Michael Fremer

An Interview with Michael Fremer by Randall D. Larson © 1985
Originally published in CinemaScore #11/12, 1983
Text reproduced by kind permission of the editor and publisher, Randall D. Larson

Michael Fremer
The sound design supervisor for TRON was Michael Fremer, whose responsibility it was to provide a finished soundtrack, consisting of music and sound effects, for the film. Fremer, whose background in sound began in radio while in college during the mid-60s, gained his first motion picture experience as a co-writer and editor on Stephen Lisberger’s animated feature, ANIMALYMPICS (1979). When Lisberger started to make TRON, he brought Fremer along to supervise the sound. In the following interview, conducted shortly after the films release, on September 23, 1982, Fremer candidly describes his responsibilities on TRON and his approach to the film’s sound design.

What was your basic role in TRON?
Essentially, I had to produce the soundtrack. First I had to pick a composer, and I spoke to a lot of people. I didn’t want anybody like John Williams, I wanted to be different. I looked around at a bunch of synthesizer people; I wanted to stay away from anything that had to do with rock – as much as I’m a rock and roll fanatic, I just don’t like rock and roll in films, unless it’s source music – so Wendy Carlos just came to mind, and it seemed like a perfect choice, because she’s familiar with orchestras and synthesizers. So we contacted her and we hired her to score TRON. I think it worked out great; she did as good a job as anybody could have done. It was just a great track and I’m really happy with it.When it came time for sound effects, we had a big challenge ahead of us, because no one’s ever been inside of a computer. Obviously it was totally arbitrary and from scratch, and I was given a very, very small budget. I mean, it was pathetic – I was given what you might call a budget for a TV show, literally – under a hundred thousand dollars to do the whole thing, on a $20 million movie (the projected budget for the whole thing was something like $9 million to begin with, and it crept up). So I took a look at this budget and it didn’t take a genius to realize that one of two things would happen: either we would have just an awful track for the money and it would hurt the movie immeasurably, or I would have to come up with some ingenious way of doing it. Or else we’d have to spend more money, and they refused to do that.

So, I looked at the budget, and I saw there was about $20,000 in transfer labor, and $20,000 in mag film, and I started reading and exploring the latest in technologies, and there was this whole notion of synching video directly to 16-track and laying your effects on in sync to the picture, without having to transfer to mag film stock, without all the cutting, and since I knew we’d need a lot of synthesized effects, it seemed like an appropriate way to go. That’s where I met Frank (Serafine), and Frank had all these ideas but he didn’t have much of a studio, so I literally had to help him produce a studio. We got him out at Lions Gate, which is the dubbing facility we ended up using. We equipped it with some of Disney’s equipment, and some of Frank’s equipment, and we ended up with a fairly decent set up for the generation of electronic sounds.

That’s the bread-and-butter of the whole operation, and then it turned out that there were all kinds of problems relating to the time schedules. They were supposed to deliver the finished picture in October, and we were supposed to go in and start dubbing in April. What would have happened is that Wendy would have composed and performed the music track on a synthesizer, and we would have done some orchestral overdubbing just to fill in and give it some depth, the sound effects would have been all generated on a 16-track tape in sync with the video, and there would have been a little bit of touch-up work in cutting 35-mm mag for very specific kinds of sounds, where it pays to do a cut rather than to try to sync it in. That was the plan. But the picture didn’t get delivered to us in final form until sometime in February (1982), if you can believe that! And they didn’t move the dubbing date back, commensurate with how late the delivery was. So it ended up that Wendy, in order to cover herself (and she works very slowly and very meticulously, laying in all these tracks one at a time, because her moog is the old patching moog, it’s not polyphonic, just one note at a time), she had to orchestrate it and score it for a large orchestra, and then, if time was permitting, we’d go back and overdub synthesizer parts. This was the opposite of what we’d planned.

Even when the picture was delivered to us it was far from complete. It was black and white – you can imagine all those shots of Jeff Bridges getting zapped and the aircraft carrier and all of those things, but nothing in the background! As late as when we were in the middle of the dub a lot of the shots weren’t finished in color, so consequently, it was impossible to really get a jump on the sound effects – we didn’t know what we were looking at. So instead of it being a technologically intensive affair, which was how I originally planned it, we had to go back to the old method and hire a lot of editors. We hired a company called WallaWorks, who also had a studio in the basement at Lions Gate. (This was the first Disney film mixed off the lot, which was a minor miracle that I managed, and I’m proud of myself for that one! They really weren’t up to it themselves.)

Every day a new picture would come in showing us what the scene would be like in actuality, instead of just actors on a black background, and we had to come up with sound effects on the spot. So we had a team of sound effects editors cutting stuff on one side of the room, and then on the other side was Frank and his set up, and whatever effects he could lay in on 16-track tape he was laying in, mostly the larger, droning sounds, sound ambiences, aircraft carriers, tanks, things like that, and the guys at WallaWorks were doing the beeps and the bloops and all that kind of stuff. You know the scene where Jeff Bridges wakes up in the Reco and he touches the floor and it starts beeping and everything? All that stuff was cut in. It made much more sense to do it that way, it was much easier. The editors would go into Frank’s room and say “I need this sound” or “I need that sound”, and the two of them would sit there and they’d work it out, and Frank would generate it, and they would transfer it to 35-mag and cut it in, so we went way over budget, which is what I expected – I’d told the producer, “If you don’t give me more money now, so that I have what I consider a fair amount to work with, I’m going to have to try something, and if it doesn’t work, then we’re going to wind up spending more money than if you’d have given me what I’m asking for now.” And of course that’s exactly what happened.

But, ultimately, I’m very proud of the job. I think it works really well, under the circumstances.

How closely did you work with the producers in determining the proper sound design for the film?
The producer really didn’t have much to say about it; it was mainly the director. We worked fairly closely, because we’d collaborated before and were friends. We knew you could only take so much of synthesizer sounds – of “white noise” and “pink noise” and the typical kinds of synthesizer booms and sizzles. It’s something that Ben Burtt really originated – the idea of using organic sounds to be things that they’re really not. That was a brilliant idea and we used that as much as we could, so the sound of the disc being thrown was a combination of synthesizer sounds plus a monkey growling, a ticked off bird and all kinds of things. The sound of the de-rezzing was a combination of synthesizer sounds plus – if you go to the dentist, you know those saliva sucking things they put in your mouth? Well, I went to my dentist and put one of them in my mouth and put a microphone close by, and by removing it a little bit it goes uuaaaa, so we’ve got that sound in there! We also tracked down a warehouse where all the original props from the movie FRANKENSTEIN are located, and they all work, and they make incredible sounds! So we tape recorded all those zaps and pops and bzeep bzeep bzeep and we used those. We made use of the Fairlight digital synthesizer to lay down a lot of effects because it’s got a 2-second sampling rate, so you can program in a real sound and then play it back on the keyboard, so you essentially turn the keyboard into whatever sound you want. You can have a dog barking and program it into the Fairlight, and then have twenty dogs barking on the keyboard, in pitch!


Having the 16-track recorders was really great because, normally, sound effects editors work one track at a time. That’s the way the system works – 35-mag stripe with a single track on it, or maybe three tracks but you usually don’t combine different sounds on a track, and then when you get to the dubbing stage all the tracks are put together and you hear what the thing sounds like. That doesn’t give the director much lee-way. Our way, we could make our aircraft carrier sound, which consisted of something like 50 tracks, and play them for the director before we got to the dubbing stage, so he would know whether or not he liked them. That saves an incredible amount of time, and gave him the security of knowing in advance what he was getting.

What was the initial approach to the film’s sound design when you first became involved? How did this change through production?
When I got involved, there was no approach, essentially. I had asked the producer – and I don’t want to bad-mouth anybody here, but I think it should be instructive for people who are in this field or who are getting into this field to know that a penny saved can often be a big mistake. I had asked the producer to bring me onto the set before production started. I firmly believe that someone involved in sound should be overseeing the recording of the dialog, and what the set sounds like. Everybody knows there’s the director of photography, and he’s watching his camera angles and the guys on lighting, and then you have these two guys doing the sound. But there’s nobody watching out for sound, and I think there should be someone for that.

So by the time I got to the set they’d already been shooting for a couple of weeks, and of course with the film all being done in black and white in real 70mm (not 35mm blown up) and the difficulties involved in shooting on a black background and everything, nobody was watching out for the sound. So when I got there, the first thing I found was that none of the sets had been dressed properly for sound. This is a movie that’s supposed to take place inside a computer, and yet all these sets were made out of wood with no padding, and nobody was caring what it sounded like. You had all these dialog lines being read while people were running around on these wooden planks going ba-boom-ba-boom-ba-boom! All that dialog had to be looped later on, all of it. Then you had these costumes that were like squeaky leather, and when you listened to the dailies you heard the characters, but you also heard kssscchh crunch-crunch! I mean, they’re supposed to be electronic beings, they can’t sound like couches! So those were my first two problems. Then, because it was a black background, and because they were shooting in 70mm, they needed an awful lot of lighting, and they started out using AC lighting which caused a horrendous hum over virtually all of the footage. And nobody was picking up on it, because nobody was involved in that area.Then I took a look at the machine that the recordist was using. Disney has their own staff of regulars and a lot of them, because they’re working for Disney, they’re in this protected environment and they just don’t keep up with what’s going on and they really don’t give a damn, and it shows in some of Disney’s movies. This guy was not really careful about how much level he was getting on the tape, so if an actor was speaking softly or if the boom guy just didn’t get over in time, that’s how it came out sounding. And he had this mixing console that looked like an old x-ray machine from the 50s. He just didn’t give a damn. The boom operator they had was fairly good, though.Now, the first thing I did was try to get the set dressed, but it was too late, so that had to go. We did get rid of the AC lighting and got DC lighting in there, so we got rid of the hum, and then I also got rid of the recordist and got a guy in there who had more up-to-date equipment and who wasn’t afraid to ride the gain or use EQ in certain situations; he really paid attention to his job. I went to hear what the dailies sounded like, and they all sounded horrible – it turns out that they had been compressing their dailies, on transfer from quarter-inch tape to 35-mag film, and compressing them by a wide margin. As far as I knew, no other studio was compressing dailies. But the head of the sound department, who was about to retire, had been there for, like, 40 years, and they were just living in their own little world over there. He didn’t know any better, and consequently it sounded horrible. We had to go back and re-transfer all of these dailies, I don’t know how much it cost to do, and re-edit the whole thing without compression, so that it sounded half-way like a 1980s movie.


If I had been involved from the beginning or somebody in my job had been watching out for the sound it would have saved a hundred times what I ended up costing. I only had $5,000 in the budget for looping, if you can believe that, and that was gone in one day – we had to loop a large percentage of the movie, for technical reasons not performance reasons. The performances were fine, but between the AC noise and the wooden sets and the creaking costumes and the gain not being ridden, it required a lot of work.

As far as sound design goes, I had been thinking about this picture for two years, because Steve had thought of it while we were working on ANIMALYMPICS, so it was something on my mind. We knew we were going to use a combination of real sounds and synthesized sounds; we wanted to have the feeling of a video game, but a lot bigger. Steve really wanted to convey the sense of danger, not the sense of toys, so that when someone got hit by a disc it was pretty frightening and not, you know, sounding like 20 bonus points! I think we achieved that pretty well – the scene of the disc fight with Tron and the other characters all getting wiped out is pretty intense.

What type of music did you or the producers want for TRON?
Again, this is more a director’s kind of decision, and Steve wasn’t quite sure. We played a lot of stuff. He wanted something big and bombastic and John Williamsy, and I wasn’t quite in favor of that. I didn’t think a standard orchestral score would be appropriate for an electronic world. But we didn’t want a synthesizer score, either, because personally I don’t like synthesizer for films, not in this context, anyway. We decided we wanted something that combined both, that sounded different and atmospheric. We were thinking along the lines of Brian Eno, more of the atmospheric, experimental kinds of things, but as a picture developed it changed from more of a cerebral experience to an action adventure. It was pretty obvious that we’d have to forego the cerebral stuff except for certain moments in the film, and go for some kind of adventurous action score.

One thing I didn’t want was to end up with a dry-sounding score, where the orchestra was recognizable as an orchestra, very up-front, because I felt that would be distracting. So we went to England and recorded Wendy’s music at the Royal Albert Hall in a room, with a big orchestra, so we’d get a big, reverberant field, so that the music, while being powerful, would sound something like it was in another place. Steve wanted to have an organ, so we used the Royal Albert Hall organ, which goes, way down, to something like eight cycles, and we used the chorus for the kind of religious aspects. Basically, I told Wendy what I wanted was her style combined with a slightly more pop-ish sensibility. I told her I wanted a melody, I wanted an anthem, and she came up with a great one. I think it’s a beautiful anthem and love theme, so I was very happy. Plus there’s a lot of weird stuff in there.

A lot of the music was left out, unfortunately. My power was usurped at a certain level. I don’t want to go into the details of it, but during the dub there were all kinds of power plays that would make an interesting story in and of itself, and my original design was changed. Basically, the head mixer was a sound effects man and he went for sound effects over music. I think it was a big mistake, so I would say, if anything, that was my main criticism – the overall mix went too heavy with noises and not enough with music – because to me music is emotion and feeling, and noises are noise. As interesting as noises can be, they can never convey emotion (other than momentary emotion, like shock). A lot of really exciting music was left out, in favor of sound effects.

Would you describe Frank Serafine’s role in creating synthesized sound effects? I understand there were some problems in this area.
I hired Frank early on in the project, and he had a grand dream of doing this thing all in sync and doing it all literally himself. It was a difficult task at best; it was almost impossible from the beginning. He didn’t have the technical expertise to pull off the outfitting of the studio properly and as it turned out the machine that was given to him by Disney was not completely set up properly.

But that was the chance we took, and as it turned out, it was a fairly interesting technique. It actually works pretty well in a movie where you want to use a lot of synthesized sound effects. For example, in the motorcycle sequence, Frank would lay down long bursts of all these different synthesized sounds for the motorcycles, and then the 16-track recording would be transferred to a number of 4-track mag 35mm elements and then it would be cut to fit.

Basically, Frank created a lot of the synthesized effects on his Prophet-5, which was great for motorcycles and tanks and the aircraft carrier, combined with a mini-moog that was used for a lot of the “white noise” sounds, whoosing sounds, and we had a fairly good custom-built sound effects library. We went out and recorded the sound of the Goodyear Blimp, plus we had a very interesting sound that we used in the aircraft carrier and part of the Recognizer sound. Frank had a harmonizer and a digital delay and langers and phasers and all these various kinds of outboard sound-shaping gear, and he, in combination with me and the director, created a lot of the sounds. Then the sound effects editors from WallaWorks came across and told Frank what they wanted. An engineer named Jeff Harris also played an instrumental role in the whole thing and was sort of an unsung hero. He created a lot of the sounds with Frank and helped everybody get what they wanted. Jeff also programmed the Fairlight which was instrumental in the sound effects.

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What were some of the problems you encountered with the sound effects?
They were mostly sync problems, it wasn’t so much the sound effects themselves. Basically, the Ampex M-1100 that we were using was not properly set up. I was told everything was fine, but it wasn’t. You’d punch in the SMPTE code number for where you wanted the sound to start and stop – let’s say we were laying it down on five tracks; you’d push start and stop, and when the machine punched out it would not punch out frame-accurately. So we got up to the dubbing stage and it was all raggedy. It wouldn’t stop in time; it would sort of go dublblub and peter out. So all those tracks had to be cleaned, for one thing. We had to hire an engineer and go into Lions Gate and with their better-prepared synching machines we cleaned up all the punch-ins and punch-outs so that it was usable on the dubbing stage.

It was a technical problem more than anything, partly owing to the fact that I think Frank is more of an artist than he is a technician. He’d created a lot of sound effects and is perfectly capable of that, but he’s never really edited a picture before – and this video editing system is fairly new, it’s been done before but has never been applied to a major motion picture that I know of. Essentially, he just bit off more than he could chew.

We then hired Gordon Ecker, who was the president of WallaWorks, because he’s a very experienced and well-respected sound effects editor, and he’s a very well-organized detail man. Whereas Frank tends to be a more flamboyant creative person, Gordon tends to be more down to earth. They had difficulty working together, but it worked out really well because one would complement the other. But Gordon was not familiar with this mode of operation – using computers and electronic synching – and so he was kind of in the dark, and it wasn’t until we got to the dubbing stage that we saw the problem.

But everything got salvaged. Part of the problem had also been the picture being delivered so late, and changing. It kept changing, right up to the end. As soon as you start making changes all the sync has to be changed, and it became a nightmare. So I can criticize Frank, I can criticize Wendy, I can criticized myself, but I don’t think that’s the point. The point is that we ended up with what I think is a great-sounding track, and while we ended up spending more money than was budgeted, the budget was so ridiculously small that the overall amount we spent was probably in the ballpark of what the budget should have been to begin with.

I don’t mean to say anything negative about anybody. It’s just that we all tried, and there were things that worked and things that didn’t work, on everybody’s part. Except for Wendy, who made everything work! As expected, and as promised. I can’t say enough about the job she did; she toiled endlessly, and I think came up with a really spectacular-sounding track; not only aesthetically but technically as well. She’s not the easiest person to work with, but one of the most amazing, most diligent and concerned people, and I’ll look forward to working with her again if I can.

Would you describe any other aspects of the sound for TRON?
The foley work was an interesting story. (Foley refers to creating “normal” type sounds such as footsteps, doors closing, etc., recorded separately and synched to film where needed). We ended up hiring a guy named John Roesch, and he’s probably the foremost foley-walker in Hollywood right now. He and a girl named Joan, whose last name unfortunately escapes me, did all the walking, and all the jingling of keys, paper-shuffling, all that kind of stuff. The big question we had to deal with in foley in the electronic world was how were we going to deal with sounds of people walking in this world? One of the solutions was to use the Fairlight instead of a foley-walker; to just use a keyboard player, program in the right kinds of sounds, little zaps and dzt dzt dzt and have somebody do it on a keyboard. I liked that idea – not only would it keep my budget down, but it would be really unique – but Steve was afraid that it would be too weird, that there were so many weird things going on in this picture to begin with that we should have a more down-to-earth kind of foley track, and we should just use something arbitrary like tennis sneakers on concrete (which is what we ended up using) and maybe it is a breakthrough, though, and it’ll recede into the past for a while and then there’ll be another go at it and then everything that was learned on TRON may be reviewed.

As far as sound goes, I think it was a breakthrough as well, in the background, because guys like Gordon Ecker at WallaWorks saw how we used computers, how Frank used computers, and of course they went out and they’re setting up the same kind of facility. It’s more of a post-production job rather than something you can see on the screen.

Would you describe just how the computers were used in TRON’s sound effects.
Basically, a sound effects house like WallaWorks uses quarter-inch tape on 5-inch reels, and they’ve got rooms full of them. They are all cataloged in a book, and when you’re looking for a certain sound effect, you go to the book and flip through the pages and look for the log number, and then you have to get up on the shelf and find it, take it down, have it transferred, you know, la dee dah – it’s just an endless pain in the ass. We used an Atari 800 computer and SMPTE Code, and stored all of our sound effects on I6-track, 1-inch Pascam reels. We used a file memory logging system with the computer, so that all of our sounds were logged with a SMPTE reference number and computer cross references. So, if we were looking for zap, we’d type “zap” into the computer, push a button, and it will print out all the zaps that we have in the library, how long they last, where they come from, what we think they can be useful for, and every other possible bit of information about zaps. Then to get the particular zap we want, all we have to do is to punch the SMPTE number for that zap into the computer, and it’ll run the tape machine down to that sound effect and we play it. Then, if we’re running to sync, if everything had worked out the way we hoped it would, no transfer has to happen. We don’t have to go upstairs to the 35-mag transfer room and put it on film and cut it in, all we do is tell the computer where we want the sound on our master 2-inch I6-track sync-to-picture tape, and it will line up both machines — the Master Sound Effects Library and the Master Track, plus the video machine – and run all three of them. When it gets to the right spot it’ll punch the sound effect in, punch it out, and you’ve got the sound effect laid down in sync.



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