Conrad Hall was not the first choice for director of photography ; Mendes believed he was " too old and too experienced " to want the job , and he had been told that Hall was difficult to work with . Instead , Mendes asked Fred Elmes , who turned the job down because he did not like the script . Hall was recommended to Mendes by Tom Cruise , because of Hall 's work on Without Limits ( 1998 ) , which Cruise had executive produced . Mendes was directing Cruise 's then @-@ wife Nicole Kidman in the play The Blue Room during preproduction on American Beauty , and had already storyboarded the whole film . Hall was involved for one month during preproduction ; his ideas for lighting the film began with his first reading of the script , and further passes allowed him to refine his approach before meeting Mendes . Hall was initially concerned that audiences would not like the characters ; he only felt able to identify with them during cast rehearsals , which gave him fresh ideas on his approach to the visuals .