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Making of ‘The Midnight Sky’: How George Clooney Battled Extreme Cold (and a Pandemic) to Make His Sci-Fi Epic

Tackling his most ambitious movie yet, a meditation on loneliness and redemption, the actor-director endured a subzero shoot, mastered the latest VFX and navigated the COVID-19 lockdown.

On Iceland’s Vatnajokull glacier, the largest ice cap in Europe, George Clooney found himself battling the elements in October 2019. With temperatures well below zero, the actor, playing a lonely witness to a global catastrophe, could barely see the crew or his diminutive co-star, 7-year-old Caoilinn Springall, as they worked under whiteout conditions. “It wasn’t a snowstorm,” he recalls. “There were these winds, sort of tornados, that would be coming toward you and we waited for them. We had whistles and we had string tied to ourselves so that we could never get too far apart, because you couldn’t see your hand if you held it out when these wind gusts came in.” And because Clooney was also directing, the minute he called “Cut,” “they would have to blow a hair dryer on my eyelids to unfreeze them because they would freeze shut. And then I’d come running out going, ‘All right, let’s move!’ And we’d grab all the equipment and move to the next location.”

But as challenging as production on The Midnight Sky would be, some months earlier, when Netflix first approached him about acting in its Mark L. Smith-penned film adaptation of Lily Brooks-Dalton’s novel Good Morning, Midnight, Clooney, 59, knew that he not only wanted to star, but also would like to direct. Playing Augustine, a terminally ill astrophysicist based in an Arctic research station on a dying Earth as he tries to make contact with a spacecraft and its crew to warn them of the planet’s devastation, he envisioned somehow combining the lost-in-space grandeur of Gravity, in which he’d starred in 2013, with the gritty, survivalist drama of 2015’s The Revenant. Achieving that delicate balance on a budget hovering somewhere below $100 million meant combining demanding location filming for the earthbound sequences with cutting-edge visual effects to put the astronauts in zero gravity, requiring the latest in virtual production techniques along with extensive digital human work.

Anatomy of a Contender Anatomy of a Contender

Among the first phone calls Clooney and his Smokehouse Pictures producing partner Grant Heslov made were to cinematographer Martin Ruhe and production designer Jim Bissell. To create the Arctic research facility where Augustine discovers the small stowaway Iris, played by Springall, Bissell and Ruhe, who lensed the movie with ARRI’s Alexa 65 and Alexa Mini LF large-format cameras, worked with Industrial Light & Magic’s StageCraft virtual production services, which was initially developed for The Mandalorian. Rather than the usual bluescreen and greenscreen backdrops, the interior set, created at Shepperton Studios in the U.K., was instead surrounded by LED screens that displayed plate photography shot in Iceland. “Everything you see throughout the research facility’s windows was one of those giant LED screens,” Ruhe says, adding that they also served as a light source for the scenes. “We had a 120-feet-by-20-feet LED screen. We could use the LED wall to light with the right amount of ambience so it would look real. We had giant windows, and in those windows we shot reflections. When Augustine drinks his morning coffee, he looks out, and you see the reflection of the morning light, and that’s basically shot with that technique.”

One of the film’s biggest challenges, Clooney says, was “designing the ship and how it was going to look and how we were going to shoot on it.” With the story set roughly 25 years in the future, Bissell explains, he based the movie’s spaceship Aether partly on a 2011 NASA prototype called Nautilus, so that it would be “unique but faithful to current technology. But it also had to be dramatic imagery because the film itself is not like Star Wars. It’s far more meditative. In that sense George did want it to look different from most of the space movies that we’ve seen.”

Anatomy of a Contender

The astronauts’ actual habitat, what the team called the Aether’s “Little Earth” endoskeleton, was the trickiest part of the design, Bissell adds. “Aside from the fact that, physiologically, long-term space travel is really hard on the human body, the other part is the psychology of what kind of habitat can you be in for two and half years. The most important thing was to have a soothing interior that provided a visual stimulation.”

An unexpected human element entered the equation when Felicity Jones, some months after she’d been cast as Sully, the Aether’s communications officer, became pregnant. But that didn’t turn into an added obstacle; Clooney, after first considering ways to conceal the pregnancy, ultimately seized upon the idea of embracing it as an opportunity. “It feels like it should have always been part of the story all along,” he says. “I called her up and I said, ‘How about if you’re just pregnant?’ It has this continuum that we didn’t expect and had to lean into.” This led to some script revisions. For example, the other members of the ship’s crew bond by offering suggestions for Sully’s baby’s name. “It brought everyone together in this feeling of family in a way that I thought was actually organic to the story we were trying to tell, so it felt like it worked,” says Clooney, pleased.

As for scenes in which Jones, as well as fellow actors David Oyelowo and Tiffany Boone, would have to float weightless in space, the production had already planned to create digital humans, a task that was entrusted to the lead VFX house for the production, Framestore, which created the Oscar-winning VFX on Gravity, with Matt Kasmir and Chris Lawrence serving as co-VFX supervisors.

There was even some brief talk of creating a digital version of Clooney for flashback sequences of a young Augustine, including one during which he reveals the discovery of a new moon near Jupiter that could support life. But Clooney nixed that idea. Instead, Ethan Peck, Gregory Peck’s grandson, was cast, although his dialogue underwent an alteration so he would unmistakably sound as if he were a young Augustine.

“We needed a voice that would sound plausible as a younger version of the character, but would not sound exactly like George, because it felt a little odd to hear George’s voice coming from another actor,” explains two-time Oscar-winning supervising sound editor and designer Randy Thom. “I remembered that I had worked on a previous film with a scientist in Barcelona, a specialist in human voice manipulation and synthesis, who might be able to help. His name is Jordi Bonada. We sent Jordi recordings of George performing the dialogue lines for young Augustine, and he used artificial intelligence techniques to electronically combine them with another man’s voice. The resulting combination retained all the performance nuance from George but had some facets of [Peck’s] voice as well.”

As to whether, in space, anyone can actually hear a character scream, Thom explains: “Obviously, according to the laws of physics, sound doesn’t get transmitted through empty space, but I suggested that we shouldn’t necessarily be bound completely by the laws of physics. Maybe what we should hear is the kind of muffled sound that they would hear that’s transmitted through their own bodies.”

It fell to editor Stephen Mirrione, who has been working with Clooney since the actor made his directorial debut, with 2002’s Confessions of a Dangerous Mind, to combine the disparate worlds of the frozen Arctic and free-floating space into a seamless story. “We were following Augustine’s point of view, really, and then using that to trigger switching back and forth and kind of using his feelings of urgency to trigger when we would check in with what’s happening on the spacecraft,” Mirrione says of the rules he followed to establish the movie’s rhythms. “It took us a while to finally figure that out. We got through the first pass fairly quickly, and then the more challenging thing was figuring out structurally what were redundancies in the first half of the movie, and were there other ways to kind of get into the story of what was going on in the Aether.”

In the end, some footage of Augustine and Iris getting to know one other felt redundant because of the strength of moments like a dinner sequence in which the two play with their peas, accompanied by a playful cue by composer Alexandre Desplat. “A scene like that, without any words, takes the place of a couple of other scenes. Their onscreen chemistry just says so much,” Mirrione notes.

In devising a varied score that weaves throughout the film, from its quiet, introspective passages to crises about the spacecraft, Desplat says, “Very early on with George we decided that the score should not play sci-fi electronica or the big action Star Wars kind of score, but more importantly focus on the characters and what they’re going through, the emotions they’re going through.”

Anatomy of a Contender

Principal photography wrapped in early 2020 — just as countries were starting to lock down amid the COVID-19 pandemic. For Clooney and his team, this meant that an ambitious postproduction schedule, including editing, VFX, sound, and even recording the score with the London Symphony Orchestra at Abbey Road Studios in London, all had to be conducted mostly remotely, with Clooney overseeing it all from his home in Studio City.

But in the end, those circumstances, too, seeped into the movie, lending it an added resonance. Before COVID, Clooney explains, The Midnight Sky was “designed to be about what we’re capable of doing to one another, mankind, and how fragile humanity is.” But with the virus rewriting the rules of engagement as Clooney and Mirrione were editing the movie, the director says, “We began to focus much more on the idea of our inability to communicate and to be home and be near people and talk to one another. There is hope at the end, that the characters find redemption and in some ways find light at the end of tunnel, which is the thing we’ve been wishing for here on Earth in the real world.”


Felicity Jones’ Imaginary Journey to Jupiter’s Moon
After the actress became pregnant, her location shoot in Spain was nixed. Instead, her facial performance was captured digitally and a body double was filmed in La Palma, all to make an otherworldly scene

Anatomy of a Contender Anatomy of a Contender

To suspend The Midnight Sky’s intrepid astronauts in zero gravity, the film’s VFX team planned, from the first, to rely on inventive digital work. But when Felicity Jones announced her pregnancy, which was written into the script, there was no scenario in which the actress would be asked to dangle from wires. In fact, some of her action scenes to be shot in La Palma, Spain — which included her character’s running on the surface of K-23, an imaginary moon circling Jupiter — became problematic.

So the VFX wizards turned to Anyma, a facial performance capture system developed by Disney Research Studios, which also proved helpful for zero-G work. “We were always going to have digital spacesuit costumes and a digital exterior space walk, but we went a step beyond what we had done on Gravity and The Martian, where we had largely used photographed faces inside the helmets,” explains co-VFX supervisor Chris Lawrence, an Oscar winner for Gravity.

For most of the zero-G sequences (with the exception of just a few close-ups), each actor’s CG face was added to a digital body double. “It was a very nuanced [hand] animation. There’s no way of motion-capturing [zero-G], so you have to invent it.”A

similar technique was used on the K-23 scenes. The team captured Jones’ facial performance, creating a CG head that was added to a body double who did the running and performance on location.  “We hand-tracked Felicity’s eyes, which is always the bit that makes characters seem creepy. And we put a lot of R&D in getting the eye, the form and movement of the eyes very realistic and accurate.”

“The CG is only as good as the performance played by the actor,” adds co-VFX supervisor Matt Kasmir. “While everybody was having their performance captured, the other castmembers sat round them and sparred lines back and forth, all directed by George.” — C.G.

This story first appeared in the Dec. 16 issue of The Hollywood Reporter magazine. Click here to subscribe.

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