MATTHEW BARNEY: There are elements to these  projects that are autobiographical. I consider all of the things that  I work with attractive to me. Whether they repulse me or not, I’m  still very, very attracted to them. CHELSEA ROMERSA: I just feel like it’s  at the basis of existence. To me it’s fundamental, like a  rudimentary kind of understanding of life. RICHARD SERRA: I recognize in him a certain kind  of energy and youthful exuberance. He’s a person who just wants to follow  the imagination of his own work. BARNEY: A system that has an internal object. Freudian narratives, consumer and a producer. Violence. Sexually driven. NFL films. These are things that I think about. (theatrical music) –All right, just really quickly, guys. –The lights going to come up really quickly  this morning because there’s no cloud cover, –And our shooting window's gonna be really narrow. –So we want to try and be  as organized as possible. –Man: You're pushing it at 5:00  in the morning, you're pushing it. –You know I'm not awake yet. Barney: The cremaster muscle is a muscle which controls the height of the internal reproductive system in the male. It's been taken on here as  a stand-in for conflict. –You're all set, be good. Barney: The film was shot and lit like a classic zombie film. It'll start within the horror genre  and then immediately move out of it into a kind of an art-deco kind of gangster genre. The horse is meant to foreshadow  the fate of this betrayer and what he sees as a field of ten  horses in harness running dead. –All right, you guys! –We're ready for you. FRANK MCMAHON: Well, they're making a film. I'm not too certain what the film's about,  but I guess this is a dream sequence, and that's why they have the horses  with this spandex clothing on them. It was all choreographed, so we  were all instructed where to finish. Luckily I'm going to win it. –Man: hey, Chels, it's Gabe. –Chelsea: hi, Gabe. –Do you know the next two  horses after the two we have? GABE BARTALOS: I've done the prosthetic effects  on the last four or five projects. It's always these strange calls, he's just  calling to say hi, and then he's like, "Hey, you know, what if on the next  project we were doing something like this?" And I'm like, "Oh, wow." So, this is actually the most ambitious  stuff, at least in all the Cremaster series. Matt had real specific ideas about it. At a pretty funny breakfast, we  brought out all our anatomy books and books of morgues and  stuff, and I was kinda like, "Is this what you're thinking about?" What's really proven to be the engineering  marvel is the spandex suits underneath. It's super-stretching spandex for direction,  reinforced with zippers and buckles. Layers of skin are then sewed on and  we dress it and tear it and burn it to make sure that they all look different. You know, they're all the same pedigree,  but they all have their own identities. BARNEY: Because these were full body suits that the horses were wearing, and they were absorbent, they  were filling up with sweat, the horses were becoming fatigued and overheated. So we would do takes, a take,  two takes, and the vet would say, "That's it, they need a rest.  The suits need to come off them," and that's what we would do. BARTALOS: Matt is so hands-on with it. We're really just an extension of him. It's great for us, because it's  all based in artwork, and that's, selfishly for me, what's fun. BARNEY: There's 10 horses, there's 5  teams of 2, so each pair will be photographed in front of the same background. ROMERSA: All of us are artists. I think all of us, there's plenty  of room in our heads or in our space to continue to think artistically in  our own way, and therefore it seems to. There's a good product in the end for Matthew,  and it's a good product for us individually. –So, the roof next. –We're ready for that shot? Okay. BARNEY: For the scale of these projects, we're a very small group. Because of that fact, it's quite  family— it feels a bit like a family. We needed a steward and we  needed a presiding judge, and I called my father and asked  him to play the presiding judge and he brought a close friend of  his into the role of the steward. So it's two shots. First shot, the canister comes down to  you, you open it up, you look at it, cut. –Actually, could you come forward again? –Yeah, that's better, looking up. –Three, two, one with the canister. ROBERT BARNEY: He has always been very focused, always had goals in front of him and  would work very diligently to get there. –BARNEY: And cut, excellent. –You happy with that? –Yeah. –Yeah. ROBERT: I watched him at work, which was absolutely fascinating to  see how he can put things together. So, Matt, where do you want to set up? BARNEY: I'm thinking over here. ROBERT: It's both the artistic  side and the business side. He seems to have both going for him. –ROMERSA: And cut. –BARNEY: Gorgeous. –Okay. –ROBERT: He didn't really show the  artistic side of himself until later. Looking back, he wanted to be a plastic surgeon, and it's probably better he went into art. He just goes out and does  things. I don't know what it is. He doesn't seem to have some of  the fears that the rest of us do. He just seems to go straight  at it and find a way to do it. BARTALOS: Today's our second day doing this makeup on Matt. For this makeup, Matthew wears a prosthetic  of his lips blown open and the gums shattered. And then I use what's called pax,  it gives him the strange skin tone. And then we model with airbrush  the strange red veins on it to give it a kind of an organic  life underneath the plastic feel. Usually, what I do is that. MAN: I think Matthew is picturing  this as some kind of more formal thing like when you're watching the guy... BARNEY: It's probably harder for other people to take  direction because I look so ridiculous. MAN: so, Richard, I'd like to try  a couple court paintings, you know, where you're kind of on ¾ and the  hand is really deliberate in front. And the eyes are sort of off... BARNEY: As the story became about a  conflict between a union of metal workers and a union of stone masons, Richard Serra started to make sense  to me as a kind of chieftain character who could preside over the metal workers. –Like so, Matthew? –Looking good, nice. To be sure, Richard's been a  major influence on my work. And particularly, the "Throwing lead"  pieces that he did in the late '60s. SERRA: I think a guy like  Matthew probably looks at my work and there's a certain kind of physicality  that he recognizes in the work, where he feels his sensibility  can link into that physicality. Albeit, he has a very, very  different way of viewing the world, basically through images, not through models. –BARNEY: Little more torque  on the upper body, good. –Eyes right in the lens, good.  Take a quick look. It's weird. BARNEY: You know, in a certain way, a lot  of the characters that I bring into this are asked to do things that really have  to do with sort of physical feat rather than a kind of mannered, um… performance in any way. –Okay, let's do it. –MAN: let's lock it up, guys. –BARNEY: Three, two, one,  start the boom, and action. The architect, who's played by Richard  Serra, is shown throwing Vaseline on the top of level five, in really exactly the same way that  he threw hot lead in the late '60s. Of the types of work that I  gravitated towards in art school, those were the first pieces  that I think I truly understood. –And three, two, one, and action. Characters like Harry Houdini, Gary  Gilmore, Norman Mailer, and Ursula Andress, in certain ways… have a kind of physicality  in common about the way that violence is sublimated into form somehow. Which is for me what "Throwing lead" is. And I think that, as a theme, is sort  of central to what my project is about. I think we're just trying to get it  right, you know, for the scene to work, without passing any judgment on it, really.