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

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.

2. Rizzoli Bookstore

Unable to stomach writing for a crappy TV comedy, Isaac abruptly quits his job. Now unemployed, he is anxious about his decision to leave his job, while tongue-lashing the producers for being drug addicts on his way out (in his defense, he is right). He confides in Yale his worries now that he has no income coming in, with some of the film’s best one-liners delivered by Allen in this scene. Yale offers him financial support, to which Isaac replies he has enough to live for a year “if I live like Mahatma Gandhi.”

The scene takes place at the legendary Rizzoli Bookstore, whose original location was on Fifth Avenue and has recently lost its 57th Street home.

3. MoMA Sculpture Garden

At the MoMA Sculpture Garden, Isaac meets his friend’s mistress Mary for the second time. Note Gordon Willis’s gorgeous shot here. Allen was always very confident in his cinematographers, sometimes allowing them to have free reign on how the scenes were staged and filmed. This scene is most famous for having the “orgasm” discussion, in which Isaac hears that a woman had a “wrong kind” of orgasm.

4. Riverview Terrace

Even if by some chance, you have never watched Manhattan, you know this singular shot. Though he had to wait until 5 am, and have a park bench brought in, Willis worked with the city to have the lights on during the filming of this scene, in which Isaac and Mary look over at the Queensboro Bridge between Sutton Square and Sutton Place in Manhattan. It is one of the most iconic and memorable shots in the history of cinema.

5. Bloomingdales

Isaac has become interested in Mary, but Yale still has feelings for her despite his marriage. At first, Mary tries to talk him out of the relationship, but Yale will hear no part of it, finally just convincing her to go to a hotel to make love. The entire exchange takes place inside one of NYC’s most iconic department stores—Bloomingdales—whose original façade was inspired by French architecture.

6. The Russian Tea Room

Isaac picks up his son from his ex-wife, who is currently writing a book about their break-up after leaving him for a woman. After debating with his son to get a smaller toy boat, Isaac takes his son to the Russian Tea Room for lunch. Opened in 1927 as a place for Russian expatriates to meet, it later became a place where you could see the most important people in the entertainment industry. It closed down in 2002, but reopened in 2006 with its original look intact. No word on whether they will still give you a spare jacket.

7. Hayden Planetarium

Mary asks Isaac if he’d like to go for a walk in Central Park, as it is a beautiful day outside. A thunderstorm breaks out, causing them to flee to the original Hayden Planetarium. The scene is remembered for its incredible visuals, where Willis lives up to his “Prince of Darkness” nickname. Isaac and Mary are completely covered in darkness, with only their silhouettes shown against the planet Saturn.

The original Planetarium opened in 1935, a part of the American Museum of National History. It was demolished in January of 1997 and reopened in its current form in February 2000. The Planetarium hosts events, discussions and more with a focus on the Universe and cosmic discovery.

8. John’s Pizza

Tracy tells Isaac that she has an opportunity to study acting in Great Britain. Isaac is glad for her and wants her to take advantage of it. Tracy does not want to leave Isaac, and asks him to come with her. He explains to her that their relationship will not last; he makes light of the situation, saying that by the time she is reaching her sexual prime in her mid 30’s, so will he, in his late 60’s.

Before they go on a carriage ride through Central Park, they eat at John’s Pizza on Bleecker Street. The pizzeria has been around since 1929, the ownership handed down from generation to generation.

9. Whitney Museum of American Art

With Mary and Yale’s affair over, Mary is available, and with some encouragement from Yale himself, Isaac makes a move. The two hit it off and begin seeing each other. One stop during their date is the Whitney Museum of American Art. Located on Madison Avenue, the museum is named after sculptor and art collector Gertrude Vanderbilt Whitney. When talks of her showcasing her collection in the MoMA failed, she decided to open her own museum solely featuring works by American artists.

10. The Dalton School

Now dating Mary, Isaac leaves himself no choice but to finally end things with Tracy. Before crushing her heart to pieces, he picks her up from school. The Dalton School is an Upper East Side private high school with some notable alumni, including Chevy Chase, Anderson Cooper, Andrew Zimmerman, Christian Slater, and Melissa Russo.

The school, which was founded in 1919, is known for The Dalton Plan: a three part educational system which focuses on students in terms of education academically, individually, and socially.

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