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Codex goes behind the scenes with DoP Dion Beebe, ASC, ACS on the making of Mary Poppins Returns



Mary Poppins, the 1964 Disney classic, won five Oscars and was nominated for eight more, including Best Cinematography for Edward Colman, ASC. More than fifty years later, the makers of Mary Poppins Returns had to reckon with the older film’s heavyweight status in popular culture.

“We knew our film would be quickly compared to the original,” says director of photography Dion Beebe, ASC, ACS. “So, we obviously needed to tip our hat, so to speak, and acknowledge the 1964 Mary Poppins.”

Beebe and director Rob Marshall had previous experience bringing Broadway musicals to the screen, but the sequel offered the chance to build a musical from the ground up. Early on, they decided on a widescreen aspect ratio. The duo had gone with film emulsion on several of their previous five collaborations, including the Oscar-nominated Chicago and Memoirs of a Geisha – the latter of which earned Beebe an Academy Award.

In the case of Mary Poppins Returns, they chose to shoot with ARRI ALEXA SXT in ARRIRAW to Codex SXR Capture Drives, combined with Panavision G- and T Series anamorphic prime lenses and Panavision zooms. Mary Poppins Returns became one of the first Disney features to work with a 100% ACES on-set colour workflow.

“Rob’s current working style is much more conductive to digital,” says Beebe. “He can watch the actors and study their choreography on a high-def monitor. Shooting digital was definitely better suited to the methodical attention to detail needed on this assignment.”

Depicting Mary’s fantastical journeys also required extensive visual effects. Many of the more elaborate numbers called for three cameras. And in partial homage to the older film, some scenes combine live action with animation designed in a flatter, hand-drawn style. These factors also weighed in the decisions about format and workflow.

“It was just a really fantastic experience to work on ideas, sketching characters and coming up with ways to make everything work together,” says Beebe. “We talked about how to incorporate camera movement and blocking to make sure these two worlds meet and interact.”

Beebe often recorded rehearsals with a handheld Sony A7S for use in fine-tuning blocking and framing. Sometimes the rehearsals included cardboard cut-out stand-ins for the animated characters and elements. “The animators were there on the set when we recorded rehearsals, so they could get a feeling for the camera movement,” he says. “I also had to think about their point of view, and how my decisions would impact the animation. The hand-drawn animation has an almost found spontaneity. It has a strange feeling, almost like a work-in-progress, because the finishes are not slick.

Rob purposefully kept that slight edge, where the characters are not fully finished and rendered smoothly. He really embraced the hand-drawn style, and the results are wonderful. It was important to consider that style and maintain it when it came to shoot the live action.”

Careful control of colour was essential to success. Lookup Tables were created in pre-production with the input of costume designer Sandy Powell and production designer John Myhre.


“Our overall approach was the render a 1930s Depression-era London in fairly muted tones, giving us a platform that would lead off into the fantasy numbers with Mary and the children,” says Beebe. “We created a lot of colour contrast between our real-life London to the fantasy world that she comes up to. We wanted a very vivid, colourful world that she enters. Particularly when you get into a lot of vivid colour, the question is how to complement those colours, and how to create a look for each of these numbers. They each have their own style and approach, so they’re not just a mash-up of primary colours. There’s also a lot of fine tuning in post through the DI.” Capturing in RAW was essential to this process.

Mary Poppins Returns was also Beebe’s first go using an ACES workflow. Incorporating the LUTs designed in the early stages required some adaptation, but that was managed seamlessly, he says. Disney was deeply involved as was the post production team. Peter Doyle and Michael Hatzer at Technicolor helped out with LUT design, dailies colour and final DI.

DIT Peter Welch oversaw the recording, which was done in ARRIRAW format in a variety of sensor modes, including 4:3 2.8K, Open Gate 3.4K and 16:8 2.8K to Codex SXR Capture Drives. Welch built identical DIT rigs for the second unit and the visual effects unit to ensure consistency throughout. On-set colour was controlled via Pomfort LiveGrade and the data management on Codex equipment.

Mary Poppins Returns debuted over Christmas and continues to show legs almost one month on. Worldwide box office is reportedly nearing $300 million, more than double the estimated production budget of approximately $130 million.

Beebe has gone on to shoot I Am Woman, the story of 1970s singer and feminist icon Helen Reddy, with director Unjoo Moon. Dion choose the ARRI ALEXA 65 and a Codex workflow for this project as well. Marshall and Beebe are already making plans for another Disney project, The Little Mermaid. That film is planned as a live-action remake of the 1989 animated hit.

Camera Negative: ARRIRAW
Camera Type: ARRI ALEXA SXT with Codex SXR Capture Drives
Camera Equipment Provided by: Panavision London
Digital Intermediate Services by: Technicolor Creative Services
VFX provided by: Framestore London; Cinesite London

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Images courtesy of their respective owners.

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