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Gordon Willis, who passed away in 2014, shot some of the most iconic films of the 1970s. Called “The Prince of Darkness,” Willis loved to film dark shadows with minimal lighting. His style was influenced by the Expressionist movement in Germany and American Film Noir. He never won an Academy Award, only being nominated twice. Three films he shot, however, took home the Academy Award for Best Picture (The Godfather, The Godfather 2 and Annie Hall).

Say what you will about Woody Allen now (both professionally and personally), but during his prime Allen was an expert at picking the right people for his films. When the inspiration for Manhattan came to him, he spoke to Willis about how the film would look in black and white, hoping to show NYC the way he always looked at it growing up. The New York City native Willis agreed, and their collaboration became one of the Allen’s most memorable films (even if Allen did try to stop it from being released). To honor the late Gordon Willis, we look back at one of his finest achievements as a cinematographer. Here are 10 NYC locations for Manhattan.

1. Elaine’s

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After the iconic opening where Allen and Willis take us through some of NYC’s most famous locations, the film officially opens with an argument that has “been going on for twenty years.” When Allen’s character Isaac’s date goes to the ladies room, he discusses with the other couple that for the first time in his life he can actually beat up his girlfriend’s father. That’s because Isaac is 42, while his girlfriend Tracy is 17.

This exchange takes place on the corner of East 88th Street and Second Avenue, where Elaine’s once stood. The restaurant was a favorite for many writers and celebrities, including Gay Talese, Mario Puzo, William J. Bratton, Tom Wolfe, Clint Eastwood, Kirk Douglas, Mia Farrow, and of course, Woody himself. Allen has said that while the atmosphere was great, the food was terrible. Elaine’s closed on May 26th 2011, five and a half months after Elaine herself passed away at the age of 81.

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