Abstract: Direct methods have shown promise on visual odometry and SLAM, leading to greater accuracy and robustness over feature-based methods. However, offline 3-d reconstruction from internet images has not yet benefited from a joint, photometric optimization over dense geometry and camera parameters. Issues such as the lack of brightness constancy, and the sheer volume of data, make this a more challenging task. This work presents a framework for jointly optimizing millions of scene points and hundreds of camera poses and intrinsics, using a photometric cost that is invariant to local lighting changes. The improvement in metric reconstruction accuracy that it confers over feature-based bundle adjustment is demonstrated on the large-scale Tanks & Temples benchmark. We further demonstrate qualitative reconstruction improvements on an internet photo collection, with challenging diversity in lighting and camera intrinsics.