2013. Justin Timberlake – Suit & Tie (ft. JAY Z)

Song Credits

SongwritersJustin Timberlake
 Timothy “Timbaland” Mosley
 Shawn “JAY-Z” Carter
 Jerome “J-Roc” Harmon
 James Fauntleroy
SampleSly, Slick and Wicked – Sho Nuff
SongwritersTerrance Stubbs
 John Wilson
 Charles Still
 Justin Timberlake
 Jerome “J-Roc” Harmon
Vocal Producer & ArrangerJustin Timberlake
EngineerChris Godbey
Jungle City Studios. New York
MixersJimmy Douglass
 Chris Godbey
 Justin Timberlake
Mixing AssistantMatt Weber
StudioLarrabee Studios. North Hollywood
VocalsJustin Timberlake
GuitarElliott Ives
KeyboardsJerome Harmon

Song Technical Specifications

Album Version Length5:26 (m:s)
Radio Edit Length4:29 (m:s)

Song Production Details

Recording DateJune 2012
YouTube Premiere DateJanuary 13, 2013
Release DateJanuary 15, 2013
AlbumThe 20/20 Experience (2013)


DirectorDavid Fincher
ProducerTimory King
CommissionerNicholas Robespierre
Production CompanyReset
Managing Director / OwnerDave Morrison
Director of PhotographyMatthew Libatique
Production DesignerRichard Bridgland
Art DirectorCara Brower
StylistTrish Summerville
Suits & TiesTom Ford
Set Production AssistantRobert Nyerges
First Assistant CameraMatt Stenerson
Camera TechnicianSean Ruggeri
Still PhotographerDavid Shawl
GafferJeff Ferrero
Lighting-desk ProgrammerJoshua D. Thatcher
Set DecoratorK.C. Fox
Graphic DesignerTina Charad
Drapery ForemanBob Renna
Property MasterAndrew M. Siegel
Construction ForemanDarrin Smith
Set ConstructorRussell James Thomas
Editorial CompanyRock Paper Scissors
EditorTyler Nelson
Assistant EditorNate Gross
VFX Companya52
Post ProducerToby Louie
VFX ProducerHameed Shaukat
DI ServicesLight Iron
ColoristIan Vertovec. Light Iron


SingerJustin Timberlake
ChoreographerMarty Kudelka
DancerLynhthy Nguyen
DancerFerly Prado
DancerViet Dang
Restaurant PatronGuillaume Campanacci

Technical Specifications

Runtime5:26 (m:s)
Aspect Ratio2.40:1
ColorBlack and White
CameraRED Epic-M Monochrome
5 cameras

Production Details

Filming LocationsCapitol Records Building
Hollywood, Los Angeles
 El Rey Theatre
Wilshire Boulevard, Los Angeles
 Hollywood Bowl
Highland Avenue, Los Angeles
Principal Photography DateJanuary 25, 2013
Release DateFebruary 14, 2013

Short Takes

Retro Style

Director David Fincher and cinematographer Matthew Libatique, ASC teamed up to create the Rat Pack-inspired music video for Justin Timberlake and Jay-Z’s “Suit & Tie.”

Iain Stasukevich
May 2013
American Cinematographer
Images courtesy of Reset Content

During a break in the 2011 Los Angeles Film Critics Association’s awards ceremony, cinematographer Matthew Libatique, ASC felt a tap on his shoulder. It was director David Fincher, who complimented him for his work on Black Swan (AC Dec. ’10). A little over a year later, Fincher got in touch again, this time with a project in mind. “His reps were being very secretive, so they wouldn’t tell me if it was a music video or a commercial,” recalls Libatique. “It wasn’t till I signed on and met David at his office a couple of weeks before the shoot that he played the song for me.”

The song was Justin Timberlake and Jay-Z’s “Suit & Tie,” and Fincher’s vision for the video was a classy Rat Pack atmosphere. “He wanted to emulate the lifestyle of Frank Sinatra, Dean Martin, Joey Bishop and Sammy Davis Jr. in Vegas,” says Libatique.

The camera follows Timberlake and Jay-Z as they get ready for a big show, perform and then wind down at the after party.

“At our meeting, David was very clear about what he wanted to do, and when we got to the set, he remembered every one of those details,” says Libatique. Fincher offered opinions on which lights to use, the number of camera carts required and the specific configuration of the camera for a given shot. Meanwhile, Libatique hustled to keep 1st AC Matt Stenerson in the loop.

The camera package and workflow were of particular interest to the director. “David wants the most streamlined, mobile camera system possible — he wants it free of cables and free of the DIT,” says Libatique. Fincher wanted to shoot the video with the Red Epic-M Monochrome, a black-and-white version of the Epic’s 5K Mysterium-X sensor. (The Monochrome’s sensor lacks the RGBG Bayer color-filter array.)

Fincher and camera assistant Steve Meizler had developed the Meizler Module, a wireless module that was still in the prototype phase when “Suit & Tie” was shot. When attached to the back of the Epic, it provides a wireless 1080p feed for monitoring and wireless focus control. (The remote-focus motor is still cabled.) With the camera in studio mode, Libatique operated using Red’s 9″ LCD touchscreen monitor and judged exposure with 24″ Sony OLED monitors. He used the OLED monitors and histograms at video village to compare exposures between multiple cameras.

“Another feature [of the module] allows the director to play back while the cinematographer uses the camera to frame up,” says Libatique, who adds that this was not implemented on “Suit & Tie.” To achieve this, the unit records a proxy image that can be accessed via touchscreen monitor at video village, where the director or script supervisor can play back takes and make notes, “similar to Pix,” says Libatique.

Backlit by a wall of Skypans, Timberlake dances in silhouette on the “water set.”

Libatique conducted latitude and exposure tests with the Epic-M Monochrome in an effort to familiarize himself with some of the camera’s unique sensor properties. “I would have done the same thing if we’d shot with black-and-white film,” he remarks. Fincher’s editor, Tyler Nelson, and assistant editor, Nate Gross, logged and organized the footage in Pix, which Libatique used to screen and make notes on his shots. “I wanted to be able to have a sense of the camera’s dynamic range,” he says. “After that, I wanted to try different lenses to see how wide I could go before the sensor started to vignette. What’s the best resolution I can get? What’s the highest frame rate?”

He shot most of “Suit & Tie” at 4K, using 5:1 compression at 24 fps and 8:1 compression at 60 fps. Higher frame rates were achieved with a compromise between resolution and compression. “For the dancers on the performance stages, we shot 160 fps at 3K to maintain 8:1 compression,” says Libatique. In post at Light Iron in Hollywood, the image was downconverted to 2185×1150 with a 1920×800 center extraction. Conform, visual effects and grading were done on a Quantel Pablo.

The filmmakers considered shooting with Cooke lenses, but ultimately chose Zeiss Ultra Primes for their wide variety of focal lengths. “[The sharpness of] the Ultra Primes didn’t bother me with the black-and-white image, though it does with a color digital image,” notes Libatique. He favored the wider focal lengths. “We used 32mm and 40mm, and occasionally 50mm, for close-ups. David always wanted to see more in the frame, to see Justin’s physicality.” Libatique used ND filters to keep his T-stop at the lenses’ sweet spot, a T4/5.6.

“We had to ND down almost everywhere to stay in that range,” he reveals. Deeper stops favored the more improvised aspects of Timberlake’s performance. “On the stage with the mirrored floor and moving lights, we were at a T8/11, which kept the lights crisp in the background. If Justin came close to the lens that wasn’t racking so far forward, we’d throw everything in the background out of focus, even on a 24mm or 28mm lens.”

Without a Bayer color-filter array, the Monochrome’s sensor utilizes 100 percent of its photosites for capturing luminance information, effectively yielding a 1:1 relationship between the number of samples and deliverable resolution. And with the sensor’s suggested native ISO 2,000 rating, the filmmakers could push it to ISO 3,200 without a perceptible loss in image quality. “Having that much sensitivity was phenomenal,” says Libatique. “When we shot at the Capitol Records building, we didn’t even have to light. When I put a light up, it looked false, like it didn’t belong there. I think we put a 4-by-4 Kino Flo over the mixing board, and then there were a couple of bounces into the space to get more light into the corners, but I’m not sure I even needed that. If I’d shot with nothing extra and turned some lights off for mood, I still would have been at a T4 or T5.6.”

Timberlake directs musicians in the recording studio at Capitol Records

Shooting in black-and-white also facilitated the use of hard light, which Libatique and gaffer Jeff Ferrero enjoyed deploying. Lighting was more a matter of controlling the contrast ratio with negative fill while softening or sharpening artificial light sources. Libatique describes a scene shot on an empty stage where Timberlake plays chess with a showgirl: “We set up two cameras wide and tight. Direct sunlight was coming through the stage door, so we put Justin and the woman right on the edge of the light, in the shadows. I laid some Duvetyn on the ground to the left side of frame, and we were ready to go. That’s all that shot is: sunlight bouncing off the ground and the ambient light from the open stage door. There’s a practical in the background to add some interest.”

In another shot, three dancers rehearse a step in the daylight coming through the same doorway. A 10K keylight and topper 20′ away augmented the natural daylight.

Suit & Tie” contains a clever conceit wherein the camera cuts between the stage and crowd perspectives of Timberlake and Jay-Z’s performance. All the shots from the performers’ perspective were shot at the El Rey Theatre in Los Angeles, and all the shots looking toward the stage were shot at the Hollywood Bowl. When there are cuts between the two locations, the complementary screen directions create the impression of a unified space.

At the El Rey, Libatique started by dimming down the theater’s candelabras and grand chandelier to about 20 percent. “If I’d shot 500 ASA, I would have left them on to create ambience with the smoke, but at 3,200 ASA, we had them at almost nothing,” he says.

Three 1,200-watt Robert Juliat follow spots were placed on the rear balcony in positions relative to the left, right and center of stage. Libatique switched from one lamp to another to find the optimum light for the camera angle. “I used the same follow spots for the first scene in Black Swan,” he notes. “They’re smaller than Source Fours, which makes them trickier to operate because you need to be more delicate.”

Timberlake sings onstage with background dancers.

By contrast, the 2K Xenon Super Troupers used at the Hollywood Bowl “were bears to move around. They’re 6 feet long and 2½ feet wide.”

The Hollywood Bowl already owned two 2K Super Troupers, so the production brought in one to match the setup at the El Rey, raising it on a scissor lift from one of the venue’s middle promenades. “You need [Super Troupers] to cover a distance like that, but they’re punchy lights, even for 500 ASA,” says Libatique. “In this case, we rolled them with at least an ND.3 to get to T11, and we ended up shooting at a T8 so we could take in the whole space from front to back.”

The Super Troupers’ beams were tight enough to cut Timberlake out of the background, rendering the band and backup dancers as silhouettes against the band shell’s architectural Color Kinetics LEDs and 750-watt Strand foot lights.

A matching dance routine is intercut with the story elements, with the performers backed by a chorus line of moving lights. “David’s description of the dance space was ‘moving lights on the mirrored floor at 18-inch centers.’ At 18-inch centers, we didn’t want the beams to overlap too much.”

For moving lights, Libatique chose the 190-watt Clay Paky Sharpy. “We needed a light with a tight beam, and [the Sharpys] have a range of 0 to 3.8 degrees,” he says. Lighting-desk programmer Joshua Thatcher, who worked with Libatique on Iron Man (AC May ’08) and Iron Man 2 (AC May ’10), choreographed multiple passes for the filmmakers to consider.

Jay-Z contributes a rap to the second half of the song, and this is interpreted with stylized shots of dancers against monochrome backgrounds. Libatique explains, “The trampoline setup was shot with two cameras, with one pointed at a white cyc and the other at a black curtain. There were three 10K Fresnels on each side of the frame at ¾-back positions, and we created toplight with four 6K coops.” The “water set” was lit with a wall of dimmed 5K Skypans and an overhead row of Par bars. All of these shots were captured at higher frame rates, and Libatique achieved exposure compensation by pulling NDs and widening the T-stop.

By the time the video reached Light Iron colorist Ian Vertovec, the only work that remained was an application of blurs, keys and transfer modes in Pablo to achieve the “kinescope solarization look” Fincher requested. Apart from that, says Libatique, “what you see in the video is pretty much what we saw on the monitor.”

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