Mole-Parker at Mole-Richardson. “I put up a Brute Arc, with no Fresnel, burning a daylight carbon. It was coming from a window far away. Two people were sitting around a table inside, with only candles on the table, which gave off a soft orange glow. The Arc source was as pure as you can get, and the shadows from the Arc were razor sharp. The Genesis handled it all beautifully.”