'Looper': Rian Johnson's Personal Behind-the-Scenes Photo Tour

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While making his sci-fi time travel thriller Looper (out Sept. 28), writer-director Rian Johnson (Brick, The Brothers Bloom) constantly had his trusty Leica M6 camera at his side to document the process, often purposefully using super grainy black-and-white film stock to give his shots an evocative, noir-y feel. But it was a mistake in the development process that lent this shot — of star Joseph Gordon-Levitt in make-up designer Kazuhiro Tsuji's workshop, as the actor went through the process of transforming his face into a younger version of Bruce Willis — its smoky allure. ''I had actually messed up developing it and used some expired film developer,'' says Johnson. ''But it gave this kind of beautiful cloudiness to it that I actually really love. This was makeup test number one, the first time we took a look at the makeup and put it up against the life cast of Bruce and saw how we did.''

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The film's premise revolves around mob assassins called Loopers, who kill marks sent back from the future — until they're called upon to kill their future selves, and close their loop. Unfortunately, when Joe (Gordon-Levitt) meets his older self, he's played by Bruce Willis. Johnson deliberately hoped Willis' persona as ''the man with the plan'' would work in the film's favor, but that suffer-no-fools reputation also carried over off camera as well.

''Even for me, snapping a shot of Bruce, I always felt like I was doing something clandestine,'' says Johnson, laughing. ''It always felt like the instant you got a bead on him [with the still camera], his eyes would snap right up and give you a look. I would get nervous and put the camera down really quick. So any shot that I managed to get of Bruce, I'm very proud of. It's a bit like hunting bears.''

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''This was a scene that actually ended up getting cut from the movie,'' says Johnson, ''where [older Joe] is contemplating this quest that he has and considering whether he wants to go through with it or not. Just off to the left is a rig that we had with a bunch of fake rain that was about to pour down on him.'' So why did Johnson cut it? ''It was one of those things where it was a really nice scene, but just pacing-wise, it felt like a repeated emotional beat. It came at a moment in the movie where we needed to kind of step on the gas a little more, and we felt like we already had established his conflict.''

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When Joe loses track of Older Joe, his mob minders are none too happy and come hunting for them both. Here we see Joe escaping from his apartment, right before a righteous fall prominently featured in the film's trailer. ''We had kind of like a little false window built in the side of the building,'' says Johnson. ''So the building went up three stories, and we built the false fourth story with a little fake candy glass window for the stuntman to jump through. I was leaning out the hole in that wall that the camera crane is coming out of — probably leaning out a little too far, I would guess.''

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When Joe does fall from the ladder, Gordon-Levitt was rigged up for safety on what turned out to be a very special day for the star. ''This was on Joe's 30th birthday,'' says Johnson. ''We had him hanging there in the air as we sang happy birthday to him and wheeled out a tray of cakes,'' he adds with a laugh.

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''That's Noah Segan,'' says Johnson. (Segan starred in the filmmaker's directorial debut, the high school film noir Brick.) ''[He] plays Kid Blue, who rides that line of being halfway between a villain and a sympathetic clown. He's one of the gangsters, and he kind of always gives Joe a hard time.''

''Noah is the guy who got me into Leicas,'' Johnson adds. ''His grandfather was Arthur Rothstein, who was one of the great photographers who went around the Dust Bowl back in the [Great Depression], taking photographs of that whole period.''

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Johnson's assistant Hunter Holder — a photographer in his own right — took all the shots that Johnson himself was in, including this one of the director sitting with Segan and a semi-obscured Gordon-Levitt on a set meant as a funky anteroom for the mob boss played by Jeff Daniels. ''This is the [scene] where Noah really gets to show off his gun-spinning,'' says Johnson. ''Noah took a bunch of classes and did a lot of practice to figure out [how] to swing this massive revolver on his finger. It's like an eight-pound gun or something crazy like that. And I ended up using the one take where he accidentally flubbed and nearly dropped it, 'cause I thought it was funny. Sorry, Noah!''

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The film's interiors were largely shot on a sound stage in New Orleans. ''Seeing the edge of the set is always the equivalent of kind of pulling back the curtain in my mind a little bit,'' says Johnson. ''That's a perspective that you hope the audience is never really privy to. ... But it's also what's really magical when you're on set. When you walk up to it, and you're in a big cavernous studio, and then you look through the camera, and it looks like you're in the basement of a mob den.''

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But for the two days spent shooting this pivotal confrontation scene between Joe and Old Joe, the production moved to a diner in the small town of Thibodaux, La. — about an hour outside of New Orleans — that was not quite what it seemed. ''We built an interior/exterior set, so when you see the outside of the diner, that actually is the set for the inside of the diner as well,'' says Johnson. ''We were in this little sweatbox shooting often with two or three cameras running at once. My favorite statistic for the whole shoot is, over the course of those two days, shooting this one scene, we burned more film than we did for the entirety of Brick. I enjoyed watching these guys work so much, I probably got more takes than I actually needed.''

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The location for the faux diner was actually not too far from another key location for a farm owned by Emily Blunt's character Sara (more on her in a bit). ''Those are the booths [behind Gordon-Levitt],'' says Johnson. ''And right down the road that we're looking at, that leads to Emily's farm. ... It was funny, 'cause the locals would pull up and ask when the diner was gonna open. Everyone was very excited there was a new diner in the town, and we had to disappoint them.''

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Even though the diner wasn't real, miraculously, the structure is still standing. ''I got an email saying that the diner survived [Hurricane] Isaac,'' the director says with a chuckle. ''I'm not sure what's gonna happen with it. Like most film sets, it's not built to last, so I'm sure at some point it'll come down and rot away. But for now, if you drive out to Thibodaux, you can still find our empty diner.''

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''This is another scene that was cut,'' says Johnson. ''Some of my favorite individual scenes in the movie ended up getting cut just for time. Originally, there was kind of a Miller's Crossing moment, where one of the [mobsters] dragged [Kid Blue] out to the back alley to shoot him, and then [Kid Blue] gets the drop on him and pulls this little gun off his ankle holster and shoots the guy. This was also a thing where rain played a big part in [the scene] — you can see the plastic on the camera.'' Johnson affects the voice of a tough Hollywood mogul. ''No rain in my pictures! This is not a rain picture!'' He laughs. ''Or any time that Noah did something difficult, I cut it.''

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Looper is set in 2044, but with a $35 million budget to create his future dystopia, Johnson embraced what he calls a ''grounded'' aesthetic — like when Segan rode on a ''slat bike'' that levitated off the ground. ''That green pole that the bike is sitting on was attached to a truck that's just out of frame,'' says Johnson. ''I didn't want to do just green screen and just comp [the bikes] on [in post production]. I wanted to have him actually in the environment. Then after the fact, we would digitally paint out the truck and that green pole and add in fumes underneath.''

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Johnson shot Brick with Gordon-Levitt and Segan in December of 2003, and the trio made Looper eight years later in the spring of 2011 — but this wasn't really a reunion. ''What's nice I've stayed very close friends with both Noah and Joe since shooting [Brick],'' says Johnson. ''It was like a group of friends working together. Joe's not in the makeup in this shot. He actually has his real face. So he'd just come by to say hello.''

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At this point, all Johnson is comfortable saying about Emily Blunt's character Sara is that she's a single mother who lives on a farm and ''she ends up factoring into the movie in, hopefully, a pretty surprising way.'' Like the diner, the exteriors around Sara's farm were shot in Thibodaux, including this major sequence in a dusty corn field. ''We were out on this sun-baked field for about a week,'' says Johnson. ''At the time, we were like, 'Oh, man, the sun is killing us, we can't wait to get out of here.' And then after we finished shooting, it rained one day. Because it's Louisiana, the water table is so high, [the rain] had nowhere to go, and so it turned [the field] into a mud lake. We realized how lucky we were to have that baking sun that whole week.''

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''In this sequence, there's a thing where a big event happens that kind of knocks [Emily] up in the air, and it did require some cable work,'' says Johnson. ''So Emily had to be very game for that. We had to get these huge cranes out into the middle of this field, so it was a big logistic nightmare. But she was a trouper. And Steve Yedlin is there on the left. He's our cinematographer. He's also one of my best friends that I've known since freshman year in college.''

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You're not imagining things. For this short scene between Blunt's character Sara and her young son (Pierce Gagnon), Johnson chopped their truck in half. ''That's what's called a 'buck,''' the director explains. ''You do that when you want to get a clear shot of the actors without having to get the camera up over the hood. It's used a lot in car commercials.''

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When it came time to shoot the scene where Joe and Sara first meet on her porch, Johnson realized what he had scripted wasn't quite working. ''This was one of the rare scenes in the movie where we realized there was some exposition in the scene that just felt kind of awkward,'' says Johnson. ''Joe's supposed to kind of be sick, and Emily is tending to him a little bit, and I think we were actually figuring out how to get some information across without just saying it. It's one of the great things about working with actors like Emily and Joe. If they kick something back to you, you know there's a real honest reason why they're doing it.''

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Other than the fact that Johnson got Gordon-Levitt's shirt off — ''as we should'' — the filmmaker wanted to be sure to single out Jamie Kelman at the far right of the shot. ''He applied the makeup every day and maintained it on Joe's face,'' says Johnson. ''Which was as big a job as designing the makeup — putting it on every day and maintaining it as [Gordon-Levitt] actually lived in it for the course of the day. Jamie was kind of a magician and really was responsible for how effective it ended up being.''

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''I think the fact that Joe and I were close friends was really crucial, especially on this movie, because there were so many technical things involved with it,'' says Johnson. ''Makeup was a big technical element of the performance, and he was going out on a very big limb. When you have a young, attractive actor, and you're asking him to put a bunch of junk on his face and pretend to be another actor, that's something some people would bristle at. At the very least, it's a huge challenge. And I just feel like the bond that we had and the fact that we really trusted each other as friends ended up being key to feeling like we could take the leap and try and pull this thing off.''