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When Maximus is enslaved, he is sold to the School of Proxima, run by the notorious Proximo (portrayed by Oliver Reed, who passed away during production). The company began filming in two Casbahs outside Ouarzazate, Morocco, where production designer Arthur Max built a small, mud-brick gladiator arena. As the gladiator trainees march toward the arena, they travel through a surreal dye market in an alleyway, where raw wool is dyed in bright colors and hung in giant loops to dry. Mathieson recounts, "I took large frames that [gaffer] Roger Lowne made up, and we stretched flame red, deep red and primary red in great bits of 12’ by 4’ frames, then laid them across the alleyway. We didn’t have to light it we just let the sun smash through these frames, creating this incredibly intense color. I did, however, have to let some [straight] daylight cut through."

In Malta, the design team battled terrible winter weather to erect the palace district of Rome, using an old British military fort as a backdrop. As the production design team was finishing the sets, the camera crew was moving in right on their heels. "We left the hot deserts of Morocco for the wet spring of Malta, and we went straight into nights with no pre-light," Mathieson says. "We just had to hope it was right and that it would work. It would have been nice to have discussed that with Ridley, but he kind of liked it the way it was. All of the Scotts love a bit of chaos, I think."

Further complicating matters was the fact that the film’s script was undergoing a series of rewrites, which didn’t allow for much pre-rigging. "You never knew what was going to happen or who was going to end up doing what," the cinematographer laments. "That type of thing drives the crew crazy, especially in terms of lighting. Roger and Peter were good-humored about it, though. They would just say, "Okay, we’re going to do that again.’ That was the beast. That was Gladiator."

In their approach to the victorious army’s entrance into Rome, the filmmakers took a cue from Leni Riefenstahl’s notorious homage to Adolf Hitler, Triumph of the Will, striving to make the sequence appear starkly desaturated like newsreel footage. Expanding on the fascist motif while discarding the desaturation, Mathieson referenced black-and-white photographs of Nazi chief architect Albert Speer’s foreboding designs to make the emperor’s palace, composed of dark marble and hanging chiffon silks, look similar to the severe, contrasty Reichstag headquarters. "We didn’t use any gels on the lamps," Mathieson says. "The palace isn’t cold, but it doesn’t have that warmth about it. For both day and night scenes, we used a lot of Leelium balloons 5Ks that you could switch to 4K HMI sources because we were seeing the ceiling. You can just pull them in and park them over people’s heads, and they give you a nice ambience. There was always a lamp burning on a table, so I would try to get a little something in on the actors’ faces particularly that of Connie Nielson [who portrays Lucilla] with more Chimeras and some bouncing. I would take some of the toplight off her with a flag. When we were doing a close-up, we would also bring the balloon down so that it wouldn’t be so toppy."

The showpiece of the palatial district is the great Roman Colosseum, where senators and common folk crowd the stands to witness gladiators wielding a variety of weapons against each other and also against ferocious tigers. A lower portion of the Colosseum was constructed in the form of a "J," while the rest of the arena and the upper deck was added using computer-generated imagery (CGI) at Mill Film London.

Mathieson and Scott wanted a theatrical balance of light and shadow to play on the Colosseum crowd. Shadow was applied by computer on some test shots, but the results were unsatisfactory. After some investigation, Mathieson approached the architectural engineers Buro Happold who constructed the Millennium Dome in England and engineers Peter Heppel and Paul Romain to design a Roman velarium, or awning, thus allowing the practical creation of an accurate shadow. At Shepperton Studios, a small model of the Colosseum set was built, and a 1K lighting unit was placed as far away as possible to simulate the sun. Various shapes were placed on top of the model to determine what would cast the best shadow. This exercise was taken one step further when EuroHappold broke out an old heliostat that displayed on the model how those shadows would track during the day.

"It was the most expensive shadow ever, I think," says Mathieson, who made frequent use of Sun Path software to predict the sun’s positioning. "The velarium had about 17 of these enormous, trapezoidal shapes, which ran on cables, coming down it. If it hadn’t had those, it would have looked very flat. There were ribbons of light coming through these trapezoidal canvasses, and when we threw smoke and dust up, these shafts came down as very dramatic, long knives of light. If the shadow became too much, the sails were pulled back to allow more sunlight. Ridley’s very aware of where the light will be good, and he’ll support you."

In post, the practical velarium was digitally removed, and the rest of the Colosseum was completed in CGI, including a new, moveable velarium manned by digital, motion-captured slaves.

Though the project was much larger in scale than he is used to, Mathieson took it in stride. "Gladiator was a big step up for me," he admits, "but I’ve been in those situations before. Having a wonderful crew was a great plus. They worked bloody hard and got things done quickly."