Ready for Prime Time: Michael Bay helms fifth episode in the Transformers series in native, real-time 3D

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Pushing the limits of technology has been a hallmark of director Michael Bay's movies, which rank among the most commercially successful of his generation. With Transformers: The Last Knight, a Paramount release opening on June 21, Bay and his crew prove that large-format, native 3D cinematography can deliver the kind of breathtaking imagery that will dazzle filmgoers.

By phone from Miami, Bay takes time off from editing to talk about some of the challenges of shooting native 3D. For one thing, he ended up with the equivalent of three million feet of film, footage that five editors have been laboring over since principal photography ended in November.

"If I'm going to do 3D, I'm going to do it the right way," he says, rejecting studio efforts to save money by post-converting footage shot in 2D. "Believe it or not, I think we are the only 3D movie being shot native this year. All the rig people who own the rigs, they're like, 'Our business is done.'"

"Michael really loves native 3D," says director of photography Jonathan Sela, on a separate phone call. "I think it does make a difference, especially big-scale shots. There was talk early on, should we do 3D, should we not do it? But Michael's done it before and really enjoys the outcome and wanted to go for it again."

Transformers: The Age of Extinction, the previous entry in the franchise, was the first feature shot with IMAX 3D cameras. For The Last Knight, Bay relied primarily on two Arri Alexa 65s fixed on a 160-pound rig. The Last Knight is the first movie in the world to strap two such cameras into a 3D rig. The team also used two RED Dragon rigs, "one that could be a wider lens, one that could be a little tighter lens," Sela explains. "The difference was only one focal length, but they did give you the option of doing different things. We had a big array of tools, anamorphic lenses, Hawk lenses, many different configurations."

"We're mixing RED and Arri on this movie," Bay says, "using IMAX-size sensors, meaning 8K sensors. The Arri 65 is virtually IMAX, we have to blow it up a slight increment, but it's still so sharp."

The director tried for years to persuade engineers to design ergonomic cameras. "RED kind of took my ideas, then they said, 'Hey, Mike, we gave [David] Fincher a camera, we want to make you a special camera.' They made a fantastic handheld which they are calling the 'Bayhem' right now. We painted it Nike green, it's a completely beautiful camera. All the electronics are inside, there's nothing hanging off the body."

Bay also praises German-made Hawk lenses. "You don't use them for all sorts of shots, just certain moments where you want to get real depth and emotion and you want to get into the face."

The RED Dragons came in handy for moving shots and on a 50-foot crane. "The Alexas we used for our big wide shots, where there's hundreds of thousands of particles in the air, stuff that would be impossible to convert," Bay says.

Sela and his team conducted extensive tests into tripod heads, cranes and other tools to handle the heavy rigs. The new rigs are controlled by computers, resulting in what Bay calls flawless moves.

On earlier 3D productions, the director was dismayed by the amount of equipment and personnel cluttering the sets. "I like to not have a lot of crew, I like to move very fast," he says. "And 3D would always be a challenge doing the pace that I do, shooting a lot of setups. To give you an example, on this movie, there were about seven crazy days when we did 98 setups a day. They're not b.s. setups, they're real setups. That's a 12-hour day."

One solution to crowded sets involved a Mercedes van the size of an ambulance. Filled with monitors, and connected to the set by fiber-optic cable, the van allows stereographers to check shots without getting in the way.

"We have three different rigs going at once, you're able to gets the lenses on, you're able to get that setup over there, you leap cameras around and the van stays 500 feet away," Bay explains. "It becomes very easy."

Bay describes himself as a "leap-frogger" on the set, switching from one camera setup to another, at the same time looking for unexpected moments. "Michael, he jumps, he's flying back and forth, he's trying to keep it as fresh as he can," Sela says. "Our job is to give him the space to navigate in without confining him, so he can say, 'Look to the right, there's an amazing moment.' That's hard to do when the ship's so big."

"Granted, the limitations with a big camera system, you can't fit it into certain places," Bay admits. "You have to change your shooting. You're not going to use a lot of long lenses, because 3D just doesn't look as good that way. So you shoot in a different manner."

Bay works out how he will use 3D early in preproduction. He describes turning 3D into an immersive experience in almost musical terms, as if his arms were sweeping in S-shaped patterns. "It's like a curve, it gets more intense, then it comes back down," he explains. "A little higher, a little lower, where your brain gets a rest. But all that's got to be sculpted. It's about intensity and energy and intimacy and then composition and movement."

With its compelling imagery, Bay's distinctive style is a perfect match for native 3D. "This film, 3D-wise, has some intense visuals, visuals that I've never done before, visuals that are really complicated," Bay notes. "I start off with a knight attack where they're throwing these trebuchet balls that are like six feet of burning fire. We'll pre-viz that a little bit, but then some of it you're just winging out there."

Bay thinks carefully about how our eyes respond to 3D—it's one of the reasons why he shoots native in the first place. During editing he adjusts the convergence of shots "so the eye has a nice transition from shot to shot. Bad 3D goes from really close to really far. It jumps, and your brain works overtime to try to process it. You want 3D to go in those smooth curves, so it doesn't jump out at you. You don't want to bat the eye around, bat the brain around too much."

Bay admits that post-conversion may be necessary for some complicated shots. "We will shoot maybe 20 percent 2D that gets converted later. Or if they're short enough shots, they don't need to be converted at all."

The director has experimented with how quickly our eyes adapt to 3D onscreen. "Believe it or not, I could put together twenty shots, I could leave six of them flat, and you're not going to notice. I could show it to you five times and I'm going to say you pick them out, what's 3D and what's not. Once your brain watches a little bit of 3D it kind of clicks into that mode, and then I could show you this string of footage where it's 3D, 3D, flat, flat, 3D, and it's hard to pick it out."

This will be the last Transformers feature Bay directs. "I wanted to go out with a bang," he jokes. "Normally when [Christopher] Nolan and I do these movies, for Batman he'll do ten or fifteen minutes, I do fourteen minutes on a Transformers where we open it up to the full IMAX size.

"But this movie is about 93% where it's full size, which makes it an amazing experience. The way to see this movie is really, truly, in IMAX 3D.”

And it's not the last time Bay will shoot native 3D. "It's not rocket science to set it up, the science is how you keep it moving," he says. "You keep the equipment working, you keep the lenses changed, so you can keep your pace and make your day. I really enjoy shooting native 3D, and I hope it doesn't die."