The Curious Birth of Benjamin Button (2009) Script

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.


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.


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.


-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.


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.


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.


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.


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.



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.


Now, what is that?

That's pretty good.

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


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. 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.


-'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.


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.


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.


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.


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.



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.


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.


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.







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.


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, 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...


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.