Benath_Layout 1Director Larry Fessenden has yet to find a horror subgenre – no matter how conventional or disreputable – that he can’t twist into a personal treatise on the foibles of humanity and its frequently destructive impulses. Not the vampires of Habit. Not the arctic creatures of The Last Winter. Not even the googly-eyed, teen-devouring giant killer fish of his latest film Beneath.

Mixing a bit of Jaws, a bit of Hitchcock’s Lifeboat and a whole lot of misanthropy, Beneath takes the ingredients of a z-grade schlockfest and re-mixes them into a curmudgeonly diatribe against contemporary adolescent selfishness. It’s the filmic equivalent of Fessenden shaking his fist and bellowing, “Get off my lawn you damn kids!”

It was Fessenden’s subversion of the creature feature that lured cinematographer Gordon Arkenberg to the project despite Arkenberg’s usual indifference to the genre.

“That was the fun for Larry and I,” said Arkenberg. “That’s what amused us, that the real danger in the (movie) isn’t even this wonky monster in the water. The real danger is people themselves, which is a theme that Larry’s had for a long time.”

Arkenberg talked with Deep Fried Movies about working with Fessenden, shooting in sequence and sneaking Andrei Tarkovsky homages into a monster fish flick.


The Plot: Five high school friends hit the lake for one last going-away bash, but have their festivities curtailed by a gargantuan man-eating fish.

The difficulties of shooting on water have become the stuff of legend thanks to the troubled aquatic productions of movies like Jaws and Waterworld. What did you find to be the most difficult aspect of shooting nearly an entire movie on a lake with characters trapped in a boat?

I would really say the time factor involved in just getting objects to go where they needed to go in the water. We were shooting in a lake that was fairly placid, though there was a very, very mild current. Between that current and the wind, getting (the boat and the fish) to go to the right place at the right time was just an utter black hole of time. There’s a ‘Making Of’ on the Blu-Ray (that shows the crew) trying to do an overhead shot where the fish hits perpendicular to the boat’s side. And it’s hysterical if you listen to it because there’s a guy inside the fish swimming with it with these little propellers down below churning away and then the guy who built (the fish) is controlling it and (giving him instructions) on an underwater microphone. You can hear him going, ‘Left…Left…LEFT…LEFT, no right…right…RIGHT!’ And then they would miss each other and you had to get everything back in the right place to do it again. It was funny because I think the guy who was saying ‘left’ meant his left, not the fish’s left. So there was constant miscommunication that was very comical.

I think the first day we shot like half a page. And then the second day we shot a page. You began to realize that every time we had the fish or any kind of action scene, the number of pages we could do would slow to a crawl. I keep a chart on my wall with how much we shot each day of the movie. Every movie I work on I do this – I keep sort of statistical records of what we’ve accomplished. And after our first week (on Beneath) I looked at (the chart) and was like, ‘We’re never going to finish this.’ By the end of the movie we had to shoot like 10 pages per day, but by that point we kind of had our sea legs. It was a very steep learning curve for all of us.

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You came onto Beneath a bit late in the project. How did you ultimately end up working on the movie?

I was like the fourth person asked to shoot the film and I think my only outstanding quality was that I was available. (laughs) The shoot kept getting pushed and they kept having logistical issues and so (the shoot dates) kept moving around and then the last DP they had bailed on it sort of last minute. I know Larry because we have a lot of mutual friends and (the producers) sent me the script and it was literally like, ‘Can you read the script tonight and meet with (Larry) tomorrow?’ So I read the script and I thought, ‘Okay, this is a horror film, but it’s doing a lot to try to overturn certain conventions of the genre.’ It’s a horror movie, but it’s in broad daylight. There also are no particular heroes, in fact in some ways Larry turned it into a rant about kids today, which is totally fine with me. In going along with (the idea of overturning conventions), I’d already seen movies on the water shot handheld and it’s very easy I think when you’re making a horror movie to say, ‘Oh, it will be much scarier if I just handhold the camera.’ Handheld has that sort of first-person point of view quality, and I think you get an easier scare out of it if you can have the audience identify with the camera. But I felt like, if (the idea is to) buck every trend, why don’t we try to do something that’s on the water but is shot smoothly, more elegantly and with more controlled moves. And I also felt that there needed to be a level of objectivity (to the camera work), that we needed to judge the characters. So I went to the meeting with Larry and I said to him, ‘I’d really like to do smooth camera work, almost like dolly work, but on the water,’ and he was like, ‘That’s what I want. Nobody else wants that.’ It was one of those moments where we went, ‘Oh, great, I’m glad we found each other.’

Beneath fish (fractured fx)

(Above) The Fractured FX team responsible for Beneath’s scaly menace.

One of the distinguishing features of Beneath are those smooth, elegant moves in which the camera glides overtop the characters, peering down on them condemningly from a ‘God’s Eye’ point-of-view. How were you able to achieve those crane shots in the middle of a lake?

Larry said he wanted to put a crane on the water so I sat down and I started researching. We looked at various options because there are custom-made (picture) boats that exist, but sadly they are few and far between on the East Coast. Eventually we just realized we should build our own platform and put the crane on it. For that I owe a great deal to the engineering work of my key grip, Jeremy Rodriguez. (He and his crew) built I think eight platforms and each platform I think we calculated could hold 2,000 pounds. So with all of them combined we knew that we could land a helicopter on it, weight wise, even though it looked really crude because it was just wood with barrels underneath. We built it also to have two arms on hinges that, if they were extended, looked like a slip that you could dock a boat in. And after that we dropped a crane on it and bolted it down into place. We called it Bertha – Bertha the Barge.

Beneath still

(Above) Bertha the Barge. The crane and dolly operation were done by Rick Morrison.

The rowboat that Beneath’s characters become trapped in goes through quite an ordeal in the movie as the monster batters and chomps it. How many different picture boats did you have to work with?

We had three. I called them the Nina, the Pinta and the Santa Maria. The Nina was a completely pristine picture boat. Pinta had points rigged onto it underwater so we could bite onto the boat with speed rail and hold it off the barge so it would stay in place for shooting and we could shoot it with the crane without the boat floating away or a huge amount of variables changing. Then we had the Santa Maria, which had the breakaway side for when the fish (takes a bite out of it). It was sort of our trick boat.

Beneath takes place entirely in one day and almost entirely in one location. Did that allow you to shoot more in sequence than you might have on a typical film?

We pretty much started with page one and went to the end, which was a blessing and a curse. The only odd thing about shooting in order was that it meant that if we failed to finish a scene in the afternoon, which was pretty common, (we’d have to wait until the following afternoon to complete it). Say we didn’t finish Scene 5 in the afternoon. That meant that the next day I wouldn’t start with Scene 5, but (instead) I’d start with Scene 6 (in the morning) and then in the afternoon move back to Scene 5 for lighting continuity. It was constant juggling. I built a model of the lake with our barge and boat in it and I took a lamp and I would work out where the sun was at what times of day and what shots we were doing and where the jib was because you can’t have the shadow of the jib anywhere. It’s a blessing to have a 19-foot arm that can sweep out anywhere, but it also can see itself like a groundhog seeing its shadow and then you’re screwed. So every night I made a new word document with photos (to figure out the correct positioning for the next day). It’s really funny to look back at it.

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(Above) An example of Arkenberg’s word document used to prepare for the next day’s shoot and track lighting continuity.

Were you able to use any film lights out on the water or were you restricted to bounce light?

We went with natural lighting. I just used the sun as my key (light) and rotated everything around it, using bounce cards and solids for negative fill. We did have a battery operated HMI, which we ended up never really using.

You shot Beneath with two cameras. What was your philosophy for getting the most out of that resource?

What became really obvious when we were doing our initial tests is that the camera needed to be kept in splash housing on the jib so in case anything happened and it hit the water it was protected. Mounting the camera into that splash housing with our lenses and all of our electronics to control everything remotely was so time consuming that we decided just to leave the A-camera body on the jib at all times and if we did anything else we’d use the B-body for that. So it was basically two cameras, yes, but we ended up bouncing between them based on what we needed at a certain time. We did later have a third body with a whole 2nd Unit crew. During the last week of shooting, they came in to fill out all of the sort of establishing stuff we weren’t able to get around to doing because we were grappling with just being able to get the story told. For the budget, it was a very, very complicated affair.

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What lenses did you typically use on the A-camera on the jib?

We used two Angenieux short-range zooms – the 15mm-40mm and the 28mm-76mm. Those were our staple lenses out of necessity because they’re lightweight and they’re easy to install into a splash housing. We would just switch the A-camera between those two and then the B-camera I would use with either the Optimo 12-to-1 (zoom) or primes. For the budget, I had all the right tools to do the job.

Every cinematographer I’ve interviewed for the blog thus far has shot with either Alexa or Red Epic. You opted for the Epic. What were some of the factors behind that choice?

There were multiple reasons. In general I favor the look of the Alexa a great deal more and that camera has really become the workhorse of the industry. The reason for the Epic was partly that all of our post was being done through Offhollywood, which is a Red-based post house so all of their workflow was very streamlined for the Epic. The other thing too was I began to realize going into it that if we had shot Alexa we could not afford to shoot Arri Raw. It was a tough decision because, as I said, aesthetically I like the Alexa and I thought that was also a camera that Larry would respond to. This was the first feature he ever directed that was digital. He’d only ever done film. So I knew that, look-wise, he would like the Alexa, but it came down to the fact that we needed a camera that was small and light for the crane, which suited the Epic, our post house was streamlined for Red and (the Epic would allow us) to shoot 4K or 5K and we knew that we were going to have to have effects work done or possible re-frames because sometimes we couldn’t get second or third takes. So just having lots more information in regards to tonality and (overall) resolution (favored the Epic). I only had 18 days to shoot it. So I couldn’t say, ‘We can’t shoot, it’s cloudy.’ I had to rely on a lot of postproduction and color timing to make things feel correct and match. I began to realize that (those factors) outweighed my personal preference for the Alexa.

You mentioned that this was Fessenden’s first feature shot digitally. How did he respond to that transition?

I think Larry, aesthetically, still likes film and I think that if we do another movie together we’ll probably end up having a very long discussion about shooting film. But what was interesting for Larry was that I think in some ways it didn’t matter to him. He is still a very old-school director in some ways. He likes watching the actors. He’s not always at the monitor. He’s right next to the camera. He is there for the actors on the set in a way that a lot of directors who hide at the monitor are not. I really appreciated that about him.

What really helped him on Beneath (was the ability to edit the digital files at night). Neither of us had ever really been involved with such complicated, choreographed action sequences, so for him to be able to walk home with the footage each day and be able to edit, that’s what ended up being really key. He would edit every night and we could take a look at it immediately and if we were (finishing a scene from the previous day) we could see exactly what pieces we needed.

Below, Gordon tells Deep Fried Movies how he achieved some of Beneath’s shots.

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The Shot: Beginning underwater, the camera bursts through the surface and into a Jaws-inspired dolly zoom, during which the back of Beneath’s creature pops into frame.

There is a disguised cut (right before the camera comes out of the water). The underwater (portion) was footage shot by our 2nd Unit crew. My key grip Jeremy Rodriguez built the rig we used for this shot. We ended up calling it The Water Dolly, which we shortened to just “Wally” at a certain point. It was just a triangle of speed rail with inner tubes attached to it. We thought we were renting some very specialized piece of gear because it was listed as an “underwater tripod,” but really it was just a tripod head that was so cheap that the company was willing to let us put it in water. At the head of the shot where the camera comes out of the water, I could just push the camera (in the waterproof housing) under water and then I would let go and it would surface and then be totally stable. Then we just pushed in on her and zoomed out. We probably ended up doing 20 takes. The coordination of where the fish’s spine was and whether it was close or far away enough to be scary, that was always a complicated element. It was a hard shot.

GordonOfTheDay_024 (Above) Arkenberg (with hat) and Fessenden prepare to employ The Wally. Photo by Graham Reznick, who served as 2nd Unit Director and Supervising Sound Editor.


The Shot: A tracking shot that stretches more than three minutes, capturing both the teens moving their boat toward the water and a key expositional dialogue scene.

I’m actually not a big horror movie fan. I’m actually a big Tarkovsky fan and so the fact that Larry wanted to shoot a horror film and also have preposterously long dolly shots where the actors are able to move freely was very exciting for me. This was a moment where we realized very early on that this was a good (scene) to do something like this. It’s very organic. We built what I think ended up being about 70 feet of dolly track in the woods.

(Below) The track laid to achieve the extended woodland dolly shot. IMAG0492

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The Shot: Starting overhead and out of focus, the camera booms down into a two-shot for a water-set dialogue scene.

Usually you would say, ‘We’ll shoot the wide shot, then we’ll get into a two shot and then we’ll do close-up, close-up.’ But we became very interested in asking, “Is it possible with our crane to link wide shots to two shots to close-ups? Can we bring these together so the camera moves through the space?’ For all the frustration of (shooting on water), at the end of the night Larry and I would go back to the hotel together and we’d always be kind of depressed because we only made half of what we wanted to get done for the day or maybe we battled a rain storm or something. But then we would stop and go, ‘But you know, we actually shot the storyboards today. What you drew is what we shot.’ And this shot was one moment where (we shot Larry’s storyboard), with the only addition that I really liked it out of focus (to open the scene) so we used that as a way into it. This is one of my particularly favorite moments of our crane work.


The Shot: The hand of the creature’s first victim dangles in the water.

We wanted very few moments of actual underwater footage. If we went underwater, we wanted it to be for a very specific purpose. (The character of Deb’s) hand in the water and the tragedy of her death was one specific moment to call attention to. Because of the time factor, we basically gave the underwater stuff to our 2nd Unit crew and we moved to the shore to try to shoot out those scenes. I owe this really to (2nd unit DP) Richard Ulivella and (Underwater Operator) Matt Santo, both really good friends of mine who I went to NYU with. The fact that Larry and I could say, ‘Here’s the storyboards. Here’s what we want shot. Good luck,’ and walk away knowing that we had guys who could accomplish it was just so important. It was total luck as well with this (shot’s) reflection, which they sort of found that day.

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The Shot: One of Beneath’s teens survives the killer fish, but runs afoul of the locals.

This is something I really like doing – a shot/reverse shot where one person is entirely silhouetted and rim lit so they’re nothing but a line and then the other person is completely front-filled so they’re nothing but a shape, so working with the elements of form. The headlights on the car are actually ND’d down to a very substantial degree and then we’re using our lights for the rim light around him.

Thanks to Gordon for talking to Deep Fried Movies. Beneath is currently available on home entertainment platforms.


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