Mortal Kombat: Annihilation is what skeptics feared would occur when director John Leonetti hired his older brother Matthew to shoot the film sequel of that name. "People said, 'Are you sure you want to do that? You're going to have problems,' " John recalls.

Indeed, there were difficulties associated with producing Round 2 of the videogame-turned-movie franchise. There was not, however, any Cain-and-Abel action behind the scenes, despite the unique pairing: This is likely the first time in film history that a director of photography has hired his brother, a fellow cinematographer, to shoot his first movie (or any movie, for that matter) as director. Even more interestingly, John Leonetti shot the original installment of the saga, a sleeper smash that grossed $250 million worldwide in 1995.

Common sense, not nepotism, motivated the choice, he says. "We're peers," John states. "I respect everything he says, and he respects everything I say. Where we have an additional advantage is that, as lighting cameramen, we not only know how to light well, we know how to light fast: 40 setups a night on this picture. To be able to do that, with a second unit running simultaneously about 60 yards away from us, with another lighting setup--well, Matt is just excellent at that, and I'm OK at it, too. I'd be an idiot, really, if I hadn't learned something from him."

Though the three sisters born between Matthew and John opted for other professions, growing up in the Leonetti household was much like being raised in a film school for the two boys. In 1935, John and Matthew's father Frank began an illustrious career at MGM, with a duty roster that included stints as electrician, rigging gaffer, and best boy on films from The Wizard of Oz to Singin' in the Rain. A hobbyist by nature, Frank Leonetti began to invent compact lighting gear for the film industry in the 1950s, and his equipment found a niche on location assignments where small size was key. Within a few years, he developed the process known as wire diffusion. Recalls Matthew, "I remember working on this with him in the early 1960s. There was a need for it, because dad had developed the power globe for film applications, and then made the transformer that would boost the voltage of the globe to make it brighter. Normal cloths couldn't sit in front of the globes, as they put out such a concentrated amount of light, so he designed and developed a method of diffusing the light through wires, which has since become an industry standard."

In 1965, Frank Leonetti formed the Leonetti Co. Now 81, the senior Leonetti co-owns the company with Matthew, who works out of its Sun Valley, CA-based headquarters when not shooting films that include Star Trek: First Contact, Strange Days, Dead Again, Fast Times at Ridgemont High, Poltergeist, and a number of movies for action specialist Walter Hill. The company, which has grown to 40 employees, is now called Sunray and has two arms: the motion picture equipment rental house Leonetti Rentals, and Sunray, which manufactures lighting products the two developed in the 1980s. The Sunray(TM) line is a range of HMI PAR equipment, from 575W to 18kW, including a magnetic and flicker-free 12/18kW fresnel HMI fixture used on Mortal Kombat: Annihilation.

Like others in Hollywood, John Leonetti assimilated the movie business at mealtimes. "I was asked to shoot a TV series once, and asked why they wanted me," he recalls. "The producer said, 'Because you learn more across the dinner table from your dad and your brother than most guys learn in 10 yearson the set.' And it's true."

When John was a teenager, Matthew brought him to Texas on a film where he was the camera operator. "I got John a loader's job, for the summer," says Matthew. "A few years later, after he had finished college, he worked with me as an assistant and as an operator when I was a director of photography."

"I was getting paid to go to school, is how I figured it," says John. "Our relationship then, of course, was very much adult/child, given our 15-year age difference. When I was an assistant cameraman I loved pulling focus for Matt and I never, ever left the camera, except to use the bathroom. I used to stand by the camera and imagine what it would be like to be a DP, and a director. I compared what they were doing to my own vision of what was going on, and there were times I'd get really excited. Matt used to slap gaffer's tape on my mouth--I'd get vocal sometimes!"

In 1994, John Leonetti, by then a full-fledged DP, shot The Mask for New Line Cinema, then segued into the first Mortal Kombat. Impressed by his interest and enthusiasm, New Line hired him to pick up the megaphone for the sequel, which is scheduled to be released this month. Matthew says his brother's moxie was a plus in his transition to the director's chair. "Working with him, I saw that he was as sharp and smart as every director has to be, with the ability to absorb and retain information, and quickly--and correctly--answer the 600 questions that come up everyday."

On a movie that gave both brothers three new stamps in their passports, rapid response rates to fast-changing situations were a requirement. The universe of Mortal Kombat, where the fate of the Earth hangs in the balance as god-like beings, monsters, and humans duke it out for world domination, is partly a special effects creation, with more than 200 shots supplied by Flash Film Works and other houses. But it's also composed of locations in Europe, the Middle East, and Asia, which were not cooked up on computers.

For 74 shooting days beginning October 1996, the company alighted from Wales to a studio outside London, then flew on to Jordan, for two weeks of filming in the stone-hewn cities of Petra and Jerash, which date back to ancient Rome. After a break for Christmas, the company spent seven weeks in Thailand, among the splendid ruins of Ayutthaya, and a 400'x300' (122x91m) temple set that production designer Charles Woods and his team created onsite for the movie's final sequences. "Ayutthaya is a very sacred place for the Thai people," says Matthew Leonetti. "On our very first lunch there we went to a prayer meeting with a local monk, who blessed us and blessed the sets."

The sets stayed intact, but the same could not be said for the crew, despite the monk's appeals to a higher power: flu, pneumonia, and dysentery, exacerbated by chilly nights in Jordan and hot days in Thailand, took their toll. "I can't think of anybody who didn't get sick in one way or another," Matthew Leonetti says. "Just with all the traveling, it was a rugged film. While we were shooting in Wales we were prepping in Jordan, trying to get the camera and lighting equipment organized and the electrical rigging done from 2,000 to 3,000 miles away for what was a night exterior shoot there. Making a movie is hard enough, but those kinds of logistics make it all the more difficult. Still, we got through it, and despite communication gaps that arose the international crews were good technicians."

John Leonetti adds that the "awesome" teamwork between his brother and his longtime gaffer, Pat Blymyer, and key grip, Lloyd Barcroft, helped keep the film's arduous schedule on track. As the movie's characters, including human fighters Liu Kang (Robin Shou), Kitana (Talisa Soto), and Sonya Blade (Sandra Hess), and their heaven-sent master, Rayden (James Remar), are fast on their feet, the cameramen had to be, too. "To bring the audience right into the fight scenes, we got in with the actors as close as we could, sometimes with handheld equipment. We used wide-angle Zeiss lenses and real wide, low angles--crazy angles--to give the fights additional dimension," Matthew Leonetti says. "For the first film, John invented something called the 'WackyCam,' an Arriflex with a piece of Plexiglas on it, which we also used on this one; the actors could kick right at the lens, or hit the lens with their feet or faces. Sometimes, we were their opponent; it was the camera they were fighting. At least half a dozen times during the shooting the actors knocked the equipment loose from our hands."

Colorful lighting enhances the main events. The Outworld, where Mortal Kombat: Annihilation's deities dwell, retains the purple-and-yellow motif John Leonetti set in the first film, with new touches added by Matthew; dramatic backlighting, with smoke rays and xenon sources, among them. "I have a taste for European-style soft light," says John. "But Matt is an expert at hard light, and I think he improved the Outworld, which is where a lot of this film takes place--and you don't want it to get boring-looking. He and Pat introduced white light with the colored light, which not only separates the colors, but gives the image much more dimension. And Matt's use of hard light in closeups--just the way he mixed the hard and soft light generally--was stunning. His eye is even better than I remembered it."

Matthew encouraged John to use more hues on the film. "John learned to love colors from me," he says. "We worked together on a picture called The Ice Pirates that had more colors than you could shake a stick at; it was science fiction, and it was appropriate. In the cavern sequences of this film we have some blue shafts of light that he really liked, and they fit the story we're telling."

The Sunrays helped boost the color content of Mortal Kombat: Annihilation. "We used them all over the movie," Matthew says. "Sometimes for day exterior booster, for filling in faces. And extensively at night--maybe 30 or 40 units--in our Thai temple. It's night exterior, and all purple. Purple gel takes away two f-stops of light, so maybe where you would use one 4k, you've got to use an 18k instead, because of the light lost on that gel. Color choices do force you into some different kinds of lighting, but it all turned out fine, and John and I proved very compatible making all the choices we made."

With Mortal Kombat: Annihilation awaiting release, John Leonetti says his choice to hire Matthew proved a knockout for the film. "Photographically, it's awesome--if I had my druthers, I'd hire Matt every time I made a movie," he says, adding that the two have formed a production company, Little Lion Pictures, and are scouting scripts and backing. "Mortal Kombat: Annihilation cost in the $30-35 million range, but one director I know thinks it cost at least twice that. We feel we can bring that kind of production value to the table. Technically Matt and I are astute, and creatively we've got something going for us. Together, we make a good team."