Chances are, if you've got a film titled X-Men, there's going to be an X-Light. And you can bet it will be a big one--288,000W worth of big light, in fact. Director of photography Newton Thomas Sigel refers to it as "12 dinos that could wash over an area the size of a city block, on one yoke, pulled up by a crane 100' [30m] in the air." In story terms, the purpose of the X-Light is to underhandedly transform mere mortals into mutants; the location being wintertime Toronto, however, the rig's efficiency as a heat source was more compelling to the movie's extras. "They kept going, 'Turn it on, turn it on,' " Sigel recalls. "Though they didn't like looking at it."

Those familiar with the Marvel Comics series X-Men is based on will understand the significance of the X-Light's power. The rest of us will have to wait until July 14, when Twentieth Century Fox releases the film, to find out. As it happens, Sigel and director Bryan Singer were among the X-Men non-initiates before they got involved in the project. But in a way, that should be to the movie's benefit. "Bryan came to this project not from a comic book point of view, but from a dramatic storytelling point of view," says Sigel. "But X-Men attracted him because, of the comic book franchises, it's the one with a philosophical underpinning to it. That naturally demanded a more naturalistic approach in terms of the look; we stayed away from the fanciful, cartoony kind of approach that some other comic book movies have had."

Indeed, the story, set in either the very near future or a vaguely alternate present, has dark elements that are rooted in realistic horrors. The character of Magneto (Ian McKellen), for example, fulfills a villainous function, but his complex behavior is motivated by a history of the Holocaust. Like the film's chief heroic figure, Charles Xavier (Patrick Stewart), familiarly known as Professor X, Magneto is one of a race of mutant humans who have advanced to "the next link in the chain of evolution." Each mutant possesses a unique power: Professor X is extraordinarily telepathic, for instance, while Magneto, true to his moniker, has phenomenal magnetic abilities. These gifts strike fear and loathing into the hearts of ordinary people, whom X and his followers--Cyclops (James Marsden), Jean (Famke Janssen), Storm (Halle Berry), and new students Wolverine (Hugh Jackman) and Rogue (Anna Paquin)--nonetheless choose to protect with their powers. Magneto's philosophy, on the other hand, favors a forceful bending of humanity's will. It is he who develops the X-Light.

This brand of storytelling posed a new experience for Sigel and Singer, who earlier collaborated on The Usual Suspects and Apt Pupil, more modestly budgeted and scaled films. The cinematographer, who started as a painter and experimental filmmaker and evolved into a DP on documentaries like Haskell Wexler's Latino, has definitely come a long way into the world of blockbuster summer movies. "I started getting documentaries because people saw my experimental films," he says, "and I got into feature films because people saw the documentaries." He met Singer after compiling a number of television (Natica Jackson, Roe vs. Wade, Challenger) and independent film (Rude Awakening, Into the West, Crossing the Bridge) credits under his belt. "I knew nothing about Bryan, but the very first time I met him, his enthusiasm in the way he spoke about the film caused me to think, 'there's talent there.' " Indeed there was--The Usual Suspects went on to receive two Academy Awards, for writer Christopher McQuarrie and supporting actor Kevin Spacey, and to cement Singer's reputation.

Sigel's dynamic wide-screen compositions on Suspects and Apt Pupil also attracted attention, and his name began appearing on studio films like Fallen, Brokedown Palace, and most impressively, David O. Russell's Three Kings. That satiric action drama set in the aftermath of the Gulf War inspired a burst of visual experimentation in the DP. "The minute I read the script, I said, 'I want to do this movie,' and that happens maybe once every five years," Sigel says. "I had a pretty good idea of what I wanted to do, and then I went in and listened to David, and we started a very long process of testing stuff. It was a constant process of responding to the material and fine-tuning."

Playing with film stocks and lab processes, Sigel and Russell devised a progression of unorthodox looks to match the tonal shifts in Three Kings. "There's a basic structure," the cinematographer says. "The first act is Kodak Vision daylight stock that is skip-bleached. The second act is cross-processed Ektachrome Professional, a film stock that's really for stills, which Kodak has finally given in and started manufacturing for motion pictures. The third act is 5246 daylight stock, again skip-bleached, and the wrap-up is normal Kodak film processed normally."

X-Men may not exist so clearly on the visual edge, but that doesn't mean it's conventional. "The basic film stock I used was 5279, the 500ASA Vision stock," says Sigel. "But I underdeveloped all of it by one stop. This was to bring out shadow detail, to desaturate the color a little bit, and to tighten the grain and contrast structure." The DP toyed further in three sequences, starting with the opening, which unfolds at Auschwitz. "I was going for a very stark, almost black-and-white look, so I shot that with 5245 stock and skip-bleached the negative." Sigel revisited the cross-processed Ektachrome technique he had used on Three Kings for flashbacks involving "fighting machine" and miracle healer Wolverine. And an early sequence set in the snow was shot with Kodak's 5277, a low-contrast tungsten stock flashed in camera for "a very flat, cold look."

The format is anamorphic, rather than the Super 35 used on Usual Suspects and Apt Pupil. "There were a couple of reasons for that," says Sigel. "One purely logistical thing was that it made it easier for the VistaVision effects, having a bigger piece of negative to work with. Secondly, on the two films with Bryan where we were shooting Super 35, we utilized the dolly and zoom a lot. I wanted to see if we could get into a more formalistic and classical approach with prime lenses. The whole film was shot with just a handful of lenses, and there isn't a zoom in the entire show."

The DP didn't find that the anamorphic lenses required as much light as many people warned. "In terms of execution, Super 35 or anamorphic, it doesn't make a huge difference," he says. "I'm not a Conrad Hall, who shoots at 1.3 or 1.9; for people who like those kinds of wide-open stops and super-speed lenses, you can't really do it in anamorphic. But for those of us who like to shoot things at extremely high f-stops, it's not a problem. I shot almost this entire film at about T4, with the exception of some of the exteriors." For Sigel, "the biggest difference in anamorphic is the lens choices you have, and the second one is that having a bigger negative gives you a different feeling. It can be very subtle, and it's becoming subtler every day because of the advances in film technologies. But there's a different look, a different relationship of foreground to background, just because you're using different focal lengths; you're doing the same thing in anamorphic with a 50mm lens that you were doing with a 25mm lens in 35."

Sigel's overall approach informed the lighting style, which he defines as classical and elegant. "We used a lot of large, soft sources," he says. "We went subtle on the backlighting, with very broad strokes in terms of general lighting--big, soft washes of light, and a lot of negative fill so that the light still has a strong direction."

The film utilized a blend of locations, sets built on location, and studio sets. Apart from a few plate shots, X-Men was shot entirely in Toronto and elsewhere in Ontario province, which is something of a sore spot for Sigel. "It was not a good location for the film, but it was a good location economically, and the decision to shoot there was made way up front," he says. "We had to figure out how to make it work." One problem was that crucial parts of X-Men take place in New York City, which is treated naturalistically despite the somewhat fantastic context. "Toronto is such an overshot and neutral kind of location, and all the films shot there tend to look the same--they never have the feel of New York streets," says the DP. Fortunately, locations like the upstate New York mansion of Professor X, where he schools his mutant associates, and Magneto's island lair, where he "hides out and does what villains do"--including training his own acolytes, Sabretooth (Tyler Mane), Mystique (Rebecca Romijn-Stamos), and Toad (Ray Park)--were easily subbed in Canada.

X-Men did benefit from a long prep period, during which Sigel worked with his chief lighting technician, Tony "Nako" Nakonechnyj, on diagramming and planning rigs for the movie's expanses of space. "These were big sets, on average probably 5,000 sq. ft. [450 sq. m]," the cinematographer says. "We didn't have any little bathrooms or anything. So you're talking about a lot of lighting instruments." In addition to location sets, stages in Toronto held such environments as Professor X's underground laboratory and Magneto's office. The lab is a glowing cylinder of a set, perfectly representative of the austere high-tech look Singer wanted to create for the film. "It's the third time I've worked with the production designer, John Myhre," says Sigel. "He doesn't just design these sets and then go, 'By the way, how are you going to light it?' So I was able to work with him ahead of time to incorporate the lighting into the set. The underground part of the X mansion is lit almost entirely with built-in lamps; it was so easy to shoot it's kind of embarrassing."

What Myhre came up with were fluid walls, floor, and ceiling constructed of panels, with milky Plexiglas-covered coves at the corner joins, and two additional coves along the walls. Sigel and Nakonechnyj installed bat strips in the coves, and these sockets contained about 3,500 250W photo floods, or ECAs, all on Strand CD80 dimmers. The fixtures produced a "soft, ambient, omnidirectional light," says the gaffer, who adds that the dimming system was key. "When we shot, anything that was behind camera I turned off, so the lights only came from either side of the set and the background." Nakonechnyj continues, "In the whole set, as far as quote-unquote movie lights, I had maybe a dozen overhead PAR cans for hot spots and a dozen 6k spacelights through the milk Plexiglas. We also did use part of our truck package, primarily the 4k Aurasoft and a Kino Flo Wall-O-Lite, to light the people," the gaffer says, adding that "each set had the lights that were rigged, and then I used the truck package as a floor package, for closeups or to spray additional light somewhere." The truck also included a full complement of 20ks, 10ks, dinos, and Maxi Brutes, plus extra dimmers.

Another major set was an abandoned Hamilton, Ontario, rail station, used for a lengthy action sequence that moves from the station onto a train, and back out to the station exterior. "It's a huge, huge space," says Nakonechnyj. "It took almost two weeks to rig, between the exterior and interior." Among other instruments, the station lighting included twelve 20ks, nine Arri T12s, and 104 blondes, with everything once again on dimmers, "both for controllability and color temperature," says the gaffer. "I like to actually dim the light as a way to warm them up; to my mind, as you dim an incandescent light it becomes a bit softer and more embracing." But the quick movement within the sequence--Rogue is being kidnapped by Magneto, while the X-Men fight to rescue her--meant the ability to prerig and cue was crucial. "Factor into that the anamorphic T4 factor, the fact that we had stunts, and the need to light big expanses," says the gaffer, and the dimmer boards got a workout. "I could do turnarounds in a heartbeat, because I had built it into the lighting scheme."

Says Sigel, "I almost always work with a dimmer system. In your prerigging, it may take a little extra time and cost a little extra money, but on the set there is no way to work as quickly. If you want to lose a quarter of a stop, you can get on the walkie-talkie and say take it down 20%, instead of having somebody bring in a ladder, climb up to the grid, pull out a single, and put in another one." Nakonechnyj, who has worked with Sigel on and off over a 12-year period, says, "Sometimes it does create a little bit of conflict with production, but I always fight for dimmers; it's the way I visualize. And I've been using them since 1985."

Sigel and Nakonechnyj share an affinity for the look of incandescent light as well as for dimmers. Another Canadian location was Greenwood Conservation Area, where the X-Men production built a lake and island holding Magneto's lair. Nighttime exteriors in the forest were lit by an LRX, Dwight Crane's analogous unit to the Mini-Musco. "It can hold either six 6k HMI globes, or six 12k incandescent globes," Nakonechnyj says of the LRX. "We lit all our night exteriors with incandescent--neither Tom nor I are really fond of the blue HMI night. However, for night in Magneto's world we used Lee 131 Marine Blue gel on the LRX and the other lights we also had on the set. Tom is very big on giving characters a thematic development color-wise. The first time we meet Magneto is in his office, and behind him is a big wall with a slightly blue-green water effect."

This is very subtle, Sigel stresses. "We used certain colors for a little ping in the background with certain characters," he says. Professor X, for example, might be set off by a sparkle in the straw family, while colors in the Lee 101 and 102 range of light ambers and yellows might be glimpsed in the background of some shots featuring Wolverine. "We kept it very restrained, we very much did not want that primary-color, Dick Tracy kind of thing," the DP says. "Reality was key," adds Nakonechnyj. "That's one reason Tom pulled the film, so that we could expand the spectrum, more like the eye would see. Those techniques were helped by the style of lighting, some of which was very soft, to help narrow the ratios. Other times, like the scene in a bar when we first meet Wolverine, it's harsher, to increase the mystery. In that scene, we used a heavier contrast of colors, with dimmed incandescent and Kino Flo daylight. You want the audience to feel tension in the scene, and that's enhanced by the visual intensity of the lighting."

Of course, nothing was quite so intense as the aforementioned X-Light, which was developed in conjunction with visual effects supervisor Michael Fink as well as Dwight Crane. Since X-Men will include about 500 different effects shots, the collaboration with Fink was ongoing. "Tom had discussions with Bryan, and then we would sit down with Mike, who had sketches and animatics," Nakonechnyj recalls. "We developed our game plan based on those meetings. We'd look at the animatics and go, 'to do that, we need to do this.' There are limitations to what CG can do, and the more true to the original negative, the better it will be. There are certain situations where you can shoot anamorphic, but then there are situations where they have to go to VistaVision, because of limitations on tracking, and distortions in the anamorphic lenses. Mike was very specific about which shots had to be VistaVision with flat-field lenses, and where they could incorporate CGI elements into the anamorphic. And we talked about where we needed interactive light."

The X-Light, emanating from the Magneto's evil transformative device, is a prime example of an interactive light--one which follows from a planned CGI effect. Nakonechnyj describes the device itself as a sphere energized by the villain's magnetic ability. "The device starts spinning and swirling and whirling, emitting beams of energy. That's going to be CGI. But the light emanating from that is interactive"--in other words, up to Sigel and him. In the movie, the Magneto device is first glimpsed during a test run at the island lair. But it makes its most impressive showing during the climax, which unfolds on Liberty and Ellis Islands in New York Harbor and was shot on location in Toronto, with liberal use of bluescreen to properly set the scene. Sigel says, "There's a huge gathering of world leaders on Ellis Island, and while they're sitting there, this light begins to sweep over them, to create mutations in their genes." "The torch of the Statue of Liberty is ground zero for the device," says Nakonechnyj. "Mike said it's as if a light bulb went on, and you could feel the glow a quarter-mile away, and the intensity is increasing, and there's movement to it. It becomes a moving wall of light."

Complicating the demands of this effect: It was scheduled for day one of production. "It all happened relatively quickly--from conception to instrumentation was a couple of weeks," says Nakonechnyj. Dwight Crane, which Sigel calls "probably the best thing going" in Canada, was consulted once the X-Light came into conceptual focus. "A similar effect was done on The Truman Show, when the sun rises," the gaffer explains. "We talked to Chris Centrella, the key grip on that, but we approached this a little bit differently. Tom wanted to be able to go four or five stops over for the effect, so it would start bleaching the faces. How do we do that, with 650 extras sitting on a grandstand 200' (61m) wide, 300' (91m) or 400' (122m) away from the light? There were physical limitations--I couldn't put so many lights on the crane that the crane couldn't pick it up." The twelve 24-light dinos ended up weighing about four tons, he estimates. Another challenge, adds Sigel, was that once the crane reached the proper height, the light would overshoot its target. "So," he says, "we actually needed the light to tilt down as it moved up."

Brian Dwight, who runs his namesake company with brother Dave, was up to the challenge. What he created actually utilized two cranes--one to create a guide for the light, and the second to raise the head--with built-in hydraulic lifts to tilt the light as the crane rose. On set, the completed X-Light was installed behind a row of bushes and a 40'-long, 10'-high (12x3m) drape. "As we dimmed the light up, 288 PAR-64 globes, 40' across by 10' high, started rising," recalls Nakonechnyj. "As it rose, you saw shadows of trees and bushes start moving in frame towards camera. There was a point when we cleared the trees and it started tilting down and focusing on the bandstand. It all happened in 15 or 20 seconds, until this volume of light engulfed the set."

The gaffer confesses to "losing a few hairs" over the whole procedure. "We were out of the country with a foreign crew, who did a great job, but we were asking them to do things in a way that they hadn't done before," says Nakonechnyj. "There were no small sets to practice in, it was just bam! right out of the box, hit them with everything you've got. So many elements had to come together. The set was so big, a quarter-mile square, and we had dimmer packs surrounding that. One board crashed, and we had to go to a new one. In addition to the 288k X-Light, I had two of Dwight Crane's BFL lights, which are essentially four 36-light dinos on 150' (46m) construction cranes, for backlight, all on dimmers. There were all these set elements--a building we were frontlighting, and several 30' (9m) towers with milk Plexiglas openings, backlit with 5kW worth of photo floods in bat strips. Those had to be cooled between takes, because the heat generated by the globes would melt the Plexiglas and burn the wood. We also had 14 generators, including one each for the two BFLs, and three for the X-Light. We had to start the effect at 10%, because with three 1,200A generators pushing all these lights on a dimmer, if you hit them too hard it would kill the generators."

As is typical for a movie of this scale, all the preparation that went into this scene was for a brief two-day shoot (and will probably result in about a minute of screen time). But the work of postproduction, notably the digital effects work being overseen by Fink and Digital Domain, continues at press time. As for Sigel, his association with X-Men has been nearly as lengthy as Singer's. "The project has been percolating, in development and going through fits and starts for years," he says. "I was involved with it for probably a year before it got off the ground. I started prepping last summer, and after a couple months of prep and six months of shooting, I'll have a periodic involvement over the spring in terms of overseeing visual effects and the ultimate timing of the film."

The hard work will be worth it if X-Men fulfills its promise of being more than a live-action cartoon engineered to sweeten cash registers across the land for a few summer weekends. Finally, Sigel realizes, the success of the movie rests not on his shoulders or that of the X-Light, but on the director's. "Story and character are far more important to Bryan than cool effects and big chase sequences," he says. His faith in the director has paid off in the past. Though Singer had already made the little-seen Public Access when Sigel hooked up with him, he was pretty much an unknown quantity. "I've worked with some first-time directors, and every time you do that you're rolling the dice," the cinematographer says. "There's only a couple of things you can go on. One is the material, and the other involves a leap of faith: He talks good, so maybe he's real. Sometimes you win and sometimes you lose. I think with Bryan I really won."

DIRECTOR Bryan Singer

DIRECTOR OF PHOTOGRAPHY Newton Thomas Sigel

CHIEF LIGHTING TECHNICIAN Tony "Nako" Nakonechnyj

selected lighting equipment

Ellis Island (4) Airstar 8kW tubes 400H (4) Xenotech 4kW xenons (12) Mole-Richardson Maxi Brutes (4) Mole-Richardson Mini Brutes (8) Colortran 1.5kW single-cell cyclights (16) Ianiro blondes complete (20) Ultra Light 24-light dinos with FFN globes (2) Dwight Crane BFLs with FFN globes (3) Dwight Crane 80' condors (4) Dwight Crane 50' scissor lifts (1) Dwight Crane 160' crane (15) Strand 6x12kW CD80 dimmers (5) Strand 12x2.4kW CD80 dimmers (4) Strand 20kW 220V Independent dimmers

Forest Clearing (2) Airstar 8kW tubes 400H (8) Ultra Light dinos with FFN globes (2) Dwight Crane BFLs with FFN globes (1) Dwight Crane LRX (2) Dwight Crane 150' cranes (2) Dwight Crane 80' condors (10) Strand 6x12kW CD80 dimmers (4) Strand 12x2.4kW CD80 dimmers (2) Strand 20kW 220V Independent dimmers

Hamilton Train Station (9) Mole-Richardson 20kW fresnels complete (9) Arri T12 fresnels complete (2) Ultra Light 24-light dinos with FFN globes (2) Mole-Richardson baby 10kWs complete (4) Mole-Richardson Maxi Brutes with FFN globes (104) Ianiro blondes complete (10) Strand 6x12kW CD80 dimmers (2) Strand 12x2.4kW CD80 dimmers (2) Strand 20kW 220V Independent dimmers

Truck Package LTM HMIs Mole-Richardson tungsten lighting Kino Flo fixtures Aurasoft 600mm and 400mm complete with HMI and inky heads Teatronics and Strand electronic dimmers Lee Filters gel