Butler also completed One Flew Over the Cuckoo's Nest (1975) after Haskell Wexler was fired from the production, and was subsequently nominated for an Academy Award for Best Cinematography.

He moved with his parents to Henry County when he was 5 years old and raised in Mount Pleasant, Iowa, a small college town.

[1] Friedkin asked Butler to be his cinematographer on The People vs. Paul Crump, a documentary that focused on a prisoner who was slated for execution in Illinois.

[8] Butler earned his first narrative credit in Chicago in 1967 for Fearless Frank, a low-budget feature directed by Philip Kaufman.

[5] "I did some work with director Phil Kaufman on the Universal Studios lot as a writer while I was still trying to get into the Los Angeles camera guild," Butler recalled.

[10][11] Other films which Butler served as the director of photography include The Bingo Long Traveling All-Stars & Motor Kings (1976), Grease (1978) and installments two, three, and four of Rocky.

[3] Butler was also the cinematographer for Demon Seed (1977),[12] as well as Capricorn One (1977), Stripes (1981), Biloxi Blues (1988), Child's Play (1988), Graffiti Bridge (1990), Flipper (1996), Anaconda (1997) and Deceiver (1997).

Bill Butler recounted his initial conversations with Paxton about the script: "I liked the direction he wanted to take, and he inspired me to share his vision.

"[15] Butler is also notable for being a replacement to Haskell Wexler on two occasions: The Conversation (1974; also directed by Coppola)[16][17] and One Flew Over the Cuckoo's Nest (1975).

When they arrived on Martha's Vineyard, Butler showed Spielberg how he could brace a handheld Panaflex camera and take the roll out of the boat rocking on the waves with his knees instead of using a 400-lb gimbal.

He also is acknowledged for saving footage from a camera that sank into the ocean, having claimed sea water is similar to saline-based developing solutions.

[20] Butler also created a pontoon camera raft with a waterproof housing that achieved those trademark water level shots that gave a point of view from the shark fin.

In filming Amity, Butler was inspired by the work of painters such as Edward Hopper and Andrew Wyeth in their view of the United States untainted by urban life.

"Without your zen-like confidence and wonderful sense of humor, I would have gone the way of the rest of the Jaws crew — totally out of my friggin' mind.