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Despite a long bout with the cancer that finally claimed him last year, the celebrated cinematographer William Fraker always maintained his acid sense of humor.

Meg Whitman, he said, during the ex-eBay CEO’s 2010 gubernatorial campaign, should call him “‘Cause I could always make 40-year-old actresses look like they were 20.” He once asked Warren Beatty, with whom he worked on two films, including “Heaven Can Wait,” for which he received one of his six Oscar nominations: “Do you want to look your age or do you want to look like Ricky Nelson?” When Beatty chose the latter, Fraker replied: “Then hit your marks.”

“Passionate,” “gentlemanly,” “funny” and “unique” are just some of the descriptions offered up by the d.p.’s many friends and colleagues as they remembered the man, his enthusiasm, his courtly edge and a sense of humor that was as sharp as his many celebrated pictures.

He also never lost his passion for teaching and film. “He was going for chemo on a regular basis, taking painkillers and other drugs that made him weak, and still he came for two five-hour classes a week,” says Juli Junteau, Fraker’s teaching partner at USC.

And Fraker wasn’t just showing up. “Picture this frail old man,” Junteau says, “who throws his cane down, gets up, and starts walking around slightly off balance yelling ‘OK, bring that light up — Whoa! Whoa! Not that far!’ He’s barking orders and I’m trying not to laugh and the kids are sweating, trying to keep up with his demands to make the lighting work.”

Being sick and tired, Junteau says, “all just fell away and he was 100% in his heyday again. And those students got the opportunity to work with a Hollywood legend.”

Before teaching, of course, Fraker was the classic Hollywood d.p., albeit one whose exploration and experiments in light and lenses advanced the art of cinematography. Two of his films, — “Bullitt” and “Rosemary’s Baby” — are landmark visual statements.

“Billy Fraker was an anomaly among d.p.’s,” says Bob Fisher, a veteran journalist specializing in matters cinematographic. “In the old days, they were generally uneducated guys who worked their way up through the ranks,” he says. “Bill was an exception to all that. He went to college. He was probably one of the first film school graduates to actually make it in the industry.”

Fraker came from a family of photographers, including his maternal grandmother, who arrived from Mexico by mule in 1910. Fraker was 18 years old when the United States entered World War II; he later enrolled in the Cinema School at the University of Southern California via the GI Bill.

“After the war, I got really interested in movies,” he recalled in 2000. “I remember seeing ‘Gilda’ in 1946. Rudy Mate filmed it in black and white. … I was fortunate to begin my career when they were still making black-and-white movies. Black-and-white is truly an art form; not that color isn’t, but there is something special about black-and-white films. It teaches you to think in a different way.”

A respect for the art and traditions of the camera were Fraker hallmarks, as was a devotion to the American Society of Cinematographers, for which he served three terms as president. “He was the heart and soul and conscience of the organization,” says Richard Crudo, another former ASC president. “He was our link to the old timers, the last surviving link to the guys who founded the organization.”

In many ways, Crudo says, Fraker was the ASC. “He was never about self-aggrandizement, he was generous, warm, one of these guys with great charisma; people were attracted to him. He was always in good mood, had good things to say about people. And yet he had an edge; he wasn’t a pushover. He was a tough guy and he was hell on wheels on a set. He was very uncompromising. But at the same time, he could get things done without rubbing people the wrong way.”

“He was among the first cinematographers willing to talk about what cinematographers did,” says Fisher. “I think in an earlier time he would have been a great painter. He had a natural talent for telling stories through pictures.”

Story was paramount for Fraker, and it led to some hair-raising moments — some figurative, some literal: In “Rosemary’s Baby” there’s the general creepiness as well as that famous shot of Ruth Gordon, only half in the frame — prompting audiences to lean over to try and see the rest of her.

In “Bullitt” the thrills were for real. Fraker recalled meeting director Peter Yates in pre-production: “I told him I had this idea for putting cameras inside and on the car,” Fraker said. “We decided that night to shoot every shot in that chase sequence at a normal 24 frames, and have the cars actually running at high speeds. The fastest speed we went was 124 miles an hour coming down by the marina in San Francisco Bay. I was in front of the camera car and the centrifugal force at that speed made it difficult to pan to the left. One camera was mounted on an aluminum platform with an aluminum mount between the two front tires. Our average chase scenes were around 90 miles an hour. I could tell how fast we were going by listening to the pitch of the tires.”

Though known to move at breakneck speed, eventually even Bill Fraker had to slow down. He did so gracefully. “Guys like Billy and Connie Hall were absolute gentlemen,” says ASC member Judy Irola, longtime head of cinematography at USC. “He did not suffer fools gladly, but he did not try to match egos with a director or lord it over the crew. He was always a gentleman, and that’s why these actresses and actors were crazy about him.”