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Cinematographer William Fraker, who shot the exhilarating chase scene in “Bullitt” and gave “Rosemary’s Baby” its atmospheric look, died May 31 in Los Angeles of cancer. He was 86.

Starting with 1961’s “Forbid Them Not,” Fraker served as the d.p. on dozens of films, including “The President’s Analyst,” “Paint Your Wagon,” “Looking for Mr. Goodbar” and “Heaven Can Wait.”

Over his long career, he was Oscar nommed for “Mr. Goodbar,” “Heaven Can Wait,” “1941,” “War Games” and “Murphy’s Romance.”

“He was on the cutting edge of a new wave of commercial-makers that ultimately redefined the way features were shot,” according to the Intl. Cinematographers Guild, which gave him a lifetime award in 2000. Fraker was a three-time prexy of the American Society of Cinematographers, and he helped found the Society of Operating Cameramen.

“Fraker embodied not only the consummate artistry that was necessary to become a legend in his craft, but also the romance and glamour of making movies,” ASC prexy Michael Goi said. “His tireless devotion to informing and educating the next generations of cinematographers spoke to his desire that the industry never forget that we are dreamers and that those dreams have significance.”

Fraker’s father was a still photographer for Columbia who shot stars like Anna May Wong, Barbara Stanwyck and John Wayne. An uncle also was a still photog and ended up running Paramount’s photo gallery.

After serving in the Navy during WWII, Fraker went to USC on the G.I. Bill and studied cinema. Among his classmates was Conrad Hall, a d.p. with whom he remained friends for life.

Fraker started out doing still photography and commercials, and working as a camera loader for Hall.

For “Bullitt,” helmer Peter Yates wanted a car chase that would show off the city of San Francisco. In an interview with Camerimage, Fraker recalled his momentous suggestion to mount cameras in and on the cars.

“The whole idea was to allow the audience to experience the chase like they were in the cars,” Fraker told the magazine. “We didn’t use any exterior lights. They would have never done that on a studio lot, but Peter and I both had shot car commercials without lighting streets.”

On “Rosemary’s Baby,” he worked with Roman Polanski on a pivotal scene showing Ruth Gordon making a phone call. Fraker had wanted the actress to be visible through a bedroom doorway, but Polanski made him move the camera so that the audience could hear but not see her.

“Looking for Mr. Goodbar,” starring Diane Keaton, brought him the first of five Oscar noms for cinematography. The next year he shot “Heaven Can Wait,” directed by and starring Warren Beatty.

Other pics Fraker lensed include “The Fox,” “Gator,” “American Hot Wax,” “The Hollywood Knights,” “Divine Madness,” “Sharky’s Machine,” “The Best Little Whorehouse in Texas,” “The Freshman,” “Honeymoon in Vegas” and “Tombstone.”

Fraker also tried his hand at directing, with “Monte Walsh,” starring Lee Marvin and Jeanne Moreau, and “A Reflection of Fear,” toplined by Robert Shaw and Sally Kellerman. He also helmed episodes of TV series including “Walker, Texas Ranger” and “Wiseguy.”

Fraker remained involved with his alma mater and served as a mentor to many USC film students.

Survivors include his wife, Denise, a brother and a sister.