By Iain Blair
World War II drama Masters of the Air is a nine-episode Apple TV+ limited series that follows the men of the 100th Bomb Group as they conduct perilous bombing raids over Nazi Germany and grapple with the frigid conditions, the lack of oxygen and the sheer terror of combat at 25,000 feet in the air. Starring Austin Butler and Barry Keoghan, it’s the latest project from Steven Spielberg, Tom Hanks and Gary Goetzman, the producing team behind Band of Brothers and The Pacific.
Anna Boden and Ryan Fleck
Ranging in locations from the fields and villages of southeast England to the harsh deprivations of a German POW camp, Masters of the Air is enormous in both scale and scope. It took many years and an army of creatives to bring it to life — such as directors including Anna Boden and Ryan Fleck and DPs including Jac Fitzgerald.
Here, Boden and Fleck (Captain Marvel) talk about the challenges of shooting, editing and posting the ambitious show. In a sidebar, Fitzgerald (True Detective) talks about integrating the extensive VFX and the DI.
After doing Captain Marvel, I guess you guys could handle anything, but this was still a massive project. What were the main challenges?
Anna Boden: We did episodes 5 and 6. I’d say for us, Episode 5 was a big challenge in terms of wrapping our heads around it all. Some of the prep challenges were very big because it’s really a long air battle sequence that takes up almost the entire episode, and we had limited prep and not a ton of time to do previz and work everything out ahead of time. Also, simultaneously, we were prepping Episode 6, which was going to take us on location and to a whole bunch of new spaces that the show had never been to before. Finding those new locations and doing both of those things at once required so much planning, so it was challenging.
How did you handle the big air battle sequence and working with the volume stage?
Boden: You don’t want to show up on the day and wing it. As filmmakers, sometimes it’s really fun to get on-set and block the sequence based on what the actors want to do. But you can’t do that when you’re shooting on a volume stage, where you’re projecting a lot of imagery on the wall around you. You have to plan out so much of what’s going to be there. That was new for us. Even though we’d worked on Captain Marvel and used greenscreen, we’d never used those big-volume LED stages before. It was a really cool learning experience. We learned a lot on the fly and ultimately had fun crafting a pretty exciting sequence.
I assume director Cary Joji Fukunaga and his DP, Adam Arkapaw, set the template in the first four episodes for the look of the whole show, and then you had to carry that across your episodes.
Boden: Yeah. They’d obviously started shooting before us, and so we were studying their dailies and getting a sense of their camera movements and the color palettes and the vibe for the show. It was really helpful. And our DP, Jac Fitzgerald, knows Adam pretty well, so I think that they had a close working relationship. Also, we were able to visit the set while Cary was shooting to get a sense of the vibe. Once we incorporated that, then we were on our own to do our thing. It’s not like we suddenly changed the entire look of the show, but we had the freedom to put our personalities into it.
And one of the great things about the point where we took over is that Episode 5 is its own little capsule episode. We tried to shoot some of the stuff on the base in a similar tone to how they were shooting it. But then, once we got to that monster mission, it became its own thing, and we shot it in our own way. Then, with Episode 6, we were in completely different spaces. It’s a real break from the previous episodes because it’s the midpoint of the season, we’re away from the base, and there’s a big shift in terms of where the story is going. That gave us a little bit of freedom to very consciously shift how we were going to approach the visual language with Jac. It was an organic way to make that change without it feeling like a weird break in the season.
Give us some sense of how integrating all the post and visual effects worked.
Ryan Fleck: We were using the volume stage, so we did have images, and for the aerial battles, we had stuff for the actors to respond to, but they were not dialed in completely. A lot of that happened after the shooting. In fact, most of it did. (Jac can probably help elaborate on that because she’s still involved with the post process for the whole show.) It wasn’t like Mandalorian levels of dialed-in visual effects, where they were almost finished, and the actors could see. In this show, it was more like the actors were responding to previz, but I think that was hugely helpful.
On Captain Marvel, so often actors are just responding to tennis balls and an AD running around the set for eyelines. In this case, it was nice for the actors to see an actual airplane on fire outside their window for their performances to feel fresh.
Did you do a lot of previz?
Fleck: Yeah, we did a lot for those battle sequences in the air, and we worked closely with visual effects supervisor Stephen Rosenbaum, who was integral in pulling all that stuff together.
What did Jac bring to the mix? You hadn’t worked together before, right?
Fleck: No, and we like her energy. She has experience on big movies and small movies, which we appreciate, and so do we. We like those sensibilities. But I think she just has a nice, calm energy. She likes to have fun when she’s working, and so do we, but she’s also very focused on executing the plan. She’s an organized and creative brain that we really appreciated.
Boden: I think that we had a lot of the same reference points when we first started talking, like The Cold Blue, an amazing documentary with a lot of footage that was taken up in the planes during World War II. Filmmakers actually were shooting up there with the young men who were on missions in these bomber planes. That was a really important reference point for us in terms of determining where the cameras can be mounted inside one of these planes. We tried as much as possible to keep those very real camera positions on the missions so that it felt as reality-based and as visceral as possible and not like a Marvel movie. We used some of the color palette from that documentary as well.
It was also Jac’s working style to go to the set and think about how to block things in the shot list… not that we need to stick to that. Once we get in there and work it through with the actors, we all become very flexible, and she’s very flexible as well. Our work styles are very similar, and we got on really well. We like our sets to be very calm and happy instead of chaotic, and she has a very calm personality on-set. We immediately hired her to shoot our next feature after this show, so we’re big fans.
Was it a really tough shoot?
Boden: Yeah. We started shooting in July and finished in October. That’s pretty long for two episodes, but COVID slowed it all down.
Fleck: I’ve never shot in London or the UK before, but I loved it. I loved the crews; I loved the locations. We got to spend time in Oxford, and I fell in love with the place. I really loved exploring the locations. But yes, there were challenges. I think the most tedious stuff was the aerial sequences because we had mounted cameras, and it was just slow. We like to get momentum and move as quickly as we can when shooting.
Even though this is TV, you guys were involved in post to some degree, yes?
Ryan Fleck: Yes, we did our director’s cuts, and then Gary kept us involved as the cuts progressed. We were able to get back into the edit room even after we delivered our cuts, and we continued to give our feedback to guide the cuts. Typically, TV directors give over their cuts, and then it’s “Adios.” But because we worked so long on it and we had a good relationship with Gary and the actors, we wanted to see this through to the end. So we stayed involved for much longer than I think is typical for episodic directing.
Typically, on our films, we’re involved in all the other post departments, visual effects and sound, every step of the way. But on this series, we were less involved, although we gave notes. Then Jac did all the grading and the rest of the show. She kind of took over and was very involved. She’ll have a lot of insights into the whole DI process. (See Sidebar)
Anna, I assume you love post, and especially editing, as you edited your first four features.
Boden: I love post because it feels like you’ve made all your compromises, and now all you can do is make it better. Now your only job is to make it the best version of itself. It’s like this puzzle, and you have all the time in the world to do the writing again. I absolutely love editing and the process of putting your writing/editing brain back on. You’re forgetting what happened as a director on-set and rethinking how to shape things.
Give us some idea of how the editing worked. Did you also cut your episodes?
Boden: No, we hired an editor named Spencer Averick, who worked on our director’s cut with us. Every director was able to work on their director’s cut with a specific editor, and then there was Mark Czyzewski, the producer’s editor, who worked on the whole series after that. We worked with him after our director’s cut period. We went back into the room, and he was really awesome. We edited in New York for a couple of weeks on the director’s cut, and then we were editing in LA after that in the Playtone offices in Santa Monica.
What were the big editing challenges for both episodes? Just walk us through it a bit.
Boden: I’d say that one of the biggest challenges, at least in terms of the director’s cut, was finding the rhythm of that Episode 5 mission. When you have a long action sequence like that, the challenge is finding the rhythm so that it has the right pace without feeling like it’s barraging you the whole time. It needs places to breathe and places for emotional and character moments, but it still has to keep moving.
Another challenge is making sure viewers know where they are in every plane and every battle throughout the series. That ends up being a big challenge in the edit. You don’t realize it as much when you’re reading a script, but you realize it a lot when you’re in the edit room.
Then, for Episode 6, it was about connecting the stories because in that episode, we have three main characters — Crosby, Rosenthal and Egan — and they’re in three different places on three very separate journeys, in a way. Egan is in a very dark place, and Rosenthal is in a dark place as well, but he finds himself in this kind of palatial place, trying to have a rest. And then Crosby’s having a much lighter kind of experience with a potential love interest. The intercutting between those stories was challenging, just making sure that the tones were connecting and not colliding with each other, or if they were colliding, colliding in a way that was interesting and intentional.
How hands on were Spielberg and Hanks, or did they let you do your own thing?
Fleck: We mostly interacted with Gary Goetzman, who is Tom Hanks’ partner at Playtone. I think those guys [Spielberg and Hanks] were involved with early days of prep and probably late days of post. But in terms of the day-to-day operations, Gary was really the one that we interacted with the most.
Boden: One of the most wonderful things about working with Gary as a producer — and he really is the producer who oversaw this series — is that he’s worked with so many directors in his career and really loves giving them the freedom and support to do what they do best. He gave us so much trust and support to really make the episodes what we wanted them to be.
Looking back now, how would you sum up the whole experience?
Fleck: All of it was challenging, but I think the biggest challenge for us was shooting during COVID. We kept losing crew members day by day, and it got down to the point where everybody had to test every day and wait for their results. We would have crew members waiting three to four hours before they could join us on-set, so that really cut the amount of shooting time we had every day from 11 hours down to six.
Boden: Some days we’d show up and suddenly find out an hour into the day that we weren’t going to get an actor that we were planning to shoot with, so we’d have to rearrange the day and try to shoot without that actor. That was a big challenge.
Fleck: The great thing for me was how much I learned. Back in history class, you get all the big plot points of World War II, but they don’t tell you about how big these B-17s were, how violent it was up in the air for these guys. You think of the D-Day invasion when you think of the great milestones of World War II, but these aerial battles were unbelievably intense, and they were up there in these tin cans; they were so tight and so cold. I just couldn’t believe that these kids were sent into these situations. It was mind-boggling.
Boden: I also learned a lot through the process of reading the material and the research about the history of these specific people in the stories. But I’d say that one of the things that really sticks with me from the experience was working with this group of actors. That felt very special.
DP Jac Fitzgerald on Shooting Masters of the Air
Jac, integrating all the VFX with visual effects supervisor Stephen Rosenbaum must have been crucial.
Yes. When I started the show, I imagined that the majority of the VFX work would be done on the volume stage. But then I realized that he had a whole World War II airfield to create on location. Obviously, we had the tower structure for the airfield, and we had two planes, one of which was being towed. And it was all so cobbled together from the outside.
Jac Fitzgerald
The planes looked like they were complete, but they weren’t moving by themselves. They didn’t have engines in them or anything. What was interesting to me was the extent of the visual effects that Stephen had to do on the exteriors. We only had two plane bodies, but at any one time when you see the airstrip, there are 12 planes there or more. So there was a huge amount of work for him to do in that exterior world, which was actually as important as the VFX in the volume.
What about the DI? Where did you do all the grading?
It was predominantly in LA at Picture Shop with colorist Steven Bodner, who did the whole show. And because of the enormous amount of VFX, it was obvious early on that things were going to need to be done out of order in the DI.
At first, they thought that my two episodes [5 and 6] would be the first ones to have the DI, as Adam Arkapaw was unavailable to do his episodes [1 through 4] because he was working on another film. At the time they thought they would go in and do my episodes and start prepping and setting the look for episodes 1 through 4 as well. Then it became clear that the DI schedule would have to adjust because of the enormity of the VFX.
Stephen Rosenbaum spent a lot of time making the footage we’d shot and all the VFX worlds collide. I think he had an extraordinary number of people from vendors around the world involved in the project, so there was certainly a lot of cleaning up to do. We all did a lot of work on the look in the DI, trying to make it as seamless as possible. And then again, because episodes 1 through 4 needed so much VFX work, we did my episodes and then we did 7, 8 and 9, and then we went back to 1 through 4. It was certainly a lot of jumping around. I wish that we could have mapped it all from beginning to end, but it wasn’t to be.
Industry insider Iain Blair has been interviewing the biggest directors in Hollywood and around the world for years. He is a regular contributor to Variety and has written for such outlets as Reuters, The Chicago Tribune, The Los Angeles Times and the Boston Globe.
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Did you follow the look created in the pilot? 
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