The Duchess, shot by Gyula Pados, HSC, recounts the trials and triumphs of England's Lady Goergina Spencer.

Mark Hope Jones
Unit photography by Peter Mountain, Nick Wall and Liam Daniel
Born in 1757, Lady Georgina Spencer (Keira Knightley) was the great-great-great-great aunt of Diana, Princess of Wales, and every bit as controversial a figure. The day before her 17th birthday, she married William Cavendish, the fifth Duke of Devonshire (Ralph Fiennes), and as the Duchess of Devonshire, she evolved into one of the most extravagant, influential women of the 18th century. Like Diana, she was a beautiful but naive country girl who married into a high-profile family, only to find herself both venerated and vilified by the press and public. A creature of infectious passion, she inspired action and debate in spheres as diverse as fashion and politics. Gradually, however, her spirit began buckling under the weight of drug addiction, gambling debts and the emotionally draining ménage à trois that resulted from her loveless marriage. “It’s really a beautiful story about loss,” says director of photography Gyula Pados, HSC. “At its core is this woman who is isolated by society and becomes a very lonely person.”

Early in Pados’ career, before he earned credits that include the features Fateless (AC Jan. ’06) and Evening (AC July ’07), he worked on two films as a camera assistant to Vilmos Zsigmond, ASC. “He gave me my first light meter as a present, and he taught me a lot,” Pados recalls. “It was fantastic to watch how sensitive to the story Vilmos always is. He’s a great technician, of course, but what I really learned from him was how important it is to be close to the director, to watch his every move and get a sense of how he wants to tell the story.”

On The Duchess, Pados collaborated with British director Saul Dibb, whose background is in documentaries. Dibb wanted to tell the story in the most realistic way possible, an approach that appealed to the cinematographer. “One of my problems with period films is that the costumes and historical details can create a kind of distance between the audience and the film,” says Pados. “What’s really different in this script is that Georgina’s story is so personal and intimate. I had seen Saul’s first film, Bullet Boy [2004], which is a frighteningly realistic movie, and I thought it was fantastic. When I started talking to him about The Duchess, I realized what mattered to him most was the reality of the two main characters and their relationship.”

To lay the groundwork for his close collaboration with Dibb, Pados spent as much time as possible with the director during prep. “Being a cinematographer is a bit like being a chameleon,” he muses. “You always have to adapt to your environment and become like your director by getting in his head and feeling what he wants, which is why spending time with him is important.

“For The Duchess, I had about six weeks with Saul before filming began, but I would have liked even more time, especially because it was a big and complicated production,” Pados continues. “We storyboarded a lot of things; we knew we wouldn’t necessarily be pinned down by our drawings and that there would be a lot of improvisation, but that approach allowed us to discover the really important moments. Sometimes we would just figure out one key shot for a scene, a bit of movement that would capture exactly what Saul wanted to express.”

The film was shot almost entirely on location at a number of historic homes across England. This decision was made primarily for financial reasons, but it perfectly suited Dibb, who is accustomed to location filming and a great believer in its benefits. “I wanted to shoot on location, and there’s no way we could have afforded not to,” says the director. “We’re lucky in England because all of these extraordinary houses still exist; I believe shooting in these real locations helped everybody connect with that time and that world. I think it helped the actors to be able to walk into a real house and realize how fabulously wealthy and powerful these aristocrats were.”

Shooting at well over a dozen different period properties was not without its difficulties, however. Aside from the logistical complexities of traveling between locations on a tight schedule, many of the structures are maintained and protected by the National Trust, which imposes strict limitations on the activities of film crews in order to prevent any damage to the heritage sites. Pados jokes, “They have an interesting rule: you can’t touch anything!” More specifically, the Trust prohibits any equipment from coming into contact with interior walls or ceilings, which makes the rigging of lights a particular challenge. “We were also very careful with the lux levels,” notes gaffer John Colley. “They were often concerned with the levels of light hitting delicate artwork and tapestries, so we had to cover a number of them with 12-by-12 textiles on frames. In addition, we took simple precautions like putting tennis balls on all the C-stands to preserve floors and being diligent when carrying equipment in and out. This isn’t the only film that had ever, or will ever, shoot in these places, but we wanted to make it easy for ourselves and also for those who came after us.”

Filming took place over the course of an English winter, so daylight hours were extremely short; shooting hours were made shorter still by the lengthy delays involved in getting actors into the elaborate costumes and makeup of the era. “If we did more than one scene a day, we’d lose two hours in the morning and then another two in the afternoon to costume changes because Keira is in almost every scene,” explains Dibb. “That leaves you a tiny amount of time on camera, and yet I believe in actors having a degree of ownership of their parts, so there will be certain scenes that I don’t want to be pre-staged; I want to be able to see the actors in the situation and then find the scene. That [approach] makes it even more difficult, because you’ve got to rehearse and commit to the staging before you can shoot.”

With time so tight, Pados could take only as much time to adjust the lights between setups as it took to move the camera to each new position. For daytime interiors, the solution was to make use of the sizeable windows typical of the buildings in which they were shooting; lighting came in from outside, keeping the walls and ceilings free of fixtures and the floors free of clutter. Dibb wanted the lighting to feel natural and was accustomed to shooting with available light, but the rooms were often extremely large and lined with dark wood paneling, so exposure readings varied wildly inside. “You might have a reading of T11 by the window and T2 in the corner,” says Pados. “I had to get more light in there so Saul could have the freedom to say, ‘Okay, let’s shoot in this corner and then over there,’ in the same way he had on his previous projects.”

Daylight coming through the location windows was therefore augmented with diffused 12K Arrisun Pars and 18Ks, usually on 10'x10' scaffold towers. During the first few weeks of filming, these towers had to be erected and dismantled for different scenes at various locations with tremendous speed. “Vince Madden was the rigging gaffer, and he did a fantastic job,” says Colley. “His guys worked harder than I’ve seen anybody work before.”

At Holkham Hall in Norfolk, a total of 18 scaffold towers were erected at the same time to light a labyrinth of connecting rooms, allowing Dibb to move freely between them. “It was really important for Saul to have that freedom,” asserts Pados. “At Holkham Hall, he wanted to show how Keira’s character is really lost in this huge place by filming her walking through all these unbelievable rooms in a Steadicam shot that was almost 200 meters long.” Once the towers were up, they stayed up, so rooms and scenes could be revisited at a moment’s notice. “It was the only way to make the schedule work,” says Colley, “and the only way I could look the rigging crew in the eye!”

The English winter in-evitably made its presence felt with ever-shifting light and weather conditions. Naturally, exterior scenes were the worst affected, and Pados battled for consistent images from the beginning of the shoot. “We shot the very first scene over three different days,” he recalls. “The first day was sunny, the second was cloudy and on the third it was raining; we seemed to go though every season in that one scene!” Fluctuating levels of sunlight also had an impact on day interiors. “You might have lots of lights outside these huge windows, but you’re still using the existing daylight as well,” continues the cinematographer. “Sometimes there were days when it was so dark and cloudy that nothing came through, and it would often change in the middle of the day.”

To counteract unreliable daylight and add contrast to interior shots, Pados frequently reflected light off mirrors into backgrounds. “We would put 6K and 12K Pars in the rooms and bounce them off 3-by-3-foot and 4-by-4-foot mirrors,” he says. “The mirrors created hotspots, as though the sun was coming in though a high window; it worked really well.” Additionally, working from the floor, the mirrors and lights could be moved quickly without breaking any of the properties’ rigging rules.

Lady Georgina died shortly before the introduction of gas lighting in England, so candles had to motivate most of the lighting for evening and nighttime scenes. Pados worked closely with production designer Michael Carlin to make the best use of the limited number of single-wick (rather than double- or triple-wick) candles permitted by the National Trust. The cinematographer also performed an impromptu experiment at one of the locations to get an impression of the reality he sought to emulate. “We were doing a scene in a ballroom with 400 candles, and I was curious to see what the room would really have looked like,” says Pados. “So I asked the crew to light all the candles and turn the lights off, and I was really surprised — it was pitch black!”

Pados knew filming in such low light levels would create a dirty look that would work against Dibb’s desire for the film’s early scenes, which were designed to show the happiness of Georgina’s youth and the grandeur of her first few years with the duke. He did not, however, want to use lights with flicker effects to bolster the candlelight. “When you’ve got 400 candles in a room, they’re all flickering differently and the overall effect is that you don’t see any flicker,” he notes. “I only used flicker on the few occasions where we could use a fireplace as a light source, and I usually used a 2K Zip light or an OctoDome with a flicker box.”

In order to achieve a soft ambience, the only real options for sources that would be unobtrusive and quick to adjust without touching either walls or ceilings were helium balloons, spring balls (a.k.a. Chinese lanterns) and Lowel Rifa-lites. “For the most part, we used a couple of 8K tungsten sausages, dimmed down to about 30 or 40 percent to mimic candlelight with a color temperature of around 2200°K,” states Colley. “We tethered them from C-stands or other equipment and made adjustments to the light with the guide lines.”

Helium balloons proved invaluable for a great many interior scenes, especially when it came to wide and traveling shots that made it impossible to hide fixtures on the ground. The balloons’ only downside was that they did not lend much in the way of contrast or depth. As Pados explains, “We had a big ballroom dance scene and Saul wanted to use a Steadicam to follow Keira as she walks from one room into the ballroom and then starts dancing, with the camera turning through 360 degrees; I think it was a four-minute shot. In that situation, my only chance of lighting anything was with the helium balloons, but they looked a bit flat because everything was coming from above. I had to get more light in there, so I was running next to the Steadicam operator with a couple of 15-inch Kinos in a housing we made [modified to run off a 12-volt camera battery in a backpack] and trying to get a bit more contrast — a bit more light on the costumes and faces.”

The cameras employed on the shoot were Panaflex Millennium XLs supplied by Panavision U.K. Relatively lightweight, they suited the location filming and the need to move quickly between setups. “The way we covered scenes kind of progressed,” notes Dibb. “To start with, we were very much using one camera, but as time went on and I got to know the second camera unit’s way of working, the second camera came more into play and remained so throughout. They were very independent, which worked because most of my time was spent focusing on what I really needed from the first camera.

“We were shooting a nine-week schedule on a film that should probably have had 12 weeks, so there just wouldn’t have been any way to do it with only one camera,” the director continues. “It was one of those things that starts as a practical consideration and winds up as something that has great creative benefits as well.”

Though the director wanted to imbue The Duchess with the naturalism that defined his previous projects, this did not extend to using camerawork associated with a documentary style. Dibb explains, “Both cameras tended to be on dollies and quite carefully composed, but with the second camera you’d get a slightly abstract profile, or details of hands — things the main camera wasn’t looking for. Sometimes you’d get quite surprising framing because [the operators] were limited in where they could shoot from, but they’d come up with something that felt very fresh. It might only be used for one shot in the scene, but it’s a shot that gives you an extra angle you would never have had.”

Pados operated the A camera, taking care of the key shots that would carry each scene, but he makes it clear that he could not have managed without the B-camera team. “We had a fantastic second-camera operator, Gerry Vasbenter,” he says. “Gerry came up with some great ideas and really saved us at times. We were often so rushed that we weren’t even aware of what he was doing, but he got some great footage. It did mean a bit of a compromise because we didn’t always know what kind of light conditions he was shooting, which was one reason why I had to achieve a sort of general lighting that gave us both freedom. Nevertheless, he got some shots that were vital for the story. Of course, it’s ultimately more important to get the right material for a scene than to make the lighting perfect.”

The film was always destined for a digital intermediate (DI), so Super 35mm initially seemed like the obvious format. However, tests conducted during prep convinced the filmmakers otherwise. “We shot tests of Super 35 and anamorphic side by side, and there was a tangible difference between the two,” recalls Dibb. “We fell in love with anamorphic, and it suited the ambitions of the piece; we wanted to make it look big and cinematic, to lift everything up that extra level.”

When anamorphic won out, Pados and his crew began seeking the right lenses. “I opted for the C-Series,” he says. “I wanted to find softer lenses to give the whole movie a more realistic look, and my first assistant, Rawdon Hayne, helped me find these older, softer lenses when he was testing at Panavision. We found a particularly good close-up lens, a 100mm, that was really soft and worked perfectly for big close-ups.

“I tested soft contrast filters at the beginning, but each filter seemed to have a different effect with each lens, especially with the glow around candle flames,” continues Pados. “I couldn’t really control it, so I decided not to use them. In any case, the lenses were very soft, so I didn’t really need the filters. I was shooting almost everything wide open at around T2.8. That can drive the crew crazy, but I really like the look of that shallow depth of field.”

The cinematographer used three Kodak Vision2 stocks throughout the shoot: 50D 5201 for exteriors, 250D 5205 for day interiors and darker exteriors, and 500T 5218 for evening and night scenes. “We had hi-def dailies on DVD,” notes Pados. “HD dailies can be difficult to judge, and in my experience, they are often a bit brighter than I would like. Every day, I asked for a couple of shots to be printed, and I watched them projected with an Arri LocPro.”

The DI was carried out at Deluxe Digital in London, where Pados worked with colorist Adam Inglis. “There’s a curve to the lighting through this film — it changes as the story develops,” Pados explains. “We start with a sort of golden age, when Georgina is young and innocent and has dreams about her future. Slowly she starts to realize that the world is different than she dreamed, so the lighting and the tones transition from brightness and color to a faded and colder tone at the end.”

By focusing on this overall structure, Pados succeeded in visualizing Dibb’s understanding of Georgina’s emotional journey. “I think a lot of cinematographers naturally get obsessed with the aesthetics, but Gyula’s first question is always, ‘What’s the scene about?’” says Dibb. “His focus is on how the camera and lighting will help tell the story. It’s not so much about the how as the why.”