The major studios’ current preference for selecting the shepherds of their franchise properties is to pluck directors from the relatively obscurity of indiedom. Colin Trevorrow went from Safety Not Guaranteed to Jurassic World. Josh Trank moved from Chronicle to Fantastic Four. Jon Watts leaped from Cop Car to the reboot of the reboot of Spider-Man.

Alex Ross Perry opted for the opposite approach. After his breakthrough film Listen Up Philip, Perry stripped down his budget, cast, and crew for a character piece about a pair of female friends (Elisabeth Moss, Inherent Vice’s Katherine Waterston) whose relationship unravels during a week-long lake house retreat. While the filmmakers listed above all required a three-year window from their last indie release to their tentpole feature’s multiplex bow, Perry had Queen of Earth on screens roughly 10 months after Listen Up Philip’s release.

Shot over 12 days, Queen employed less than a dozen crew members. And as with every feature Perry has made, the man behind the camera was cinematographer Sean Price Williams. Williams spoke to Filmmaker about the video store as film school, bonding with Perry over a Jacques Rivette marathon, and his new-found affection for the wide lens close-up.  

Filmmaker: We’re roughly the same age and my love of movies really developed at the video store. Did you have a similar experience?

Williams: Oh yeah. Where I grew up there wasn’t much, but I got a VideoHound and just started calling and writing to all the distributors in the back to get catalogues because I wanted to see all these foreign films and I didn’t know how else to see them. And I would get these catalogues and everything was like $90. (laughs) I was just so anxious to see these movies. Then I discovered this video store in Delaware and it was one of those amazing moments in my life that I can’t believe is real. I walked into this place and there was an entire shelf of Fassbinder tapes. It was this totally curated art film store in Delaware. It enabled me to basically get an education in movies, which is what I devoted my entire high school experience to. I didn’t go to parties. Didn’t do any sports really. I just watched movies.

Filmmaker: I remember as a teenager, before the days of IMDB, if I saw a movie by a director I liked, I would search either the Leonard Maltin or Roger Ebert review books to find other films by that person.

Williams: Ephraim Katz’s The Film Encyclopedia was the big resource for me. They had it in my library and I had it checked out pretty much four straight years.

Filmmaker: How’d you end up heading to New York?

Williams: I went to college in Baltimore and then I dropped out because all of the film equipment there started breaking and they started changing over to video, which I wasn’t interested in. I had an opportunity to move in with a girl in New York, so I did. I just sort of made the leap. I started working for this internet company doing video content. I had no intentions of being a cinematographer or anything.

Filmmaker: And you met Alex Ross Perry while working at Kim’s Video in New York?

Williams: I started working at Kim’s in 2000 and then in 2005 Alex started coming in and begging for a job. No one else would talk to him, but I said, “Yeah, I’ll see what I can do.” And then every day he’d come in and I’d be like, “Look, I’ll try.” Every day. Finally I got him a job on the second floor — I was on the third floor. Then I got fired really soon after I got him the job — not because of him though. (laughs)

Filmmaker: Was there a specific director you bonded over?

Williams: There was a big moment where we all went and saw Out 1, the 13-hour Jacques Rivette film, at the Museum of the Moving Image. It showed over two days during the weekend and that’s when we were all like, “You know what, Alex is pretty cool.” We became buddies then. I think it was around that time, too, that he did his thesis film and I thought it was terrible and I told him so. I said, “You’ve got good taste in movies, but this is really bad.” And he said, “Well, the next one we’ll make together.” And then we made Impolex maybe a year after that.

Filmmaker: Early on, you spent time working with two legendary figures in Albert Maysles and Abel Ferrara. How did those relationships begin?

Williams: My friend was Abel’s kind of personal assistant and he also produced [Ferrara’s film] Mulberry Street. So he would get me to help out Abel if he needed this or that and I shot on Mulberry Street and I assisted a little bit on Chelsea on the Rocks. I’d hang out with Abel sometimes when he was out and about and listen to him. He’s just great company. And then Maysles, I started working for him as an archivist. My friend got me a job there to help organize their whole film collection because it was just a mess, all the negatives and everything in boxes. And since I knew how to handle film material and I cared a lot, they hired me. Then I was like, “I can shoot too.” The first time we shot together was on [Martin Scorsese’s Rolling Stones documentary] Shine a Light. We would kind of pass the camera back and forth. We thought we were shooting a behind the scenes thing, but they ended up incorporating a lot of it into the movie.

Filmmaker: Tell me about your and Alex’s process when working together. I’ve read about Alex not storyboarding or making shot lists ahead of time, but there are moments in Queen of Earth – such as the nine-minute take where Moss and Waterston talk about past loves – that feel pre-conceived.

Williams: We don’t have monitors usually. We did on Listen Up Philip, but Alex didn’t look at it at all. He usually just trusts me with the framing. We don’t storyboard. We’ll do a rehearsal with the actors and I’ll think about how we should cover it. Sometimes Alex has a concept for a shot, like that nine-minute shot in Queen of Earth. That was intended to be that way from the very start.

Filmmaker: Did you shoot that with a 400-foot magazine or a 1,000-foot magazine? Isn’t a 400-foot mag only maybe 10 minutes long?

Williams: It was a 400-foot mag and yeah, it’s like 11 minutes [of film]. The first take we actually rolled out just before the last line. We didn’t really bother to time it out [beforehand]. We just said, “Yeah, it’s going to work.” I think we ended up doing it three times.

Filmmaker: How predetermined was the camera operating during that long take? There are long stretches of the take where you’re focused on the character who’s listening rather than talking.

Williams: The [camera operating] was not at all planned. I did it different all three takes. We definitely wanted to watch the actors listen. That was something that Alex said in the very beginning before we started shooting. We wanted to watch people listen as much as we wanted to see them talk.  

Filmmaker: You talked about planning coverage more on the day, but you have to plan ahead for certain things such as Queen of Earth’s split diopter shots. That’s not a tool that comes in a typical camera package.

Williams: I’d never really played with those and for some reason I thought this shoot would present some opportunities to use them. I always try to bring something that’s new to me. Sometimes I don’t bother using it, but the split diopters kind of made sense for this, especially with some of the scenes [where Moss is painting a portrait of Waterston] so that we could have both [in frame and in focus] without just using a really wide angle lens.

Filmmaker: My frame of reference for split diopter shots is always DePalma.

Williams: For us too. The first thing I think of for a split diopter is Blow Out. I don’t remember seeing anything that inspired those shots for Queen of Earth, but usually those kinds of ideas do come from films. Just before we went into production on Listen Up Philip, there was a little Werner Herzog series going on uptown and I went and saw Heart of Glass, which I hadn’t seen in a really long time. A lot of the movie is really warm. It’s a ruby-colored movie basically. Then there’s this shot where you see the sky — this blue, night time sky — and the blue is just so extraordinary. So I said, I’m going to try that with Listen Up Philip. It’s all going to be warm, but at the very, very end, like the last two shots, we’re going to have blue for the first time. Heart of Glass has nothing to do with Listen Up Philip in any way, but it was just because I’d just seen it and was struck by it.

Filmmaker: A 12-person crew is an extremely small group. Even a moderately-budgeted indie of this pedigree usually has at least four or five folks in grip/electric.

Williams: I’ve never had that. We had a gaffer on Queen of Earth, but he did all the work himself and I helped.

Filmmaker: Did you rely much on available light or did you supplement a significant amount?

Williams: The exteriors were mostly natural light, but with a bounce or a couple of bounces. The interiors were always lit.

Filmmaker: Like Listen Up Philip, you shot 16mm for Queen of Earth. Why is that your format of preference?

Williams: It’s cheaper than 35mm, but we would’ve chosen it anyway. You see 35mm movies now that you would never know they weren’t shot digitally because 35mm can be so clean. We like a little texture. I’ve gotten carried away with graininess in the past and I probably will again. Queen of Earth isn’t especially grainy, but it definitely looks like 16mm.

Filmmaker: Do you have much choice in 16mm stock anymore?

Williams: No. There’s really hardly any choices left. That’s an unfortunate thing that Kodak did, they started to focus their existing stocks based on how well they transfer to video. So they ended up rapidly discontinuing the film stocks that had an especially [filmic] integrity. There were some really beautiful reversal film stocks in the 1990s that I used to like and they discontinued those. On Listen Up Philip, we shot Kodak Vision3 500T (5219) and 250D (5207) (with an Aaton XTR Prod camera). Pretty much everything I do anymore is a combination of those two stocks.

Filmmaker: I don’t know that much about the 16mm post workflow. What does the negative get scanned in at?

Williams: We did a 2K scan at Metropolis Post in New York. I love those guys. They know what I like. The dailies come back with some attention. They’re not just completely raw. They usually put a little look on them that they know I like so we can look at the footage and be excited. And then we do the color grading on the computer. The process isn’t any different after the scan.

Filmmaker: Tell me a little about the opening shot of the film, which is a nearly two-minute close-up of an emotional Moss mid-breakup.

Williams: That shot was always planned to be that way. We just set up one light. It was shot in the house where we were doing make-up because we didn’t have any rooms [in the main house location] that we didn’t know already.

Filmmaker: The close-ups feel like they were shot on very wide lenses, which must’ve meant you were very close to the actors physically.

Williams: I think we used 16mm lenses for a lot of those on Queen of Earth and I was close. I used to like to be far away and then zoom in, that way I wasn’t intrusive. On Listen Up Philip, almost every lens we had was telephoto so I would sometimes be across the room. But with this one, we used wider lenses. Alex always likes to reference them as the Polanski lenses. They worked for Queen of Earth because [the characters] are all kind of agitated so it made sense for me to be right in their face.

Matt Mulcahey writes about film on his blog Deep Fried Movies.