‘Zoey 102’ Cinematographer on Elevating Beloved Children’s Series to a Romantic Comedy

Published on in Exclusive Interviews

In our latest interview, we spoke with Mathew Rudenberg, the cinematographer of the highly anticipated Zoey 101 reunion movie, Zoey 102, which premiered on Paramount+ July 27. 

Zoey 102 follows Zoey Brooks and the rest of the beloved Pacific Coast Academy alumni as they reunite for a wedding in the present day.

With the original series’ cast and fans now grown, Mathew approached this project with the intent of elevating its source material into a modern romantic comedy. Mathew gave it a polished, warm cinematic look that pays tribute to the classic films that define the genre, such as My Best Friend’s Wedding. During the scenes that take place at Zoey’s job on a reality show however, he wanted to create a visual contrast from the rest of the film. For those scenes Mathew used a more artificial, cool-toned look. Mathew cuts between widescreen and full-frame to emphasize the difference between the two styles, especially during scenes where the reality show and the actual movie are intertwined.

PH: Hi there Mathew! Can you share your production background? How did you get into cinematography?

Mathew Rudenberg: I grew up in South Africa, and while I knew I wanted to be a cinematographer, I knew nothing about the film industry and had no industry contacts. So I did the only thing I could think of--I moved to Los Angeles and went to the UCLA School of Theater, Film and Television. Upon graduating, I initially intended to follow the traditional path through the camera department, and I began working as a film loader and a second AC, trying to put my days together to join the union. 

However, that changed suddenly when I ended up as a 2nd AC on an indie film shot by the legendary gaffer John Buckly (Titanic, Memoirs of a Geisha). Seeing the incredible images he crafted, even with limited means, sparked in me a passion for lighting, so I decided that I would switch over to gaffing and key gripping. Around that time, I began to get opportunities to shoot some small features, where my understanding of lighting helped me stand out by creating cinematic images on a limited budget and schedule. 

One project led to another, and I just kept on shooting bigger shows, although I still have a passion for those indie projects and will dive in head first when a great one comes across my desk. 

PH: Can you share some of your first few projects and what those experiences were like?

Mathew Rudenberg: I was shooting a series of indie horror movies when an AD, impressed with my work, recommended me to David Katzenberg and Seth Grahame-Smith. They were putting together a pilot for an MTV comedy show called The Hard Times of RJ Berger and we had a great meeting, which led to me shooting the pilot. 

The show was picked up and with it, my whole crew and I joined the union. I was operating and DPing the entire show. David directed many of the episodes, and he was a great collaborator – always pushing for inventive and expressive camera angles, and for the first time I had all the tools I needed to actually create them. This led to a dual career where I bounce back and forth between genre and comedy projects, both of which I love. 

One of my favourite early projects was a highly expressive and subjective indie horror film called Sunchoke – directed by Ben Crescimen with Sarah Hagan as a disturbed killer and horror icon Barbara Crampton as her minder. I came in last minute, but because we shot the film in sequence, I was able to discover the story along with the actors. I felt like I, as the DP and camera operator, was a character in the film. We improvised, playing with sensory and subjective visuals inspired by Sarah’s amazing performance: macro imagery and unique tools like a lens I found that wobbles the iris, causing the image to rotate and shake. 

PH: How did you become involved with Zoey 102?

Mathew Rudenberg: I was in Atlanta shooting Die Hart 2: Die Harter, an action-packed comedy with Kevin Hart and John Cena, when director Nancy Hower called me to say she had a project I would love. All she had to tell me was that it was a romantic comedy and that Maddy Whitby and Monica Sherer were the writers. I had worked with them on Drama Club, and they are not only fantastic writers but very visually ambitious and inventive, so I wanted to read what they had put together. 

Now I have to admit, I wasn’t super familiar with Zoey 101 before reading the script, but I think that was beneficial because I didn’t go in with any preconceptions. What I read was a fantastic romantic comedy for anyone, even those who may be less familiar with the show like I was. Zoey 102 tells the story of how messy love can be in real life, and contrasts it with a reality show where fake love stories are constructed for money. I really felt it had the makings of a classic romantic comedy for anyone to enjoy.

It made me think of My Best Friend’s Wedding, shot in beautiful widescreen by the legendary cinematographer Lazlo Kovacs (Easy Rider), which had this great classical look but also was quite playful. For example, the title sequence has this rather subversive musical performance against pink that sets the tone for the rest of the movie. 

So what drew me to the project was the opportunity to visually craft a modern take on a classic romantic comedy, and then flip it on its head by contrasting it with a reality tv look.

PH: What was your creative process? How did you infuse your own creativity and personality on screen?

Mathew Rudenberg: I grew up in South Africa, and as a kid I was always reading books and doing art classes. As I read, I would see pictures in my head and I would try to get them on paper or canvas through oils, ink, charcoal, etching and lithography. When I began to dabble in photography, I discovered an affinity for using lights and lenses to create these images, but I was still drawn to the techniques I had studied. In particular, abstract art like the color field paintings of Mark Rothko, or the abstract shapes and colors of the German Expressionist Wassily Kandinsky. I think their work is a masterclass of how color and composition can be used to affect a viewer’s emotional experience. 

So my first step is always to simply read the script and just let my mind wander, to see what images come into my head and scribble down those first thoughts and inspirations. Then I dive into working with the director, talking inspirations and influences - I try to get into their head to the point where I know what they want without them having to tell me. I always find that some of those initial images come back around and become a part of the final film. 

Nancy Hower is not only an incredibly visual director, but our tastes are very much aligned, so as we broke down the script we would constantly build on each other's ideas, adding on to them and making them better then either of us would have done alone. It was really a very fulfilling collaboration. 

PH: Speaking of creativity, how do you continue to push creative boundaries for your projects?

Mathew Rudenberg: As a cinematographer, I love manipulating the image to guide the audience into a feeling of subjective empathy with the main character, mirroring their happiness or sadness, anxiety or confusion. My theory is that there is a fine line to walk between this manipulation being too subtle and being so strong that it distracts from the story. 

I am always pushing myself to go right up to the edge of that line and walk it to create a visual language that heightens and enhances the experience of watching the movie. And the line shifts from project to project. 

I shot the sci-fi feature Ultrasound for director Rob Schroeder, in which Vincent Kartheiser plays a man trapped in a web of hypnosis. In that film, the manipulation had to be stronger to help the audience understand which world we were in, and if it was real or fake. 

Zoey 102 has multiple worlds as well - the world she lives in and the reality show she works on. In particular, at the crescendo of the movie, it cuts rapidly between Zoey’s best friend's wedding and that of the reality show. I knew it had to be clear to the audience which world we were in. 

An idea I had for this was to change the shape of the frame for each world, just as a comic book changes the size of its panels. I was concerned it would be too much for the studio, but Paramount jumped on board right away. So I framed the majority of the film in the classic widescreen ratio of 2.40:1 -- a ratio I love to compose for, and one I think instils a subconscious response in viewers that they are watching a movie. 

Then for the Reality show segments, we would cut to full frame 16x9, which cues that it is not a movie but TV. In post, I worked with the fantastic colorist Ian Vertovec to take this even further. We added a filmic grain to the cinematic portions, while for the reality segments we denoised the footage, making it very clean and video-like, and even added sharpening to enhance the effect. 

PH: How did you infuse the spirit of the original into the movie 'reboot' and on the other end of that, what were some of the challenges working on a project that has such a following and history?

Mathew Rudenberg: I’m no stranger to shows with dedicated audiences. I shot season 3 of the cult college football comedy Blue Mountain State, and then revisited it years later to film a crowd funded feature supported by the passionate fans of the show. 

Nancy and I agreed that with the characters grown up, we wanted to have the visual language grown up too, from sitcom to cinematic. We felt that the audience deserved the opportunity to see a story with them in a genuine movie, rather than copying the style of a TV show from years ago. 

I think ultimately fans really love the characters and their interactions, so creating scenarios where the actors could play and improvise, a directing style that Nancy loves, is the best way to honour the spirit of the original. 

The first scene we shot that had the entire gang together again was the hungover wedding rehearsal, and I could feel the energy in the room. These were actors that had not only worked together for years, but they had grown up together. They were family. Reunited at last, they were joking, playing around and improvising. That fun directly translated onto the screen. One of my favourite moments in the film, when Michael (Christopher Massey) loses his voice and Lyric (Audrey Whitby) lip syncs words into his mouth was made up right then. 

PH: How challenging is it to balance creativity as a cinematographer? What other challenges do you face in this role and what is your approach for addressing those?

Mathew Rudenberg: As a cinematographer, you are always trying to balance the creative and the practical side – the artistic and the technical. There’s a finite amount of time, people, equipment and so forth. You have to use those tools to realise your artistic vision. I don’t know if I could quantify how challenging it is because I really consider that balancing act to be the definition of the cinematographer's job, and I love doing it. 

I have a theory that as humans we feel the greatest sense of achievement when a difficult task is put before us, and we manage to overcome it. Making a film is facing those challenges every day, and every completed film is a victory to relish. 

One rewarding challenge is the balance of freedom and control you offer to your crew. When I started in the indie world, I had to be extremely particular about each light placed, each shot framed. But when you work with such a talented and experienced crew as I was lucky to have on Zoey 102, if you invite them to bring their passion and creativity to the project, it elevates your work beyond what you could achieve yourself. However, you have to make sure to be clear on what is important to you, so as to preserve your artistic vision in the process. 

PH: Do you have a favourite shot or shots? What are they?

Mathew Rudenberg: There are many shots I love in Zoey 102. It’s hard to pick a favourite. One of Nancy’s biggest influences was the moving masters of The Marvelous Mrs Maisel, and we planned out an elaborate opening shot that would flow through the space while simultaneously reinforcing the characters and the story. 

In the opening, we begin with helicopter shots of the twinkling Los Angeles nightscape setting up our location. Then, in an apparent single take, the camera sweeps over the buildings and wipes through a rooftop where we merged it with a technocrane shot that reveals the outdoor seating of an opulent restaurant, drops down and pushes through the open glass doors where it detaches from the crane and, guided by “A” operator John C. Lehmen, is carried on a Ronin gimbal through the bustling restaurant to introduce Zoey on a date gone terribly wrong. 

This was a huge logistical endeavour to put together, with elements on both coasts of the US, a helicopter, fifty foot technocrane, and a magnetically mounted gimbal that had to be detached and carried by two grips hiding behind the curtains in the restaurant, and seeing it all come together in the final edit felt fantastic. 

But I also love shots that are beautiful and simple. One of my favourite images is the shot of Zoey and Chase sitting on the beach at sunset, which we had to shoot at sunrise since we were on the east coast. Our prescient AD Kyle LeMire had suggested we run a safety take before sunrise, and the sky had a beautiful magenta and blue pattern to it that we ultimately decided was more beautiful than the sunrise itself. So I had to match the (now daytime) closeups to the predawn look using the old school cinema trick of keying the actors with a warm tungsten maxi-brute so that the ambient light would turn blue. 

PH: Can you share how you worked closely with the production designer and gaffer to build lighting into the sets?

Mathew Rudenberg: For Zoey’s world, I wanted a heightened feel that would be cinematic, warm and comforting, a world that viewers and fans would want to spend time in and that felt timeless like classical cinema. I liked the idea of using older light sources, shying away from LEDs and fluorescents that often have an incomplete colour spectrum and can feel cold and artificial. Instead, I worked with production designer Jeremy Cassells to add warm, natural practical lights to the interiors, focusing on things like tungsten filament light bulbs and candles. 

A great example of this is the rehearsal dinner, a long table our cast sat around filled with flickering candles, and above it hanging lights with tungsten filaments and glass panels. This practical lighting created a beautiful warm look, and since it was built into the location it allowed Nancy and I to move the camera freely to embrace the movement she loves. That scene was actually lit entirely with practical sources. We carried this same feel in the wedding ceremony with hanging crystal chandeliers, and candles along the floor and next to the podium. 

In contrast, I wanted the reality show world to feel cold and alienating, a place where a callous producer manufactured fake love stories for money. We didn’t want to fall into the trap of simply making the reality show footage look bad – reality DPs are incredibly talented, and their shows have huge setups. For our reality segments, I had to match that production value to make our show feel real. 

The big finale had a huge recreation of the reality show house built on a stage, and my fantastic gaffer Tommy Sullivan filled it with purple and blue colour chases on the walls, glowing strips of pink neon, and contrasting yellow light beams sweeping through the haze. All of these lights shifted and moved on cues that Tommy’s son, TJ, programmed into his board. To contrast with the soft warm lighting in Zoey’s world, I used LED lights with cool colours, neon signs and all kinds of theatrical moving lights, with hot spotlights keying the actors. 

PH: Can you talk about some of the equipment you chose to use for this film to make this project come to life? (and why did you choose it?)

Mathew Rudenberg: For this project, I decided to shoot with the Arri Alexa mini LF. I love the way it renders warm colors, and its small form factor is perfect for all the movement we wanted to create on steadicam, gimbals, cranes and drones. 

For Zoey’s world, keeping in with the idea of creating a modern take on a classic, I selected Cooke S7 and S8 prime lenses – a modern iteration of the classic Cooke look that has existed for more than a century. I added further to the soft roll off of the lenses and shallow focus of the large sensor by adding Schneider Classic Soft filters, and used a widescreen aspect ratio like the classic romantic comedies. 

In shooting the cinematic segments, we predominantly filmed with a single camera and avoided handheld, putting the camera close to the actors to reinforce a sense of intimacy with the audience. 

In contrast, for the reality show segments I shot on long lenses from far away with 3 or 4 cameras, usually handheld with modern sharp Angenieux Optimo Zooms. Along with filming full screen 16x9, I cropped the Alexa sensor down to UHD resolution, dropping some of the softness of the full frame sensor. 

PH: As with many roles, the ability to adapt is incredibly important. Can you talk me through how you identified the specific needs of each project you work on based on the script, cast and crew involved, and the overall goal for the project?

Mathew Rudenberg: As someone that works in a wide range of genres, I love approaching each new project with an open mind and finding the right look for that specific film. The great thing about working in the film industry is there are an infinite number of variables in each project. Each one is so different I could talk in great detail about every project I’ve worked on. 

But the core is always that first read through of the script, and the pictures I see in my head. Everything else is just figuring out how to use the tools available to tell the story with images. It doesn’t matter what size the crew is, or how much equipment you have, as long as you have a great story to tell and the passion to make it a reality. 

PH: Can you share any of your upcoming projects?

Mathew Rudenberg: Currently, we are in the midst of a historic strike. The WGA and SAG/AFTRA are risking everything to protect the future of filmmaking and to make sure it is a field in which humans can make a living creating imaginative stories to inspire each other with. 

I fully support all my actor and writer friends in getting a deal that I believe will be a benefit to the film industry as a whole. However, as a side effect, all projects are on hold until a resolution is found, so it’s hard to say exactly which projects will be up next. I was talking to an excellent director about a horror film set in the snowy woods, and I would love to jump into another sci-fi if the opportunity arose. And of course, I would be happy to return if we shoot Zoey 103.

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