During AFI Fest I saw Drew Denny‘s The Most Fun I’ve Ever Had With My Pants On — a title that suggests something energetic or spirit-lifting or rompy. Alas, the film doesn’t go there. It’s basically a meandering road-tripper about a couple of ladies (Denny, Sarah Hagan) cruising the scenic Southwest on a mission to scatter a father’s ashes. I wasn’t that much of a fan…sorry. But I fell for portions of Will Basanta‘s photography, which approaches the beauty of Vittorio Storaro‘s lensing of Bernardo Bertolucci‘s The Sheltering Sky.

Basanta, 28, became friendly with Denny while they attended the USC School of Cinema-Television (now called School of Cinematic Arts). He showed up sometime in mid-2011 at a gallery in Echo Park to watch her deliver a solo performance piece about the death of her dad. It was a “touching performance,” he says, that left a lot of damp eyes in its wake. He soon after agreed to shoot a film version with Denny, who had written (or would soon write) a 60-something-page script. They hooked up with Hagan, camera operator Carrie Schreck, producers Jason Michael Berman and Clay Jeter and two or three others. They left LA on 8.5.11 in a four-car caravan, and shot for a month.

“Drew and I and the editor, Isaac Hagy, talked about how we wanted the film to have a sun-kissed feeling,” Byanta says. But the film has more than just that. The lighting is so subtle it feels almost spooky at times. It’s all very carefully composed, particularly the magic-hour sequences. Painterly, haunting. It was shot almost entirely with a Red One Camera with a Mysterium-X sensor (preferred because it’s more sensitive to low light) and with Canon still-photo lenses, mainly because they’re cheaper.

Basanta names the late cinematographer Conrad Hall as one of his main heroes or influencers. He admires Storaro also, mostly for his work on The Last Emperor, he says. But he hasn’t seen The Sheltering Sky…hah!

Will Basanta during filming of The Most Fun I’ve Ever Had With My Pants On.