Crafting a look for season 3 of "Foundation"

Having already shot episodes in the first two seasons of Apple TV+’s sci-fi series “Foundation,” based on the novels of Isaac Asimov, cinematographer Tico Poulakakis CSC returned to take on the first three episodes of season three. The introduction of a major character called The Mule prompted a fresh visual approach and new equipment choices including ALEXA 35 cameras and detuned Atlas Orion anamorphics, as well as DNA LF and HERO LOOK spherical lenses, all supplied by ARRI Rental. Poulakakis sat down recently to answer our questions about his work on the new season.

What guided your visual approach to “Foundation” season three?

A recurrent theme in “Foundation” is the question of whether the universe is random and governed by chance or whether it can be understood by science and reason. A character like The Mule demonstrates the ability of one individual to upend everything we think we know about the “Foundation” universe. The chaos and magic—for lack of better term—that he brings to the story allowed for a good deal of whimsy in how we approached the photography and freedom to explore different lenses, techniques, and lighting styles.

In earlier seasons, at the beginning of the decline of Galactic Empire, we used a lot of warm tones to suggest that the Empire was entering the figurative sunset of its rule. By the time we get to season three that sunset is more like twilight—the end of the Empire is imminent—so when photographing that thread I used a lower intensity of warm light and mixed it with cooler, dimmer fill light. 

What made ALEXA 35 the right choice of camera for this season?

I’ve always been a huge fan of ARRI cameras—even when shooting film—and they are still my favorites. The ALEXA 35 was fairly new on the scene when we started talking cameras for season three and everyone was excited to try it. Its resolution satisfied all the requirements for VFX and Apple, and the chip size opened up a world of lens choices for us. Also, the incredible dynamic range and superb color rendition made it easy to work with low light and gave us some beautiful images throughout the season. Tony Dustin, colorist extraordinaire at Company 3 in Toronto, designed a shooting LUT based on our discussions and his own expertise; it worked fantastically for all our themes and storylines.

Could you describe the work you did with ARRI Rental to customize the Atlas Orion anamorphic lenses?

I’m a big fan of the Orions and I’ve been using them for some time. ARRI Rental was great during the prep in Munich, helping us detune them to achieve a less polished overall look for the season. We wanted the detune to help tell the story of the madness of the Mule and the Empire’s decline—we needed something a little messy to suggest that our world was in disarray. We tested a number of lenses at ARRI Rental Munich and their service and hospitality (and Bavarian sausage lunch!) was wonderful. We chose the Orions as our primary lenses throughout principal photography.

You also had ARRI Rental’s DNA LF and HERO LOOK lenses; what did you think of them and how did you use them?

The DNA LF lenses are lovely. It could be argued that we didn’t use them to their full potential, given that they are designed for a larger chip size than the ALEXA 35, but we all loved the look and feel of them, and they worked beautifully with the Orions when we switched, even within the same scene. I often used them when I wanted to keep things more ‘normal’ as a counterpoint to the anamorphic. Later blocks used them for whole storylines and flashbacks, I believe. They were a great addition to the arsenal.

The magnificent Dominik Dusek from ARRI Rental Prague suggested the HERO LOOK lenses to us. They were fantastic to use and a great innovation on the part of ARRI Rental. Once again, they helped us tell the story of the Mule and the bedlam he introduces. They were particularly useful because of their ability to dial in the level of detuning to taste; we had great fun with them in that regard. They were also used extensively for another storyline— superbly executed by director Chris Byrne and the great Alar Kivilo ASC—involving the character Brother Day and his figurative descent into the ‘underworld’ of Trantor.
 

Was there a lot of greenscreen or LED volume work?

From the beginning of “Foundation,” our showrunner David Goyer had a mandate to shoot as much as we could in practical locations and sets. He wanted the actors to always have a sense of place, which they could then convey to the audience. I think his instincts were right. So in keeping with that, we tended to avoid greenscreen and volume work where possible, and even when we did extend a set in VFX it was almost always grounded in a practical set first. That said, there is a lot of VFX augmentation of sets, locations, props and even characters throughout the season. Our VFX supervisor Chris MacLean did a great job of integrating those augmentations seamlessly and quite often the viewer will never know there were any enhancements at all. 
 

What were the other important inter-departmental collaborations for you?

We became a big family on “Foundation” over the course of three seasons. As a result, we developed a shorthand that made it simple, fun, and productive to workshop ideas. Both Chris Maclean and Rory Cheyne, our talented production designer, were very open to collaboration and generous with their time in fleshing out sequences. The two other cinematographers, Alar Kivilo ASC and Owen McPolin ISC, I consider to be friends; we all had a great time discussing approaches and even covering each other’s work when necessary; they both shot some lovely scenes for my episodes, and I can’t thank them enough.

How did you work with gaffer Martin Granilla on the lighting concept?

Martin was the lead gaffer for the season and the gaffer for my block. He is a superb technician with a fantastic eye and his contributions cannot be overstated. In conjunction with our excellent rigging gaffer Graeme Haughton, he got all three blocks up and running concurrently across three countries.

We leaned heavily into LED-based lighting for a lot of our sets because of its obvious flexibility and because the sets had to be functional for various looks and times of day. We were lucky enough to get some of the new ARRI SkyPanel X panels. The improved output, extended CCT range, super-cool HyPer Optic, X21 Dome, and IP66 rating are great improvements, and we took advantage of all of them. Having both a hard light and soft light option is wonderful. The SkyPanel X is, in my opinion, the best and most versatile light of its class on the market; I only wish we’d had more of them.

One of our outdoor sets, the Summer Palace, had a lot of work in it at various times of day and night for our block and Martin had a brilliant idea for an overhead lighting rig that allowed us to shoot day, night, rain—whatever. Over the course of a few nights we were able to cover all our work and switch between looks in a very short time. That rig saved us a least a whole day of shooting in that set, so it was worth the effort.

Where did you use ARRI Rental’s HEXATRON offroad crane base and what were its advantages?

We used it for all our sequences with difficult terrain and hard-to-get-to locations. It’s a fantastic machine and the design is just a wonder to behold—excellent traction and solid wheelbase specs, combined with a wonderfully designed self-levelling component. It got us everywhere, even the most precarious of spots. The HEXATRON is easily the most versatile crane base I have ever used.  

What was the most important piece of advice given to you as a young cinematographer?

The best advice I ever received was from my early mentor, Derek Vanlint BSC, CSC. He often said, when speaking of how to approach lighting a scene, “No guts, no glory,” and he very much lived by those words. His point was that being safe in your lighting will only ever yield safe results, which are almost always disappointing. The pursuit of good lighting and the only path towards growth as a cinematographer involves pushing yourself beyond your comfort zone and taking risks. The greater the risks, the greater the rewards. Sadly, Derek passed some time ago, and I can’t pretend that my work will ever rise to his level of mastery, but he’s still whispering in my ear even now, every day that I’m on a set.