DP Stuart Dryburgh NZCS ASC discusses his experience of shooting Amazon's sci-fi sensation 'Fallout' on KODAK 35mm film with the latest LED volume technology

Captured on KODAK 35mm film in 4-perf widescreen Anamorphic, involving straight-live action, some 3,300 VFX shots and the latest LED volume technology, Amazon Prime's sci-fi series Fallout proved a sensational hit – being watched by more than 65 million viewers and reaching the #1 spot on the streamer in over 170 countries worldwide in the first few days after its release.

Based on the hugely popular role-playing video game of the same name, Fallout won acclaim among critics and game fans for its writing, production values and faithfulness to the source material, with some considering it one of the best-ever video game adaptations. Such success meant a second series was commissioned soon after its debut, with season two ready to start shooting in the Fall of 2024.

The eight-part show is set during the aftermath of a devastating thermonuclear war, where the survivors of a retro-futuristic society find themselves involved in resource wars. Two hundred years after the cataclysmic event, a young woman named Lucy escapes from the refuge of fallout bunkers, known as Vaults, and ventures into the dangerous, unforgiving Wasteland of a devastated Los Angeles to look for her father, who has been kidnapped by a gang of wasteland raiders. Along the way, she encounters Maximus, a young Squire in the Brotherhood of Steel, and The Ghoul, a legendary bounty hunter, each with mysterious pasts and agendas to settle.

The series stars Ella Purnell, Aaron Moten, Kyle MacLachlan, Moisés Arias, Xelia Mendes-Jones and Walton Goggins. It was executive produced by Jonathan Nolan and Lisa Joy – co-creators of HBO's 35mm film-originated sci-fi series Westworld. They were joined by Todd Howard from Fallout video game developer Bethesda Game Studios, which gave Nolan the freedom to make the TV series so long as it remained true to the Fallout universe.

"I adored the script, watched play-throughs of the video game, and could readily see this was an insanely imaginative story," says DP Stuart Dryburgh NZCS ASC, who collaborated with Nolan as director on the first three-and-a-half episodes, and established the modus operandi for the show that would be subsequently carried on across the series by DPs Teodoro Maniaci, Alejandro Martínez and Dan Stoloff.

"I had not worked with Jonathan before and learned early on that he was not interested in creating a stylized aesthetic for the show through the cinematography per se. The looks from the retro-futuristic, Art Deco-style wardrobe, props and sets, plus the nature of the different physical locations we recce'd, would make their own contributions towards that.

"Photographically, he preferred to keep things straight, simple and cinematic, shooting widescreen 2.40:1 Anamorphic in 4-perf on 35mm film, and I was hugely supportive of those epic creative decisions."

Drybrugh is no stranger to shooting on film. His many analog film credits include The Piano (1993), Bridget Jones Diary (2001), Æon Flux (2005), The Secret Life of Walter Mitty (2013), along with Gifted (2017) and The Only Living Boy In New York (2017).

"I love shooting on film," the DP remarks. "The aesthetic appeal of the filmed image still blows my mind. I could not wait to get started, although I was aware that this would be a VFX-intensive production and would include the use of LED volumes to shoot various scenes too.

"Now, you could make all sorts of arguments about digital post-production and VFX that might make you lean into a digital capture from the beginning. But none of that was a problem, as Jay Worth, our VFX supervisor works with Jonathan all the time and, from their experience on Westworld, was very comfortable with film-captured images.

"As for the LED-volume, I had only used that technology with digital capture, but Jonathan had experimented with it on later episodes of Westworld using film and was already convinced the results would look good on 35mm."

Other than absorbing play-throughs of the original videogame, Dryburgh says there were no particular stand-out visual references in terms of the aesthetic look of the show. However, he does admit to viewing all three seasons of Westworld, "with the idea of getting inside Jonathan's head a bit more and understanding his aesthetic preferences."

"Essentially, we started with a clean slate. Rather than look at references, we took time to understand and respect the original video game source – the costumes and weapons, the architectures of different environments, et cetera. Bethesda Game Studios provided CAD drawings from the game which production designer Howard Cummings and costume designer Amy Westcott then incorporated into our concept art, along with photography that myself and others did as we started discovering the locations during our recces."

Drybugh's stint on Fallout encompassed several months of testing and prep, before he filmed his episodes over the course of 50 shooting days, with Nolan at the helm, between July and September 2022. Principal photography on the series wrapped in March 2023.

Physical sets of the Vault tunnels, plus the exit portal to the Wasteland through which Lucy passes, were built at Steiner Studios, Brooklyn. Production also took place on a large LED volume stage at Gold Coast Studios in Bethpage, Long Island, where the prairie-like farmscapes for the Vault scenes and flying sequences of the Brotherhood of Steel's Vertibird troop transport/gunships were filmed. LED volume background plates of the Vertibird sequences were shot digitally around Wendover Air Force base in Utah.

East coast locations included Brooklyn Army Terminal, Widow Jane Mine in New York and a government surplus junkyard in South Jersey, and then in Utah, the salt flats and dilapidated buildings adjacent to Wendover Air Force. Wasteland scenes were additionally filmed in Kolmanskop, a former mining operation-turned-ghost town in Namibia, as well as on the infamous Skeleton Coast, a desolate area dotted with both historic and recent shipwrecks.

Dryburgh selected ARRICAM ST and LT 35mm cameras for the mainstay of the shoot, harnessing ARRIFLEX 435s for high-speed work and the small, lightweight ARRIFLEX 235 for drone photography. Plates for the LED walls were captured using ARRI Alexa LF camera arrays. The DP's lenses of choice were Hawk Class-X 2x front Anamorphics. TCS in New York provided the camera and lens package for the East coast and Namibian legs of the shoot, with Keslow supporting the production in Utah.

"I am a fan of Hawk Anamorphics," Dyrburgh enthuses. "They have a lovely depth-of-field, fall-off and bokeh that allow you to place or isolate a character in a particular plane. They have nice flares too, which I embraced to the full when we see Lucy emerge through the vault door into the sandy-orange Wasteland for the first time, which we shot when the sun was low in the sky in Namibia."

Dryburgh's crew, who largely remained on the production after he had concluded his stint, included Chris Haarhoff and Robert 'Soup' Campbell on A-camera/Steadicam, with Chris Reynolds, Vince J Vennitti and Sandy Hays Pyare Fortunato wielding additional cameras as required. Charlie Marroquin was the key grip, Christopher F. Graneto the key rigging grip, with Bill Almeida ICLS working as gaffer.

"We filmed pretty much with three cameras all the time, sometimes four, so we could capture most of the wide, close and coverage shots needed for a scene in as few takes as possible, but sometimes we would do two or three different set-ups if the scene was complicated," says Dryburgh.

"Along with working off the dolly and using Steadicam, we incorporated a variety of telescoping cranes into the visual vocabulary but limited the use of handheld to particular kinds of action, such as the fight scenes. The continuity of personnel meant that the DPs who took the reins after I had left were able to work in the style that had been set, and they did a brilliant job of matching the look that we created in the first three episodes."

Dryburgh shot Fallout using a trio of KODAK VISION3 Color Negative filmstocks: 500T 5219 for the Vault interiors, plus all other night or low-light scenes, and for scenes in the LED volume; 50D 5203 for the majority of the daytime/daylight work; and 250D 5207 to help extend the shooting day during the evenings and twilight. Film processing and 4K film scans were completed at FotoKem in Los Angeles, as was the final color grade by senior colorist Kostas Theodosiou.

"I've been lucky enough to track the development of KODAK stocks throughout my career," Dryburgh remarks. "The daylight stocks have always been impressive in their color rendition, saturation and contrast, and their refinement through different generations has been such that the 50D and 250D match really well together, and also with the 500T.

"The 500T is such a great workhorse," he remarks. "I was able to shoot most of the dark/night scenes using the 500T 5219 without problem. Sometimes though, even when we supplemented the practical lights in a set-up with Titan LED tubes and concealed ARRI SkyPanels, the environment was still a little bit under-exposed. On these occasions, I harnessed a trick I have been using for many years of rating the 500T at 800ASA, and then push-processing by one stop at the lab. It's a very satisfactory way of getting a little bit of extra speed on the set."

Despite Fallout being laden with digital VFX, Dryburgh was in no doubt as to the value of film in their seamless integration. "When you are incorporating digital VFX into film-originated material, there's something about the texture of analog film that smooths things out visually that is still hard to beat."

However, shooting on film in an LED volume – constructed from hundreds of LED panels in a U-shape around three sides of the studio about 20 feet in height – was a brand-new experience for the DP. To obtain the correct balance between the level and quality of light being emitted from the LED walls and the physical stage lighting, and to ensure a pleasing result on 35mm film, Dryburgh harnessed a digital cinema camera to provide accurate exposure and qualitative references.

As he explains, "Obviously, the challenge when shooting an LED wall on film is that you can't see the end result instantly on-set. Yet it's essential that you have the ability to assess the light quality, color temperature and nit values from the LED panels and to balance that with your conventional on-set lighting of foreground elements. What we found early on during tests was that we weren't satisfied with that balance.

"So during our test phase, my faithful DIT, Kazim Karaismailoglu, became the liaison between me, the LED wall operations team and my physical lighting crew. He brought a Sony Venice camera to the set, and shooting against the pre-approved background plates using the Hawk Anamophics plus film emulation LUTs, we were quickly able to establish the luminance levels and color balance between our different light sources – paying attention to skin tones on the actors and shooting props like the Vertibird – in order to get the actual exposure for the film camera and ultimately create the perfect illusion.

"Bill Almeida and the lighting team, installed what we called the 'Ring of Fire' – an array of ARRI S360 and S60 SkyPanels interspersed with Tungsten 20Ks – along the top of the LED wall to give us ambient or appropriate directional light on the stage. We also had additional S60 spacelights in the lighting grid above, beneath which was a huge silk, which our desk-op could control to create our skies. In addition, all the LED panels were capable of receiving and emulating the color information from the Unreal Engine plates.

"All of that meant that when we came to shoot for real, on 35mm film, we all had a very good idea about how to light and expose for our chosen filmstock and what the results would be like when the rushes came back from the lab.

"And, I have to say the results looked absolutely fabulous. The randomized grain structure of film, as opposed to the the Bayer-pattern of digital cameras, gives a kindness to the image, softens out the result and helps to make things look more believable."

As a further consideration when shooting against an LED backdrop, Dryburgh notes, "You have to be careful about the focal length and the position of actors and props so as to avoid moiré patterning. Again, the random nature of film grain solves most of the moiré potential, plus it has a softer edge that helps to blend the light from the LED pixels, so generally that was never a problem."

Dryburgh concludes, "I had a lot of fun on this production – great crazy script, great locations, great cast and great team. I really enjoyed the working relationship with Jonathan, and my collaborations with the design, costume, make-up and VFX departments, plus the LED volume team. Film is a perfectly valid capture medium, and the fact that we shot on 35mm in Anamorphic was the icing on the cake for me, it's such a rewarding exercise."