Most people know Anne Boleyn as Henry VIII's unlucky wife who was executed when she proved unable to provide her husband a male heir, but sister Mary Boleyn also pursued the king and possibly loved him in a way Anne never did. The saga of Anne (Natalie Portman), Mary (Scarlett Johansson) and Henry (Eric Bana) plays out in The Other Boleyn Girl, directed by Justin Chadwick and shot using Panavision's Genesis technology by Kieran McGuigan.

Chadwick and McGuigan had developed a visual language for HD period pieces previously while collaborating on the 2005 BBC miniseries adaptation of Charles Dickens' Bleak House, which McGuigan shot using Sony HDW-750s. It was obvious to McGuigan when he tested the Genesis, with its 14-bit analog-to-digital converter and 4:4:4 signal (laid down to HDCAM SR tape), that it offered more latitude and significantly more detail in the intricate period costumes and jewelry than the years-old technology of the 750 could approach, but otherwise much of the approach to production was similar.

"On Bleak House, we would light people at the front and let backgrounds fall away—not quite to black, still holding some detail, but enough to give us moody tones in rooms," McGuigan explains. "On The Other Boleyn Girl, we duplicated that approach. The phrase we talked about was 'classical modernism.' Painterly touch but no flickering light for fires or period. Go bold with strong key light. And that's it. Let the background fall away. We used the exact same type of lighting for this film."

The cinematographer says that in all his HD work he's enjoyed the immediacy of being able to see a good approximation of the final image on set; it lets him experiment with his lighting with greater confidence than he'd have shooting film, and it creates an immediacy in collaboration with the director by providing an image to discuss. He made extensive use of gels to color the lighting and achieve unusual effects, and the 21-inch Sony HD monitor provided a reference that in the photochemical world would have required extensive testing.

"When I've got the monitor, I can see what sort of strange yellow/green look I'll get by mixing, say, [Rosco] 60 Yellow and 10 Cyan," he elaborates. "I used that combination a lot in the king's chambers, where there was a forest painted on the wall. This cyan/yellow mixture on the trees and walls added a nice sculptural aspect to the scenes. On film, you wouldn't take the risks you do in HD."

McGuigan's lighting had to accommodate the director's desire to keep instruments off the set itself, allowing greater freedom for actors and cameras to move, and his preference for covering everything with two cameras coming from different axes and at different focal lengths. "We had two cameras at all times," he says, "usually 90 degrees apart. It can be a limitation with lighting. You have to be very careful about backlight. And it's a nightmare for the sound recordist because thinks he's on a mid-shot and sees B-camera suddenly going in for a tight close-up! But it is great when it comes to editing for us to have two lenses on that magic moment when everything's perfect."

Though the cinematographer used Sony's paint controls with his 750 configuration on Bleak House, he used the Genesis' Panalog pseudo-log format to capture as much information as possible—Panavision markets the Panalog work method as analogous to using film negative—and building the contrast and saturation back into the image in post, in the Moving Picture Company's da Vinci 2K suite. Since the raw Panalog image, like Viper's FilmStream mode, appears flat and soft on an HD monitor, it was important to have LUTs [lookup tables] to show McGuigan, Chadwick, department heads and everyone else who needed to see the image something that was significantly closer to what the post-processed look would look like. This process involved two LUTs: one to translate the Panalog signal to HD standard Rec. 709 and a secondary one to approximate the look post-film-out to Kodak Vision print stock. McGuigan quickly decided the latter was not terribly informative, especially since he intended to do a lot of work on the colors in the da Vinci, so he did not use it. The director was also able to see an SD image on a small monitor nearby, the result of an Evertz box downconverter (from the Rec. 709), which was provided with the Genesis package.

McGuigan worked closely with DIT [Digital Imaging Technician] Rory Moles, who had been a 1st AC for the cinematographer previously. "He's brilliant," McGuigan effuses. "He has a wonderful mind, and he's a guy you can trust. He knows I like to get it and move on quickly."

Moles also dealt with configuring the cameras, starting with the issue of the dockable deck. "We found the cameras were fairly noisy, which was a problem in a lot of the small, old rooms we shot in," Moles says. "If we put the deck on the back instead of the top, it helped, but then that wasn't good for Steadicam." The deck sometimes had to positioned off the camera entirely, which required using Dual Link cable to connect cameras to decks at a location off set.

The lighting overall was inspired in great part by the paintings of Caravaggio—with pronounced light sources and deep shadows—and very early photography from the Victorian period. "You look at these early photographs and you have the subjects lit by big, soft light from a homemade lighting system that usually consisted of just a window," says McGuigan. "I did that, too, with big, soft light coming in through windows. Everything would come from outside the set except in some close-ups that I'd enhance using a 1K with a Chimera and egg crate in front."

He adds that as the characters approach their downfall, "We used more darkness. And, because the light was warmer at the front, we tried to be more neutral or cool at the end, often using the tungsten setting in the camera for scenes in daylight. I'd let it go blue, and then we'd dial some of the blue out in post and try to keep skin tones neutral."

Despite its superior latitude over older HD systems, the Genesis, Panalog mode notwithstanding, is still rougher on overexposure than film negative, tending to clip after a certain threshold. McGuigan and Chadwick decided to build that characteristic into the look rather than try to hide it. "When we tested some day exteriors," McGuigan recalls, "Justin really enjoyed the 'burn out' quality to the highlights—the brittleness. We used the characteristics of HD to let things burn out. We talked about burning light as imagery. When we did the DI and filmed it out, it gave a textural quality to the film on screen, like a strange beaten-up 1960s color movie you'd watch at an art house cinema. We had really lovely blacks and then this nice backlight burning a person's head."

McGuigan loves to use gels in something of a counterintuitive fashion. During the color grading of Bleak House, the production had dropped a scene, so a scene he'd lit as night had to be daylight instead. I'd lit it nice and golden for a Victorian night feel and we dialed it into cool morning by working with opposite colors and desaturation, and it became a lovely thing! I thought, 'This is interesting, what this does.' It was like when you shoot on a Bolex and you have flash frames, and it can give you these nice colors and this kind of fogging look. On The Other Boleyn Girl, I don't think there is a single shot where I didn't [color] the light, but often we would then [counter] the effect in the DI.

"We experimented quite a bit with Rosco gels," he continues. "I like that they come in different strengths with different densities, so I could mix a weaker yellow with a stronger green or a weaker red with a stronger cyan and get really nice in-between colors. We would try to 'dirty' things up a bit by mismatching the color of the lights and the clothing. Then we would dial the color of the light out in the DI and found that we would end up squeezing the blacks and desaturating and it would give us nice, rich imagery—not rich and colorful but rich in texture and tone. We did a lot of work in a ballroom with a very light red and half-CTS gels combined and then we'd take the effect out again, giving it a very special look."

The digital grading was performed at London facility Moving Picture Company in a da Vinci 2K suite by Colorist Jean-Clement Soret. "Jean-Clement is a fantastic colorist, and he completely understands the language of film and HD," McGuigan proclaims. "I quite like it when you see a hint of blue or red in the shadows. With film, you can pre-fog the negative with colored light to achieve that effect, and Jean-Clement was wonderful at translating that precise look into the digital world.

Some scenes we shot were very contrasty," he adds, "and Jean-Clement started playing with lifting the blacks and flattening the whites, and I was going, 'That's interesting.' Justin came in and said, 'Look at that!' It added something very strange to the look that was never in my mind. We did a number of things in the DI that were unusual, but I think they helped give the film the sense we wanted of being somewhere between realism and expressionism."

In grading one scene of the Boleyn family sitting around a table, McGuigan explains, "We put some yellow into the blacks and a little bit of green into the highlights. Some people might think, "Oh, that's nasty!" but we think it's quite poetic."