It’s the eve of Prohibition, and the Women’s Temperance League in Atlantic City is celebrating its victory. A special guest is on hand: City Treasurer Nucky Thompson (Steve Buscemi), the most powerful figure in local politics. After a rousing reception, Thompson leaves for another pressing appointment at a nightclub, where he joins other city officials to plot how to exploit the new black market for liquor. As they talk, a ship from Canada arrives at a local dock, and a flotilla of motorboats unloads the first shipment of illegal whiskey. As the new HBO series Boardwalk Empire illustrates, Atlantic City was ideally situated to be America’s bootleg capital during Prohibition. A popular summer resort town, it was linked by rail to New York, Philadelphia and Baltimore. It also had a vibrant fishing industry and secluded inlets, ideal for smuggling alcohol from Canada and the Caribbean. Just as important as geography was the city’s feudalistic politics. Atlantic City had always been devoted to serving the pleasures of its vacationing guests, and by 1920 it was ruled by an unelected official, Enoch “Nucky” Johnson, who was a master at the game. By the mid-1920s, everyone on the public payroll owed his job to Johnson. The police not only ignored vice laws, but also protected bars and brothels from federal interference. Inspired by Nelson Johnson’s book Boardwalk Empire: The Birth, High Times and Corruption of Atlantic City, the series combines historical figures with fictional characters. Nucky Thompson is based on Johnson, whose power peaked during Prohibition, and he rubs elbows with notorious mobsters such as Al Capone (Stephen Graham) and Lucky Luciano (Vincent Piazza), as well as an array of politicians. The show’s 12 episodes cover the first year of Prohibition, and three cinematographers helped shape the look: Stuart Dryburgh, ASC shot the pilot, which was directed by Martin Scorsese, and Kramer Morgenthau, ASC and Jonathan Freeman took turns shooting the subsequent 11 episodes. The art and costume departments researched the period meticulously. Details such as the boardwalk’s Baby Incubator sideshow and Chop Suey restaurant were lifted directly from photographs, and many costumes were original pieces. But the goal with the photography, according to Dryburgh, was “not to create a period look as such — we wanted to keep it modern.” Scorsese screened numerous gangster films for him, but this was more to give a sense of the period than for visual design; the latter emerged from Dryburgh’s discussions with production designer Bob Shaw. “For the overall palette, we agreed we should avoid bright primaries and stick with fabrics and colors that were more muted, as was the case in that era,” recalls Dryburgh. “As silly as it may sound, we weren’t trying to do anything tricky or showy with the photography. We just wanted to quietly capture the tone of the period and support the story. The only real trick was to desaturate everything just a little so it wasn’t too vibrant.” More than half of the series was shot in New York City locations (primarily in Brooklyn) that suggested the luster of bygone days. These included private clubs, a Masons’ lodge and a Methodist church in a Hasidic neighborhood. “Throughout the city, there are these gems encased in rotting façades,” says Freeman. The decision to shoot in New York was arrived at quickly. “Atlantic City doesn’t look like that Atlantic City any more; it looks like Trump World,” notes Dryburgh. The production’s flagship set, the Atlantic City boardwalk, was built outdoors on a vacant lot in Greenpoint, Brooklyn. The boardwalk portion was 45' wide and 300' long, a mere suggestion of the actual boardwalk’s 8-mile-long expanse in the 1920s. The structure is flanked on one side by a beach, which in turn was buttressed by a giant, permanent bluescreen, and on the other side by a row of storefront shops, the Ritz Hotel (where Thompson lives), a supper club, and the entrance to the amusement pier, whose marquee shimmers with hundreds of lights. All of the storefronts functioned as practical sets and could be shot from any angle. (CGI completed the pier and boardwalk and added tall buildings behind the storefronts.) “The first question I was asked was, ‘Which direction should the boardwalk face?’” recalls Dryburgh. “I wanted to maximize exposure to the sun, so we positioned it to face south. That way, the last light in the winter would skim along the sides of the buildings. We had to bear in mind that we’d be shooting there in winter as well as summer.” Freeman notes, “It’s very similar to the light in Atlantic City. If you look at photos from that time, the sun is often lighting the fronts of the buildings. Obviously, having that huge bluescreen wall created shadow and sun issues, but for the most part, direct sun didn’t hit [the bluescreen] for much of the day.” Scorsese and Dryburgh were given 30 days to shoot the 70-minute pilot. The hour-long episodes were budgeted for 12 days each, plus one day for second unit. While Morgenthau was shooting one episode, Freeman was prepping the next, and vice versa. Both cinematographers found this schedule appealing. “It’s 100-percent better, because if you shoot every episode of a series, you can feel like a factory worker,” Morgenthau says. Freeman adds, “It’s like you’re prepping a mini-movie with the director. There’s less money wasted because you’re getting exactly the equipment you need, and you save time because you’ve done preliminaries ahead of time. And, frankly, I wasn’t as exhausted as I would have otherwise been.” Boardwalk Empire was shot in 3-perf Super 35mm framed for 1.78:1. The production’s camera package comprised Panaflex Platinum, Millennium and Millennium XL cameras, Primo primes, and Angenieux Optimo 24-290mm, 17-80mm and 15-40mm zooms. For the pilot, Dryburgh used Primo zoom lenses instead of the Optimos, as well as the new Panavision Compact (T2.8) 19-90mm, “which was very, very useful,” he says. “It’s small enough to put on Steadicam or use handheld, and it allows you to move very quickly between setups without lens changes.” Dryburgh reports that Scorsese briefly considered shooting on 16mm. “He’d seen Spike Lee’s Miracle at St. Anna and liked the look of the 16mm material,” recalls the cinematographer. After testing, however, the team opted for the greater range and control of 35mm. “We were going to have visual-effects shots, and that was a major consideration,” says Dryburgh. “So Martin and I looked at 16mm and 35mm side-by-side and said, ‘Well, what is it about 16mm that we like, and can we add that to the 35mm?’ Ultimately, we produced a look in telecine that put in a bit more grain and a bit more contrast, as well as desaturation. So we got the look of 16mm with the control of 35mm.” When Morgenthau and Freeman started working on the show, the pilot hadn’t been completed, so they had only some footage and a few approved clips to view. Because of conflicting schedules, they were unable to speak to Dryburgh, either. So Freeman, who tackled the first episode, came to his first meeting with episode director Timothy Van Patten armed with images from the Ashcan school, New York artists who were active in the early 20th century. “I would describe the Ashcans as a hybrid of gritty realism and Expressionism/Impressionism,” says Freeman. “Those two tones were really strong in the pilot, and very inspiring. Tim just laughed, because he had all these books of the Ashcan artists that he was going to show me. So we were completely in sync.” Freeman and Morgenthau subsequently exchanged the baton by watching each other’s DVD dailies, visiting each other’s sets, and talking several times a week. They also shared the crew, which included gaffer John Oates, key grip Charlie Sherron, A-camera operator Bill Coleman, and B-camera/Steadicam operator John “Buzz” Meyer. Both cinematographers tried to maintain the look of the pilot, but also let it evolve. “We decided to slowly push the tone even darker as Nucky’s world starts to collapse,” says Freeman.