Chris Vognar

The USA Film Festival kicks off Monday with the knowledge that it's no longer the big-ticket item in town. That distinction now goes to AFI Dallas.

But as the grandfather of local fests, USA still has a way of bringing in master craftsmen with names that aren't as big as their talents and achievements.

This year's guest list features plenty of names that don't ring bells (Audrey Dana? Austin Chick?). But it also has Texas native Rip Torn, accompanying his new film August. It has Claude Lelouch, director of the beloved French art romance A Man and a Woman.

And there's William Fraker.

You probably don't know the name, but you should know his work. A six-time Oscar nominee and one of the preeminent cinematographers of Hollywood's gritty Golden Age of the '60s and '70s, Mr. Fraker, 84, shot Rosemary's Baby for a young Polish filmmaker named Roman Polanski. He also captured one of cinema's all-time great chase scenes, zooming through the streets of San Francisco alongside Steve McQueen in Bullitt.

USA will fete Mr. Fraker on Thursday with a 40th-anniversary screening of Rosemary's Baby (for my money still the smartest horror movie ever made). "I have some great stories to tell after we run the film in Dallas," he says by phone from his Los Angeles home.

That's what they call a tease in the world of radio. Fortunately, he also shared a few of those stories during our interview.

Rosemary's Baby is a masterpiece of concealment, right down to the title infant. As Mia Farrow's expectant mother descends into madness, tortured by the question of whether she's paranoid or if they're really out to get her, most of the film's key moments are visually implied. They take place in our imaginations, which are given free rein to run wild.

Take the climactic sequence (sorry, spoilers don't apply for 40-year-old films. But quit reading if you want to). Rosemary has finally escaped the traps of her deal-making husband (John Cassavetes) and goes to confront her spawn. "She shakes the crib slowly, and she leans forward and there's a slight smile on her face," Mr. Fraker says. "That tells the audience she's beginning to accept the baby. So the camera goes in tight on her, and Roman says 'Cut!' "

He still remembers the conversation that came next.

Mr. Fraker: "OK, terrific, Roman. Now when do we shoot the baby?"

Mr. Polanski: "No, no, Billy, we don't shoot the baby."

Mr. Fraker: "You mean to tell me you have a picture that's two hours long, and it's called Rosemary's Baby, and you're not going to show the baby?"

Yep. And Mr. Fraker soon saw the wisdom in the strategy.

"You're involving the audience to make a decision about what they think they see and what they don't see," he says. "They're participating in the visualization of the movie. That's the beautiful hook. That's storytelling. That's moviemaking."

It's also an art that's lost on most horror filmmakers of today, when severed limbs, sadism and buckets of blood pass for provocation. To be fair, Mr. Polanski went gory in his 1971 Tragedy of Macbeth, which he made after the grisly murder of his wife Sharon Tate at the hands of the Manson family. But Rosemary is a study in chilling restraint.

Mr. Fraker still teaches cinema at the University of Southern California, where he graduated in 1951. He cut his teeth watching the films of the classic Hollywood studio system, then came to prominence during a period that worked directly against that system.

So he deserves to be heard when he says something is missing from the current industry.

"You know what we've lost?" he asks rhetorically. "We've lost the romance of making pictures. It was exciting. You couldn't wait to get to work in the morning. You felt you were achieving something. You were creating something original."

It's been years since the USA Film Festival delivered Hollywood's big guns. After all, the William Frakers of the world won't bring out the city's glitterati.

What he will bring is a wealth of knowledge and a world of experience.

And, of course, the rest of those stories.Plan Your Life

The USA Film Festival runs Monday through April 27 at the Dallas Angelika, 5321 E. Mockingbird Lane. Rosemary's Baby screens Thursday at 7 p.m. For more information call 214-821-3456. For tickets call Ticketmaster at 214-631-2787.