"Normally, if you've worked with a director before, you start to get a shorthand and you go, 'I understand how he works and I know what I'm going to do on the next one now.' That goes out of the window with Yorgos," says Oscar-winning hair and makeup designer Nadia Stacey. "Every single time, it's back to the drawing board."

Stacey is among the key collaborators that filmmaker Yorgos Lanthimos enlisted to work on Poor Things. Based on the novel by Scottish author Alasdair Gray and adapted by screenwriter Tony McNamara, the surreal comedy tells the story of Bella Baxter (Oscar winner Emma Stone), a dead woman resurrected by a mad scientist (Willem Dafoe) using the brain of her own unborn baby. A newborn soul inside of a grown woman's body, Bella sets out on an odyssey of self-realization.

"You don't know what film you're making until you actually sit and watch it, and you're like, 'Oh, that's what we were doing!'" Stacey jokes. At the 96th Oscars, Poor Things received 11 nominations in total, including Best Picture, and craft nominations for its cinematography, costume design, editing, production design, makeup and hairstyling, and adapted screenplay.

Ultimately, the film won four Oscars: Stone won Best Actress in a Leading Role; Holly Waddington won Best Costume Design; Nadia Stacey, Mark Coulier and Josh Weston won Best Makeup and Hairstyling; and James Price, Shona Heath and Zsuzsa Mihalek won Production Design.

Stacey credits its success to the "strange alchemy" that Lanthimos is able to conjure. "That's the beauty of Yorgos' films. I don't actually know how it happens, and it's really hard to explain sometimes. There is just some magic in the air that it suddenly comes together."

A.frame spoke with some of the creative team behind Poor Things about bringing the singular vision to life.

Creating a World

For production designers James Price and Shona Heath, the movie marks each of their first times working with Lanthimos — and Heath's first time ever working on a feature. (She was previously best known for her set designs featured in the work of renowned photographer Tim Walker.)

Shona Heath: The best and hardest thing about it is Yorgos is incredibly open and wants the highest level of extreme creativity from all of his team. You have a completely blank page, but you have to fill it. It was a fantastic opportunity to do all the things you've ever dreamt of doing.

James Price: He's unique in that he doesn't want you to bring any preconceptions of what you think the project should be. He really wants you to challenge yourself and him and the process. Everything else he's done has been shot on location in real places, but this was the first one where he created a world.

The story takes Bella Baxter from a laboratory in London to the streets of Lisbon, the slums of Alexandria, a brothel in Paris, and back again. The world of the film is rooted in the Victorian era, but also exists outside time and space as we know it.

Heath: We both work very differently. I work from the smaller details and then it starts to grow into the bigger things, and James sees cities and architecture and then down and inwards. So, we went from both ends and met in the middle. Everything had as much importance as anything else. We could never go, "Oh, that wall's never going to be seen. It's fine." Literally every single thing underneath the curtain rails you saw with the fisheye lens. You couldn't really find a behind-the-scenes bit in any room or any city until you hit the edge of the studio wall.

Price: We get asked two questions that are really hard to answer: What's your favorite set? And what was the most tricky to do? Normally it's easy to answer that question, because you're, "Oh, it was that set. That was the difficult one." But it was so vast. It was too much to worry about, so it was futile worrying. It was like, "Let's not worry. Let's just do."

The production design team (which also includes set decorator Zsuzsa Mihalek) took over numerous sound stages in Budapest, including the largest sound stage in continental Europe, where the fully-immersive world of Lisbon was built, including functioning hotels, restaurants, and shops.

Price: Ramy [Youssef] never went to Lisbon, but on his last day, he'd gone and walked around. Adam Makin, the supervising art director, and I got called to set and we were like, "S**t, what's going on?" You only get called to set when something's going wrong. We walked over and they were like, "Ramy wants to speak to you," and he was like, "Oh my God! It's my last day and I can't believe I've just walked around that set." He was just beside himself with excitement by it.

Heath: I cried a little bit when London was coming down. I did. It made me feel a bit sick.

Price: I find it cathartic. The beauty of it is you're there from conception to death. You see the whole life cycle of a set, and then it lives on in another form. It's beautiful when you see it gone away, because all that worry is gone. Someone the other day said to me, "Oh, you've got 16 weeks or something until that set goes in." I was like, "S**t! I've built cities in that time." And they looked at me like, "You're not joking, are you?"

No Wigs, No Makeup

An industry veteran, hair and makeup designer Nadia Stacey first collaborated with both Lanthimos and Stone on 2018's 'The Favourite,' which led her to reteam with Stone on 2021's 'Cruella.' For her work on the latter, Stacey earned her first Oscar nomination for Best Makeup and Hairstyling.

Nadia Stacey: Emma's absolutely the best, and she's a dream to work with because she is very involved in the creative processes. But she also allows you a huge amount of freedom. If you look at what I've done with her, from her look in The Favourite to Cruella to this, I can't throw any more hair and makeup at her! It's like, where do you go next? What I loved about this is that we'd never seen her look like Bella before. Obviously, it is an incredibly brave performance, but it's a very bold look and she's never afraid of that.

As transformative as Stone's look needed to be — externalizing Bella's transformation from infancy to full maturity — there were certain restrictions that Lanthimos put in place for the makeup and hair department.

Stacey: I got an email that said, "No wigs." That was it. It just said, "No wigs." But [the script] says her hair grows all the way through, and it is like, "What am I meant to do?!" So, I was allowed to use extensions, but not wigs. On The Favourite, I was only allowed to use wigs when they were meant to be wigs. And it's the same with makeup — there has to be a reason for it. So, Emma wouldn't have makeup on all the way through the movie, even movie makeup. The only time she wears makeup is in the brothel. Because Yorgos wants to see people. He likes imperfections. That's interesting to him.

The most challenging look to get right was that of the mad scientist Dr. Godwin Baxter, played by Dafoe. The final look required extensive prosthetics, which took the prosthetics team of Josh Weston and Mark Coulier a minimum of three hours to apply.

Stacey: You don't want to cover Willem Dafoe's face completely. I actually went to Shona's studio and literally cut pieces of paper up with his face and stuck things on. What if we move the ear down? What if we move the nose there? What if this? What if that? It was literally stuck together, and there was a point where we went, "Oh, that's actually really interesting." And it makes sense, because that's what he should look like! He should look like he's been cut up and put back together.

The first time we brought Willem to set, Emma was on set, Mark was on set, Rami was there. We brought him down to set and there was a big reaction of everybody going, "Oh my gosh! This is amazing." And that's always the most exciting day for the actor, and then the next day they realize, "Oh, we've actually got to do this over, and over, and over again."

Rarefied Celluloid

Robbie Ryan is the go-to DP for filmmakers like Andrea Arnold, Noah Baumbach, and Ken Loach. His first film with Lanthimos was 2018's 'The Favourite,' for which Ryan was Oscar-nominated for Best Cinematography. 'Poor Things' was set to push the director's distinct visual style into uncharted territory.

Robbie Ryan: He was very keen to try out a few new film stocks, try out different lenses that we hadn't used before. I don't usually do so much prep on films, but with Poor Things, I did 12 weeks of prep. We did one test where we had about 50 lenses that we had to look through, and we had to get through that in one day. It was a process of evolving and discovering stuff as far as getting the language sorted out of what we were going to do.

Having lensed 'The Favourite,' Ryan was used to Lanthimos' austere approach to shooting his films: He was to use no lights on set, and no equipment other than the camera. That still left plenty of room for ingenuity — including with the aforementioned lenses.

Ryan: He was looking for a zoom lens that could go from very, very wide to very, very tight. In physics and optics, that's impossible. Ironically, we ended up with a zoom that neither of us thought we would like. It was the Zeiss Master Zoom 16.5-110mm made by ZEISS and ARI. It's a huge, big zoom, but it's able to go a little bit wider than every other zoom, so that's why that got picked. I said, "You're never going to want this lens. It's way too ugly." And he was like, 'I think that lens is pretty good.' He's always doing that to me. That's the contradictory world of Yorgos.

I operate the camera. I love doing that part of the job, and it's what I think I'm best at. This one was particularly tricky, because we were shooting a lot of it on zoom, so I had to have the zoom control. You might be filming a really intricate piece of the acting that you didn't want to f**k up, and people go, "Oh, those wide angles must be really difficult." For me, they're not. I just put the wide angle on and everybody else — production design and sound — has a nightmare. The challenge for me, camera-wise, was the zoom stuff, because I didn't want to mess up any of the acting. I got the hang of it, but it was still nerve-racking and it pushed me to my limits.

Even the film stock itself was pushed to the extreme. Portions of 'Poor Things' are shot on black and white, while Lanthimos was keen to shoot other sequences using Ektachrome. Because he wanted Ektachrome in 35mm, Kodak had to manufacture it specifically for the film.

Ryan: They only ever made it a 16mm Ektachrome, so Kodak cut it to 35mm and we processed it as reversal for reversal. That's something that's never been done before. It's actually a lot more versatile a stock than I thought it would be, but when we were filming with it, we were under the impression that if you were to underexpose, it would be irretrievable. So, I was s**tting a brick with that a few times, going, "Oh my God, if this stock comes back underexposed we're in trouble." And then he would give out if it was overexposed, so you had to get it right. But the results were beautiful.

The Perfect Cut

Each one of Lanthimos' features has been edited by Yorgos Mavropsaridis. The Yorgoses began working together on Lanthimos' solo feature debut — 2005's 'Kinetta' — and across eight films (including 2009's 'Dogtooth' and 2015's 'The Lobster'), they have developed a shared language.

Yorgos Mavropsaridis: We started working together almost 25 years ago, and although I was a very experienced editor at the time and I had edited a lot of commercial Greek films, I had to break this attitude of mine. I saw a genius director in the making, one that wanted to express things in his own particular way, and I realized that this was a marriage that made me better. He's always very demanding as a person. He's not easily satisfied, and you have to go beyond your limitations all the time. Now I know the way he approaches things, which is common to his idiosyncrasy and his genius, but each new film presents a new challenge because the language has to be written again from the beginning.

For 'The Favourite,' Mavropsaridis was nominated for Best Film Editing at the 91st Oscars. The experience of cutting together that film prepared him for the undertaking that would be 'Poor Things.'

Mavropsaridis: I learned a lot about working with Yorgos on The Favourite, and I developed a sureness of how to work. Yes, I was more confident working on Poor Things, and it's not so easy doing that with Yorgos. You never know if he thinks it is good or not, and his big question is always, "Is that all we can do?" And I say, "No, this is not all we can do. We can do more." So, we always do more.

Not only was Mavropsaridis responsible for combining all of the creative aspects of 'Poor Things' into a cohesive narrative, but the film was more character-driven than any of their past collaborations — and it was a character no one had seen before.

Mavropsaridis: Yorgos creates a playful atmosphere on the set, so everybody trusts each other and he does a lot of improvisation. The challenge was for me to follow this improvisation. For example, the dance scene went through a lot of edits. For me, all of Bella Baxter's character is there — her freedom, her aggression, her strangeness of movement — and it was just a matter of finding the right rhythm and pace without overburdening it. Thank God Yorgos gives us the necessary time. We take a lot of time, but we are happy when we've seen it done. We will not press it for time to do this. I think that is a blessing.

By John Boone

This article was originally published on Dec. 7, 2023 and has been updated throughout.

A.frame, the digital magazine of the Academy, is excited to celebrate and honor the nominees of the 96th Oscars across several branches by spotlighting their nominated films, craftsmanship, and personal stories. For more on this year's nominees, take a look at our Oscars hub.

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