The opening shot in A Simple Plan is of black crows against a white-on-white winter landscape, an image that sets the tone for the entire film. It's evocative, all right, and creepy in the way it links up visual symbols of greed and desolation. But it's also at a far remove from the customary style of director Sam Raimi, whose specialty in Darkman and in three Evil Dead movies ran more to chopped body parts captured by a speeding camera and cartoonishly camp sensibility. Even The Quick and the Dead, a 1995 Western that brought Raimi further into the studio mainstream than previously, features attention-getting camerawork and a flamboyant grasp of narrative.

But A Simple Plan, which Paramount Pictures released last month, is different. Based on the acclaimed 1992 novel by Scott B. Smith, the movie tells the story of Everyman Minnesotan Hank Mitchell (Bill Paxton), who with his backward brother (Billy Bob Thornton) and a friend (Brent Briscoe) find a downed plane buried in a snowbank. Inside--a dead pilot and more than $4 million in cash. Do they turn it in? Divide and keep it? What do you think? Suffice it to say that greed--and Hank's pragmatically plotting wife Sarah (Bridget Fonda)--carries the day. The mood throughout this wintry tale is bleak, somber, tinged with irony yet deadly serious.

"Having read the screenplay, I was surprised Sam Raimi was directing, because it was a very dark and subdued tale," confesses director of photography Alar Kivilo, a Cable ACE Award winner and Emmy nominee for the HBO film Gotti. "It wasn't Sam's usual over-the-top fare; it was very much an actors' piece. So it was a big departure for him, and more familiar territory for me. The images I saw immediately were very stark and simple. Sam was quite excited about going this new route--he made a conscious choice to put the camera in the back seat, and concentrate on performance."

The style was arrived at organically. "As usual with films, you start with the outside, with the physical realities," says Kivilo. "The setting was Minnesota in the wintertime, so already that calls for a landscape of white skies and snow and bare trees. But that also seemed appropriate for the psychological underpinnings of the story--the fight between right and wrong, the moral dilemma. It was the right kind of texture for that. I work very instinctually, and I'm influenced by external things, but ultimately they're all there to support the story, and you grab at things that make sense for the telling."

But the cinematographer, shooting his second feature, was at a disadvantage on A Simple Plan due to time constraints. The production came together so quickly that Kivilo's initial meeting with Raimi occurred only three weeks before shooting started. Locations in Delano, MN, just outside Minneapolis, had already been chosen when the DP arrived. "For me, preproduction is the most important part of a film," he says. "Three weeks is not enough time to get into the director's head, to go through the script scene by scene and develop a visual subtext for what he's trying to say. There was also no time for hair, makeup, and wardrobe tests, which can be very useful in getting to know the actors and getting a sense of the best lighting for their characters." No anamorphic lenses were available on such short notice, forcing the DP to abandon his initial idea of shooting the film widescreen. Other issues were more pressing.

"Because we only had three weeks of prep it became all about seeing the locations. Also, since it was shot out of town, a lot of time was spent putting a crew together." Kivilo brought chief lighting technician Elan Yaari, key grip Joseph Dianda, and camera operator Monty Rowan along with him from Los Angeles, but the rest of the crew was hired locally.

An unforeseen problem facing the company also ate up preproduction time. "When I got to Minneapolis in mid-December, there wasn't a speck of snow," says the DP. Indeed, the Twin Cities were embarking on one of their balmiest winters on record. Since the script for A Simple Plan requires snow, and plenty of it, further scouting was needed. Eventually, a suitably frosty location was found in the Lake Superior town of Ashland, WI, where shooting commenced in January 1998.

The temperatures were brutal, yet helped give the filmmakers the ambiance they wanted. "I was hoping we'd be blessed with overcast skies, which would reduce the contrast and give us that gray, somber, stark look," says Kivilo. "Except for a couple of days, we did get that. And I made the decision right from the start not to do any lighting outside. Basically, I used large solids to create negative fill, and then I'd use small silver cards to get a bit of light into the eyes. I just thought the look should be as naturalistic as possible. Also, logistically, when you're up to your waist in snow, you don't want to be mucking around with tons of lights." Only for one important sequence late in the film involving Thornton's character did the DP bring in some lights for close-ups.

While most of the movie's exteriors, including the road and woods near where the characters find the plane, were shot in Wisconsin, the crash site was actually found in Minnesota. "We were lucky to find a location in a valley that was constantly in shadow, where there was a fair accumulation of snow," says Kivilo. The interior of the plane, a dark, cramped space Paxton's character crawls into only to encounter a rotting corpse with eyes being pecked at by crows, was shot on a stage at Energy Park Studios in St. Paul.

"It was an actual plane, with one side cut open," the DP explains. "It sat about 5' in the air because it had to gimbal up and down, and we built shooting platforms all around it just to get access. The set piece consisted of a painted backdrop and a three-dimensional snowscape with real trees in it. We would never clearly see it, but it was there in case we caught a glimpse when the door opened. I lit the outside of the plane to 5.6, the same f-stop we had when we were doing the exteriors. There were white griffolyns at the top of the stage, and we took every HMI lamp we had and just bounced them into the ceiling, so we had this strong, soft toplight."

Inside the plane, "I introduced the merest amount of light--a single-tube Kino Flo for an edge light, and a four-bank Kino Flo coming through one of the frozen-over windows. I flagged the light off the windows that we'd see in the shots, because I didn't want them to burn too much, I wanted to get that sense of ice texture. Also, when windows burn too much, it starts looking like a set. The trick was to get some sidelight onto Bill Paxton without blowing the windows out, so I'd have to flag some of the lights and keep some of them hitting him. The one disappointment was that we weren't able to shoot in a cold soundstage and get the breath."

The major soundstage area was given over to the interior of Paxton and Fonda's house. "Patrizia von Brandenstein designed the set so that there was a lot of white in the house, kind of extending the snow from outside, so that there's no escaping it," says Kivilo. "My attack was to make the home a bit warmer to contrast with the exterior coldness, but also with a sense of darkness coming in as they succumb to their temptation to keep the money, and get deeper and deeper into it." In general, the cinematographer lit the interiors naturalistically. The sets were prerigged with soft toplight, and outside the windows were Maxi Brutes filtered through muslin. Key light was provided by either Kino Flos through bleached muslin, or PAR lamps double-bounced through bead board and bleached muslin. All studio lights were on dimmers.

But Kivilo veered away from naturalism for several nighttime scenes in the house, when paranoia starts getting the best of the characters. "Rather than logical sources, I opted to use a system where I'd shoot a PAR lamp into a beveled mirror," he says. "You set the mirror up on a C-stand in the corner of the room, surrounded with black velour to prevent the light from spilling around, and then shine a PAR with a medium lens into it. You aim it into the part of the set you want, and it gives this nice, spectral, broken pattern. On the one hand, it's unmotivated and thus unrealistic, and yet the texture is realistic and organic: It's very random and haphazard, different than, say, if you shine a light through Venetian blinds."

Kivilo used the technique in one scene that begins with Paxton and Fonda bathing their baby in the kitchen. "It's kind of a fuzzy, warm family scene but suddenly there's a knock at the door, and they immediately get scared. He goes to answer the door, and she walks out of the kitchen into this mirrored light. It was great, because I didn't have to use grip stands or anything to break it apart; I just played with the mirror until I could get a little splash of light across her eyes, and let the rest go dark. It's a simple tool."

Another crucial interior, the house where Briscoe's character lives (where a violent nighttime sequence takes place) was shot on location in Delano. "It was an abandoned house the art department converted into a beautiful set," says Kivilo. "We spent a week there because we shot all the night and day exteriors of the house, along with the interiors." For the sequence in question, "we shot split days, shooting the parts of the scene where we actually see toward the open door at night, and the rest during the day, tinting the windows." As the scene unfolds, shotguns start going off, and "we played off the blasts, using old photographic bulbs, gelled with 11/2 CTO."

For most of the film, Kivilo shot with Eastman Kodak 5246, the 250ASA Vision stock. This worked even for day interiors. "You don't have to gel the windows if there's a fair amount of daylight coming in already; you can take full advantage of it." For night and studio scenes, tungsten-balanced 5279 was used. Nighttime exteriors presented the usual problems and then some.

"We ran out of nights in Wisconsin," the DP explains. "For the scene where they're counting the money on the side of the road, the art department had to recreate the setting in Minnesota with birch trees. Also, it was a very hard situation to be in, because we're in a white field of snow and there's no light source. It was a challenge not to make the snow too white and artificial looking. The first night I used one of those big HMI balloons, which was perfect because it gave an even, moonlight type of quality; we flew it high, so it didn't become too strong and contrasty on the snow. The only snag was, it was very windy, and at one point the balloon blew into some power lines. So the next night we went with a more traditional setup, backlighting with a 20k."

A Simple Plan wrapped on schedule after 55 shooting days, a quick, efficient production period for a film that faced so many potential problems. Kivilo had to forfeit much of his valued preproduction period, his ability to shoot anamorphic, and even the bit of actors' breath he wanted to see. None of this has kept the film from being talked about as a possible year-end award competitor. In the end, the cinematographer says, "I prefer to use as few gimmicks and devices as possible," and in A Simple Plan, he found a project that didn't need them.