The visual style of All the Pretty Horses, Billy Bob Thornton's adaptation of Cormac McCarthy's novel, is summed up by director of photography Barry Markowitz as "big mountains, small people." The terseness of his description matches the movie's imagery. "Billy Bob told me to see High Noon," recalls Markowitz, who has collaborated with Thornton on all three of his feature directing efforts. "He said the look, the feel, the lensing - just get into it. He liked the spareness, that Chinese painting kind of thing. Muted tones, keep the lighting simple, don't move the camera or call attention to it. His idea is not to interrupt, unless it calls for it. I'm for that; the story should be strong enough to hold its own. I don't have to dolly for nothing, and get the audience nauseous. And I don't mind sitting there."

This economy did not necessarily extend to the movie's storytelling, or at any rate, its running time. All the Pretty Horses was shot about two years ago, and first appeared on the Columbia Pictures release schedule in 1999. But rumors of trouble - specifically, a four-hour cut of the film submitted by Thornton - dogged the project. Finally, domestic distribution rights were handed over to the supposedly more artist-friendly Miramax, and the director kept whittling away until he came up with a commercially viable duration of under two hours. The movie hit theatres Christmas Day.

All the Pretty Horses certainly has a pedigree. McCarthy's novel, which was published in 1992, was a bestseller as well as winner of both the National Book Award and the National Book Critics Circle Award. Ted Tally, Oscar-winning screenwriter of The Silence of the Lambs, did the adaptation. The stars include Matt Damon, Henry Thomas, Lucas Black, Penelope Cruz, Ruben Blades, Bruce Dern, and Sam Shepard.

Damon plays John Grady Cole, a young Texan in the late 1940s left adrift after his ranch is sold. Cole and a friend (Thomas) become itinerant cowboys, and journey south of the border to work on a ranch owned by Blades' character. The wealthy landowner's daughter (Cruz) soon attracts the romantic attention of Cole, and various disasters follow for the character, including a stint in a Mexican prison.

There are three distinct movements, and locations, in the film - the opening, featuring open country traversed by the young cowboys; the central section, largely set in and around a Mexican hacienda; and the grim later sequences in the prison. "The story goes from wide to tight," says Markowitz, speaking of both the movie's visuals and its emotional tenor. Almost everything was shot in the vicinity of Santa Fe, NM, doubling for west Texas and Mexico's Chihuahua state. Production designer Clark Hunter, who also worked on Thornton's other films, designed and built the hacienda and prison sets from scratch on location.

One of Markowitz's first choices was to shoot anamorphic. "That's the way we had to go, because it's big and wide," he says. "We toyed around with Super 35, but I got comments from editors and other DPs saying to go anamorphic, because the opticals will hold up better. So I shot with a great amount of light, which is something I never do. But I had to do it for focus, because I didn't want reshoots. I shot with a high depth-of-field - 16 I'd be shooting, indoors at night I'd be shooting at 11. Sometimes it was really disgusting looking. It was so overlit, Matt Damon would come on the set in sunglasses. But I just kept the ratios the same. Whether you're way down at the end of the scale, or way up on top, if you have the same ratio, even though it looks ugly to the eye, it all comes out in the end."

On night exteriors, Markowitz (pictured above) says he generally used "as many Muscos as I could rent. It was a spray job at night, and you can't really cut anything when you're using stadium lights. Besides, we didn't have time to hang 30x30s up in the air, and we didn't have the space - in anamorphic we'd see it." As for motivation, "I didn't want to restrict the shots based on the lighting, so I didn't give a shit as long as I got an exposure."

Somber tones On the other hand, Thornton kept wanting to get rid of lights. "We did try to keep things somber, and we weren't overexposing stuff," says the DP. "We wanted low light. Billy trusts what you're doing, he doesn't interfere too much. The only time he would say something was, `Can you shut those lights off? Let's do one with no lights,' he would say. Or, `I don't want any moonlight.' I'd go, well, what's the lighting source? He'd say, `I don't know - did you ever go out in the woods at night, and there's no light, and you can still see?'" The director kept invoking Claude Rains in The Invisible Man as what he wanted to see. "Sometimes, I got lucky," says Markowitz: "There would be a campfire."

Outside at midday, the cinematographer warmed up the image with a double 85 filter. "As the day progressed, later in the afternoon, I would pull it out," he says. "I wouldn't use any light outdoors during the day. I hate seeing little pinholes of light in people's eyeballs." Kodak's 50ASA Vision stock was used on the day exteriors, with Vision 500ASA taking over for nights and interiors. "It cut together nice," says Markowitz. "I didn't want to screw around with too many stocks, because I didn't want any mistakes. I was dealing with a no-reshoot mentality."

Partly with that in mind, the director of photography shot his tests on Hunter's constructed sets rather than in an anonymous environment. "I'd light the set the way it would look for the film, and then light the actors in costume within the set," says Markowitz, though he admits, "I'd give them a little more exposure [than he eventually did in the film], so the studio wouldn't be freaking out. We could see their eyes, their clothes, how the colors matched, the hairdos, all that."

Although to the eye the interior sets often looked like a house ablaze, again Thornton kept pushing for low light, and an uncluttered image. Apart from the double 85 for midday exteriors, filters and diffusion were verboten on the All the Pretty Horses set: "Not even on the talent, not even on Penelope," says the cinematographer. "She doesn't need it anyway. And Matt ain't that kind of guy. For Billy, the rawer the better, the less makeup the better - no makeup is good, too. Especially for Matt and the men."

What Markowitz did do on the interiors was warm them up with incandescent light, and keep them in the color temperature range of 2400K. "That's below the standard, and that says to me 1940s, without using filters," he explains, adding that his tastes in this area are definitely in line with his director's. "I went with the lower color temperatures overall, because I'm not a fan of adulterating the image; I wanted a nice, clean negative. I didn't want it to say look at me, I'm a period piece. I'd use the usual gels - CTOs, CTBs, steel blue at night, or turquoise blue for a different feel. But I used muted colors on the lights as much as I could; I didn't want to make it like a rock video. I didn't really have to stretch to get a look, because the look was already there with the anamorphic. I just helped it out with the color temperature."

In the prison scenes, the DP kept it warm and incandescent, "but with a brown, dirty feel. Bare light bulbs, with a little moonlight sometimes on the outside giving a searchlight kind of feel. Lighting a jail cell at night with no light, making it look like it's just coming from ambience, is hard to do when you have to light through a high f-stop and the set looks like Christmas." Markowitz relied on gaffer John Wagner to reassure him. "I'd go to John and say, is this going to look dark? Nights are always challenging, because your eye is totally fooled. We were using small incandescent lights, basically, but they're juiced up so high that they fool you."

"The circus people" Wagner is one of the crew members that Markowitz has retained on all his shoots with Thornton, including the unreleased film Daddy and Them, shot before All the Pretty Horses, but contractually obligated to follow it into the theatres. "Billy keeps his own people together," says the DP. "He calls us the circus people, and he's the master of ceremonies." The director's loyalty inspires the same, and encourages co-workers to look on his eccentricities with affection. "He really respects you and your job, but he loves doing stuff that nobody else does," says Markowitz. "'We did that yesterday, let's do this today.' The guy's the greatest, what can I tell you?"

The cinematographer has Robert Duvall to thank for his introduction to Billy Bob Thornton. He met Duvall while handling assistant camera on the actor's 1983 directorial debut Angelo, My Love, and later shot The Apostle for him. "I became friends with Bobby, and he gave me the script for Sling Blade," Markowitz says. "I called Billy Bob and begged him to let me shoot it. Bobby said go practice on Billy's movie before you do The Apostle."

With most of his shooting credits set in the South or Southwest, and his association with an Arkansan-through-and-through like Thornton, it's a bit of a surprise to get Markowitz on the phone and hear a strong Brooklyn accent. "Yeah, I'm the total opposite of Billy," says the DP. "But he's the Jew from Benton, Arkansas; he just doesn't know it yet." The DP's other credits include Paper Hearts and James Toback's Two Girls and a Guy. Right now, he's spending time with his family in New York, and paying the bills with commercials. "If the script ain't there, I'm not going out and actively search for it," he says, but adds, "If Billy Bob calls, I'm gone."