Infused with the stark rhythms and striking visuals of the American heartland, THE LOOKOUT was filmed entirely in Winnipeg, Canada – a dead ringer for the U.S. Midwest. To give the story a visual ambiance that echoes the inner stillness and outer discord of its lead character, Chris Pratt, Scott Frank worked closely with an especially creative team of craftsmen.

Jeff Daniels as Lewis and Joseph Gordon Levitt as Chris

Frank knew he would need an inventive and emotive cinematographer, which is why he turned to Alar Kivilo, whose films, including A SIMPLE PLAN and THE ICE HARVEST have demonstrated a strong affinity for finding the lyricism in icy, snow-covered landscapes. After meeting with Kivilo, the director knew Kivilo had the eye for the job. “He so clearly understood the story and the characters and he got that the film needed to be shot from the inside out – not imposing a style on the story but amplifying the characters through the photograph,” says Frank.

Kivilo and Frank envisioned every shot and angle together before they ever hit the set. “Alar and I basically spent a lot of time making the movie in our heads before we actually made the movie,” Frank muses. “The planning was an important part of it all.”

Says Mark: “Alar and Scott managed to use Winnipeg to capture both the emptiness and the beauty of the Midwest – which echoes all the themes of the story.”

Kivilo shot the film with the brand-new Panavision Genesis Camera, the same system pioneered in such recent films as SUPERMAN RETURNS and APOCALYPTO. The results amazed everyone in the cast and crew. “I’ve worked on digital films before but between the new camera and Alar’s skill, this film has all the grace and beauty of anything on celluloid,” says Joseph Gordon-Levitt.

Adds Roger Birnbaum: “Alar’s work on this film was extraordinary. He manages to give it both the intensity of a thriller and the intimacy of a character drama, as well as a real sense of the heartland.”

Further building the atmosphere of THE LOOKOUT is the work of production designer David Brisbin, whose career began with the indie classics DRUGSTORE COWBOY and MY OWN PRIVATE IDAHO and has recently included the Jane Campion thriller IN THE CUT and THE EXORCISM OF EMILY ROSE.

It was Brisbin who faced the task of turning the small city of Hartney in Canada into Noel, Kansas – and his sets put many in mind of the gorgeously desolate paintings of the American master Edward Hopper. “The town itself was the perfect casting,” notes Scott Frank. “It had a fantastic look with the grain elevator and the way it appears so empty at night. David and I seemed to share all the same sorts of visual ideas and thoughts on palette so it was a great collaboration.”

Another favorite location comes at the film’s climax, as a final showdown takes place against a wide-open horizon of lonesome plains. For this scene, Brisbin and Frank brought the cast and crew to the small country village of St. Pierre-Joly in Manitoba. The town’s rolling farmland look was ideal, at least on the surface. “Everything that could go wrong did go wrong there!” recalls Frank. “We had mud, we had rain, we had huge winds. But the weather gods did give us one gift – this beautiful fog rolling over the barren landscape which made for some stunning shots.”

Frank notes that the film’s hypnotic rhythm involves moments of haunting stillness that explode into action, and one of the biggest action sequences was the car crash that left Chris Pratt so grievously wounded and haunted by the past. To create a visceral, original crash that would convey just how fast Chris’s life changed, Frank relied on the talents of stunt coordinator Steve Ritzi. “The challenge was putting something together that felt terrifying without feeling like a stunt,” Frank explains. “We spent four months planning the crash, practicing with the car and really figuring out every move. Steve structured it, rehearsed it and placed every single camera to capture it best.”

Still, it wasn’t the action of THE LOOKOUT that pushed Frank most as a first-time director. “This movie has shoot-outs, car crashes, a bank heist, all the things you would think a director would be afraid of. But I’ll tell you what scared me the most,” he confesses. “It was shooting the scene of Chris at his family’s Thanksgiving dinner. Finding a way to keep the energy going in that scene and then contrasting it with the Thanksgiving dinner at the farmhouse was the most challenging thing of all, because it was about working with so many different characters and finding a rhythm to match them all together.”

The way that rhythm came together impressed everyone on the set. “You really got a sense of a kind of wave of energy occurring, where you had a whole cast and crew of people at the very beginning of doing their best work and that’s an exciting moment,” observes Walter Parkes.

In Frank’s vision, no matter what was happening on the set, it would always come back to the characters and especially to Chris Pratt. After all, it is Chris’s reality that continues to haunt even after the action is over – perhaps because his confusion, vulnerability and, ultimately his courage, reminds us of the mystery of being human.