Cinematographer Lachlan Milne ACS on Shooting ‘Stranger Things 3’

A love letter to the 1980s classics that captivated a generation, the third season of science fiction-horror series Stranger Things sees Australian cinematographer Lachlan Milne ACS behind the cameras.

Come behind-the-scenes on Netflix’s highest-rating show ever and learn how the cinematographer shot four groundbreaking episodes of this blockbuster series.

By James Cunningham.

(L-R) Noah Schnapp, Caleb McLaughlin, Millie Bobby Brown, Finn Wolfhard, Sadie Sink, Charlie Heaton and Natalia Dyer in Season Three of 'Stranger Things' - IMAGE Netflix
(L-R) Noah Schnapp, Caleb McLaughlin, Millie Bobby Brown, Finn Wolfhard, Sadie Sink, Charlie Heaton and Natalia Dyer in Season Three of ‘Stranger Things’ – IMAGE Netflix


It’s 1985 in Hawkins, Indiana, and summer’s heating up.

School’s out, there’s a brand new mall in town, and the Hawkins crew are on the cusp of adulthood. Romance blossoms and complicates the group’s dynamic, and they’ll have to figure out how to grow up without growing apart. Meanwhile, danger looms. When the town’s threatened by enemies old and new, Eleven (Milly Bobby Brown) and her friends are reminded that evil never ends; it evolves. In the third season of the hot Nexflix series Stranger Things, they’ll have to band together to survive, and remember that friendship is always stronger than fear.

Australia Cinematographer Lachlan Milne ACS (Hunt for the Wilderpeople, Down Under, Little Monsters) was in Melbourne on a television commercial in April of 2018 with directing duo brothers Jonathan and Josh Baker, who were back in Australia having just finished their first feature film Kin (2018). That film was produced by Dan Cohen and Shawn Levy, through Levy’s company 21 Laps. 21 Laps also produced Arrival (2016) with Denis Villeneuve and the previous two seasons of Stranger Things.

We were scouting some rural Victoria locations when the Baker brothers casually mentioned they’d dropped my name to Dan Cohen who was looking for another cinematographer for season three (of Stranger Things), says Milne. It turned out that Hunt for the Wilderpeople, which Milne had shot for Taika Waititi, was Cohen’s favourite film of 2016. “The following morning there was an email from my U.S. agent to set up a Skype call with Cohen, Shawn Levy and line producer Iain Patterson. The twenty-one minute call was mostly visual effects and logistical questions about
working in television, which I had never done.

The following day another email came to Milne, about a call with Matt and Ross Duffer; known as The Duffer Brothers and the creators of Stranger Things. “They were deep in pre-production for season three, which for them is both writing the episodes and directing half of the show, so their availability in a time window that worked for me was difficult, but we managed to find forty minutes early one morning before I started shooting,” says Milne.

I instantly liked them,” remembers Milne. “They’re huge film fans so we chatted about movies, influences on the show, how they like to work and what I could expect if I got the job. The following morning there was an offer which I accepted.

Cinematographer Lachlan Milne with Visual Effects Supervisor Paul Graff on the set of the third season of Netflix's 'Stranger Things' - PHOTO Tina Rowden
Cinematographer Lachlan Milne with Visual Effects Supervisor Paul Graff on the set of the third season of Netflix’s ‘Stranger Things’ – PHOTO Tina Rowden

Milne was coming in to shoot four of the third season’s eight episodes. “I shot half the series,” says Milne. “Two blocks with two episodes in each. Shawn Levy directed episodes three and four and the Duffer Brothers directed episodes seven and eight. I also stepped in for Ives on a few days of his blocks, so I actually ended up shooting scenes across all eight episodes with ether the Duffer Brothers or Uta Briesewitz directing.

By the time he signed on as cinematographer Tim Ives ASC, who had shot most of the previous two seasons Stranger Things, had done some camera and lens testing with the Duffer Brothers. They chose the Red Monstro recording FF 8K, but framing for a 2:1, 7K extraction. They liked the the Leica Thalia lenses coupled with some Angenieux full frame zooms. Netflix has a 4K deliverable requirement for all its original content and the previous two seasons of Stranger Things had been shot on Red.

This was uncharted territory for me as I’d never inherited anything before,” says Milne. “I’ve always been involved in the creative world, building conversations you have with a production designer and director before you start a project. I knew that there would be a need for some form of consistency, especially on a show that is so visually iconic.” There was a lot Milne loved about the look of seasons one and two, but he did have some ideas that he was keen to discuss with the team when he got on the ground. “Tim Ives and I had a chat about lighting and filtration, and I went to set as soon as I landed to sort of absorb everything via osmosis,” explains Milne.

Jim Hopper (David Harbour) and Joyce Byers (Winnona Ryder) in the third season of Netflix 'Stranger Things' - DOP Lachlan Milne
Jim Hopper (David Harbour) and Joyce Byers (Winnona Ryder) in the third season of Netflix ‘Stranger Things’ – DOP Lachlan Milne

It’s an achingly period-specific show, and so much care is put into legitimising that, which I love,” he says. “I use a lot of practical lighting in all my work. I like to give actors as much flexibility in a space as I can and I like to work quickly. We spend as much time shooting the scene as we can, rather than setting up for it. Most of the interior sets have a lot of practicals. Colour, though, was the biggest thing we looked to bring in through both production design and with lighting.

Milne hadn’t actually physically met anyone on the crew before he arrived. The camera department was a mix of veterans from the previous seasons and some, like Milne, who were there for the first time. “The biggest thing for me initially was not operating,” says Milne. “I’ve done plenty of B or C camera jobs but I’d always operated A-cam so this was new. It was actually in the end the only way to do it.

There was so much planning for the show that Milne needed the time to prepare with the grip and gaffer. It would have been impossible if he was operating as well. The schedules were tight for both of Milne’s shooting blocks, but he was able to bring in extra resources when things got tough. “Block two was thirty-two days and block four was forty-one days,” he says. There was also a second unit working during the final block that inherited work from all eight episodes.

“ The Duffer brothers really wanted it to look and feel like a ‘summer blockbuster’, which I think and hope it does. ”

Second unit would do some of the insert work, car drivebys and some stunt work that didn’t involve much of the key cast. With the exception of the town hall and the mayors house, everything in my blocks was built. We had seven sound stages with, on average, three sets in each. Plus the mall. Plus another warehouse with the huge Russian laboratory set in it,” explains Milne.

Some of Stranger Things was storyboarded, but these scenes tended to be the more visual effects or stunt-heavy scenes so that Milne and his team could demonstrate to other departments what the ‘idea’ of the scene would be. “We did shot list the entire episodes so we always had that to draw on as a starting point,” says Milne.

Mike (Finn Wolfhard and Will (Noah Schnapp) in the third season of Netflix's 'Stranger Things' - DOP Lachlan Milne ACS
Mike (Finn Wolfhard and Will (Noah Schnapp) in the third season of Netflix’s ‘Stranger Things’ – DOP Lachlan Milne ACS

The scene with Mike (Finn Wolfhard) and Will (Noah Schnapp) silhouetted by the rain was part of a sequence where the audience starts to feel a burgeoning divide between the guys. “Girls are big on the scene now and the dynamic between them is changing,” says Milne. “This was one of the frames Levy and I loved on the location scout so we planned to stage the scene with the boys under the car port but with the rain in the background.

The third episode is predominately happening during an electrical summer storm that takes place for most of the scripted afternoon and into the night. “We shot this scene during the peak of the Georgian summer where it was common for us to get big electrical storms rolling through in the early afternoon,” says Milne. “The day we shot this, however, nothing but sun.

The visually striking scene was filmed just outside practical set of the Wheeler house, which faced almost due east. “There was a small rise in the landscape behind the driveway, when we scouted the location we decided to shoot it in the early morning meaning we could put two 20×20 solid fly swats together on Condors then cut the direct light coming into the car port and onto the car, using the sloping background as a cutter before the sun got high enough to light it,” explains Milne.

He continues, “I cooled the colour temperature of the camera down to 3800k and underexposed it by a few stops. I cut as much of the direct sun off the scene as we could. We had one 80-foot Condor providing our pouring rain. The guys performances are great. It’s two friends realising they’re growing apart and I really wanted it to feel a bit ‘sadder’, if that makes sense.

Two boom operators with actors Finn Wolfhard, Caleb McLaughlin and Noah Schnapp filming on the third season of Netflix 'Stranger Things' - PHOTO Tina Rowden
Two boom operators with actors Finn Wolfhard, Caleb McLaughlin and Noah Schnapp filming on the third season of Netflix ‘Stranger Things’ – PHOTO Tina Rowden

‘The Black Void’ sequences in Stranger Things are visual projections from the mind of Eleven (Brown). It’s a place where Eleven can tap into both the past and the present. “In both previous series it’s been a major plot device but in season three it has a slightly different look to it,” says Milne. “It’s essentially a square pool in one side of one of our seven sound stages painted black with about an inch of water, surrounded by 270 degrees of duvetyn around thirtyfeet high,” the cinematographer explains. “The rigging team built a huge white box above it filled with dmx controlled LEDs which we teased off the walls as much as possible.” Any movement in the water created ripples which would reflect the light, meaning the only way for Milne to shoot was using a 50-foot Technocrane.

Although the sequence does feel a bit like a similar visual device from Jonathan Glazer’s Under the Skin (2013, cinematography by Daniel Landin BSC) the Stranger Things crew never mentioned that as a reference. “We did give it a slightly different grade this year,” says Milne. “It feels much more ‘natural’ in terms of the rest of the look of the show. In the past it has had a more washed out or duotone feel to it but this year it’s a lot more like everything else. I guess essentially because it’s less about memories and more about tapping into a live event.

Milne created some beautiful light and shadow play in the now deserted Hawkins Laboratory; very ‘film noir’ in fact. “This sequence was one of the more challenging,” says Milne. “Hopper (David Harbour) and Joyce (Winona Ryder) bust in to try and find answers about why things in Hawkins are playing up again. It’s happening during a storm, underground, in a place where the power has been cut off, so there’s nothing in the way of motivated lighting sources.” Levy, gaffer Dan Murphy and Milne talked at length about this scene and the best way to approach it. “Some form of practical fixtures would have been easier but I kept struggling with the plausibility of it,” he says.

Mike (Finn Worlfhard), Johnathan (Charlie Heaton) and Will (Noah Schnapp) in the third season of Netflix's 'Stranger Things' - DOP Lachlan Milne ACS
Mike (Finn Worlfhard), Johnathan (Charlie Heaton) and Will (Noah Schnapp) in the third season of Netflix’s ‘Stranger Things’ – DOP Lachlan Milne ACS

Despite it being harder to work out, I didn’t want to use anything but non-directional ambience. I pitched that both Hopper and Joyce had flashlights, so they could help light each other and pick out parts of the location that we wanted to see. The frame with the silhouette of Hopper’s revolver on the wall, in particular, was one of those things that just happened.

Milne needed actor David Harbour to do most of the lighting for this scene with his torch. The scene was shot on Steadicam in the original Hawkins Laboratory set and Milne wanted to try and keep the coverage simple, which made lighting in a low-ceiling corridor pretty tricky.

Milne asked Harbour to use his flash light as the main lighting source, dialled-up the ISO of the camera a little and covered his Steadicam operator in white muslin so when the beam passed through to him the bounce back would light the actor’s face. “I needed to see the doorway he was about to enter so had him point his flashlight at it. During the rehearsal we caught a glimpse of the revolver silhouette and immediately loved it,” says Milne. “We blocked it in a way that you see in the show. One of those great discovery moments in filmmaking.

Eleven (Millie Bobby Brown) and Max (Sadie Sink) in a scene from the third season of Netflix's 'Stranger Things' - DOP Lachlan Milne ACS
Eleven (Millie Bobby Brown) and Max (Sadie Sink) in a scene from the third season of Netflix’s ‘Stranger Things’ – DOP Lachlan Milne ACS

Another inspired shot from the show is the simple moment where Eleven and Max (Sadie Sink) are looking at a family portrait on the wall and their faces are reflected back through the portrait to the audience. “This shot was actually in the script, so it’s straight from the Duffer Brothers,” says Milne. Originally it was to take place in the entryway of the house but the location didn’t really allow for it so Milne worked it into one of the adjacent hallways.

Millie Bobby Brown had just returned back to work after fracturing her knee during a break in shooting so she couldn’t move too freely but was a trooper for soldiering on through it as best she could,” says Milne. “You have to over light the people in the reflection in a way that if you were to pan over to them they would be a stop or two overexposed, but it looks normal in the glass. It was a tight spot and being a real location we couldn’t pull walls, but we found a way.

Milne found a way, too, to achieve a sneaky reference to Alfred Hitchcock’s Psycho (1960, cinematography by John Russell) in a shower scene with David Harbour. “Again, this was in the script,” says Milne. “It wasn’t strictly a Hitchcock reference, but how can you look at a shower head like this without thinking of that great shot. I had a rain deflector and the camera bagged so we only got a few seconds before the condensation set in. Luckily it was just enough.

“ The fairground was a colossal achievement. ”

Probably one of the most epic and colossal achievements from the cinematography of Stranger Things was the Hawkins Fairground location. Anybody who has watched (or bingewatched) the third season will appreciate how daunting this would have been for any experienced cinematographer, but also how effective the finished product is and how beautiful the end results are.

The fairground was a colossal achievement,” says Milne. “Three weeks before we got there it was an empty field reserved for a medieval recreation festival. All of the rides were period appropriate. A lot of them were trucked in from all around the country. Production designer Chris Trujillo, art director Sean Brennan and set decorator Jess Royal deserve a lot of the praise. Royal in particular has a huge passion for lighting detail, to the point that her and I would talk at length about what period lighting each ride should have.

Filming at the Hawkins Fairground location for the third season of Netflix 'Stranger Things' - PHOTO Tina Rowden
Filming at the Hawkins Fairground location for the third season of Netflix ‘Stranger Things’ – PHOTO Tina Rowden

One of the many beauties of Stranger Things is its attention to period detail. “We all want it to feel as immersivley 1980s as we can,” says Milne. “Luckily we had the resources to essentially downgrade all of the rides that had been converted to LEDs back to either incandescent or fluorescent.” Milne wanted the location to do as much of the lighting as possible.

We gelled many of the fluorescent tubes so that there was a lot of colour contrast from stall to stall,” he explains. “We didn’t want things to feel uniform in colour, or like we’d tried to control everything. When we were plotting the stalls out on paper we were conscious of how narrow we made each of the laneways. One reason was because we had over four-hundred extras; which sounds like a lot but when you’re talking about filling rides and ferris wheels with people plus a bunch milling around playing the sideshow games they disappear pretty quickly. The other reason was because most of the action was going to go down in these laneways, with multiple cameras and a lot of Steadicam work. I wanted to be able to give the actors and the Duffer Brothers as much freedom as possible to go where they wanted.

Milne ran incandescent festooning between the laneways partly because he says they always look great out-of-focus, but also to justify any supplemental lighting he might need to do. “I wanted it to feel as honest as possible, in the sense that the lighting felt like it was coming from the set alone to keep things as legitimate as possible,” he says.

Cary Elwes plays Mayor Larry Kline in a scene from the third season of Netflix's 'Stranger Things' - DOP Lachlan Milne ACS
Cary Elwes plays Mayor Larry Kline in a scene from the third season of Netflix’s ‘Stranger Things’ – DOP Lachlan Milne ACS

Having said that, we still had a few Condors floating around,” he continues. “I had one 80-foot high with a 20×20 half-grid box on it as a mobile base ambience source that could fill in some of the more spread out areas that had very little practical lighting. I didn’t want a moonlight flavour to any of the fairground so tended to lean on the warmer side of things. We had two Skypanel 360s inside a box which ran back to the desk. I could balance the colour temperature based on which part of the Fairground we were filming in.

Milne and his team also had to simulate off-screen fireworks which go off during the 4th of July celebrations. The cinematographer used a 130-foot Condor with three S360 Skypanels playing a fireworks effect that we had programmed. Milne asked the art department to put in a bunch of street lights for the carpark with some mercury vapours to give it a ‘greeny blue’ contrast and had another 80-foot Condor and S360 rig providing the colour-matched fill.

We did a lot of crane work,” says Milne. “At one point we had two 50-foot Technocranes and a third 75-foot between my unit and some second unit work we were bouncing between. Towards the end of filming I ended up with six Condor rigs all doing different things. Once we’d finish a main unit shot we would brief main unit on the next set up before the Duffer Brothers, the first assistant director and myself would walk to the other end of the fairground to second unit. We would radio for our Condors to turn off and the ones we’d placed for second unit to turn on so we didn’t pollute the other part of the location. The scale can’t be understated. It was as big as it looked.

Within the Hawkins Fairground there is a Hall of Mirrors fairground attraction, and what better place for the production to stage a shootout between Hopper and a Russian agent. “The Mirror Room was one of those sets that we talked about for weeks,” explains Milne. This was a complicated build with a lot of specific requirements. The script called for a more suspenseful moment in the episode, with two guys hunting each other down. It was written as being a Ultra-Violet (UV) mirror space with all the walls UV paint.

Royal, Murphy the gaffer and I tested a lot of different combinations of paints, lights and gels to try and find the right look,” Milne says. “I’ve shot UV lights before and you don’t get much output from them. We tried super-blue kino tubes, domestic fluoros, UV tubes and domestic combos and different paints. I knew all the fixtures were going to be in shot all the time but I didn’t really want to be staring at the tubes on the walls as they’d reflect everywhere and I feared they’d be a distraction. Also, I’d be relying solely on the practical lights for exposure. That only left us with lighting from the roof.

Steve (Joe Keery) and Dustin (Gaten Matarazzo) in a scene from the third season of Netflix's 'Stranger Things' - DOP Lachlan Milne ACS
Steve (Joe Keery) and Dustin (Gaten Matarazzo) in a scene from the third season of Netflix’s ‘Stranger Things’ – DOP Lachlan Milne ACS

The design of the room would only allow space for 2-foot tubes so Milne positioned them in triangles, gelling them individually and moderately flickering them which helped give it a bit more disorientation during the sequence. “Stunt supervisor Hiro Koda and second unit Steadicam operator Brandon Thompson rehearsed for hours but pulled off a fantastic shot and they deserve a lot of the praise,” says Milne.

One of the centrepieces of the third series is Hawkins’ newly-built Starcourt Mall. The location the filmmakers used was a partially abandoned shopping centre, the Gwinnett Place Mall, about forty minutes north of downtown Atlanta, Georgia, made to look like it might have done in the 1980s. The mall was built in 1983 which put it only two years before the script for Stranger Things required. The task of refurbishing an entire abandoned shopping centre was, indeed, epic.

The art department spent months turning this into the most detailed set I’ve ever seen in my life. You could go into any of those forty something stores and it was picture ready,” says Milne. “The books in Waldenbooks, the Ataris and Commodore 64 gaming consoles in the video game shop. Everything on every shelf would have been there in 1985.” The wardrobe department custom tailored clothes in a 1980s recreation of The Gap. Every neon fixture was custom made. “Even the money in the cash registers were 1985 US bills!

The script called for both day and night scenes but the times of day we would need to shoot these could most likely be different,” explains Milne. “Key grip Ray Brown and his department had both a half-grid cloth and full-solid custom built to cover the entire atrium of the food court, as well as the adjacent hallways so we could shoot both day for night and control the direct sun. Rigging grip Steve Kuipfer constructed 40-foot by 60-foot sections with angular cuts to fit the windows. The total coverage was 10,000 square feet!

Dustin (Gaten Matarazzo), Steve (Joe Keery) and Robin (Maya Hawke) in the third season of Netflix's 'Stranger Things' - DOP Lachlan Milne ACS
Dustin (Gaten Matarazzo), Steve (Joe Keery) and Robin (Maya Hawke) in the third season of Netflix’s ‘Stranger Things’ – DOP Lachlan Milne ACS

Rigging gaffer John Hilton and the rigging electricians spent weeks re-wiring the entire shopping mall building so that the Stranger Things crew could run every fixture through the lighting desk. “When it came to the finale, the biggest thing we had to work out was our neon lights,” says Milne “Neons are beautiful but they’re temperamental. Especially when you turn them on and off frequently.

Jess Royal, John Hilton, visual effects supervisor Paul Graff and Milne talked for days about how to achieve the results they wanted. The four key crew members spent a Saturday night in the mall with a camera testing different ballasts, Variac dimmers as well as some LED neon-style light ribbon. Milne desperately wanted to just use the existing fixtures but nothing was going to replicate them in the same way that the cinematographer wanted. In the end, after testing about six of the neons through a different ballast for eight hours without failure, Milne risked it and got the company who designed them to change over all the ballasts in the mall to new ones. It was a big gamble for the cinematographer, but in the end all the flickering you see in the season finale is ‘in camera’ and it really pays off.

I had never used colour before in such a way as I did in Starcourt Mall,” says Milne. “Most of my work in there took place at night, after everyone had left for the day. The shops had shut down and turned off most of their lights. I spoke with the Duffer Brothers and we all really wanted to make the Mall feel like it was doing most of the lighting work.” Milne had a few 360-degree sky panels on the floor and would change the colour of them according to what the closest neon fixture to the actors was. “The middle of the atrium had a base level of super blue overheads, so depending on where you were, you could go from orange, to green, to red or to deep theatrical blue.

When the ‘epic battle’ in the final episode actually started, Milne wanted things to feel overall cooler than before but with the same colour highlights from the neons. “We were planning to have fireworks go off within the mall, so I thought the colour contrast between them and the blue of the mall would look just perfect,” he says. “For the fireworks, we built four 20-foot high rigs of three S30 Sky Panels and put a firework colour sequence in them so that the visual effects team would have interaction to work with on both the structure and the cast. Most of the work in there we shot with the 50-foot Technocrane.

Eleven (Milly Bobby Brown) in the third season of Netflix's 'Stranger Things' - DOP Lachlan Milne ACS
Eleven (Milly Bobby Brown) in the third season of Netflix’s ‘Stranger Things’ – DOP Lachlan Milne ACS

This article wouldn’t do the third season of Stranger Things any justice without discussing one sequence. Without mentioning any spoilers for those who have not yet watched the show, for we’ll call it ‘the Neverending Story scene’. “That scene is so great for so many reasons,” says Milne. “It’s the scene that jumped off the page when I read it. It’s just so good. From every characters’ performance, to how it takes a time-out from all the action… its so fun.

Milne had no idea what a great voice Gaten Matarazzo (Dustin) had until he rolled the camera. “When we shot it, both actors were singing at the same time, with the other just off-camera in another room. The on-camera actorwas using an in-ear receiver so they could hear each other and match their harmonies,” he says.

We had the cast pre-record the song and we played it to the other cast members in the various other scenes, rolling the first time they heard it,” explains Milne. “Brett Gelman’s (Murray) take on it was so great. When we scheduled shooting we had to time it so to make sense for each of the three groups positions within the story to make sense, and then through the genius of first assistant director Tudor Jones, we worked those moments into the strip board.

There are many shots and sequences that Milne loves for different reasons. “I like the scale of the wide-angle shot of Billy and the monster in the flickering mall because of what we had to do to pull it off in-camera as much as we could,” Milne says. “I love the 75-foot super techno shot of Hopper sliding down the funhouse and running to his car as it then speeds away. I like the wide push in to the mall at the end where Joyce and Will Byers reunite with the army and helicopters, and the shot where Paul Reiser’s character steps into frame in the blown up Russian weapon room.

The Duffer Brothers really wanted it to look and feel like a ‘summer blockbuster’, which I think and hope it does,” says Milne.

The cinematographer is currently in Oklahoma about to wrap on an A24 produced film about a Korean family that moves to Arkansas in the 1980s, before doing a Fox Searchlight film with Taika Waititi later this year.

Lachlan Milne ACS is a multi-award winning cinematographer and proud member of the ACS.

James Cunningham is the Editor of Australian Cinematographer Magazine.

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