You'd think the relationship between a DP-turned-director and a DP would have its fair share of conflicts--"Why not use HMIs on this shot?" "How about trying fluorescents here?"--but not so for Barry Sonnenfeld and Don Peterman. The pair have worked on three films together: Addams Family Values, Get Shorty, and their most recent collaboration, the Columbia Pictures film Men in Black, scheduled to open July 2. Says Peterman, "Even though Barry's an ex-DP, when I first started working with him, he just didn't want anything to do with the photography. We'll collaborate when we do an answer print, or we'll talk about the lenses together a lot. But as far as the lighting, he doesn't want to know anything about it. He just disappears in the trailer. I'm sure if I left everybody black all the time, he'd say something. But usually I don't have a problem. We seem to work well together."

Still, there is a unique look that has become the hallmark of Sonnenfeld's films, from his days as a DP for the Coen brothers to his own work, and Peterman has strived to retain at least some of that style for the director. "Barry likes to use a lot of wide lenses, close-ups with wide angles, and a lot of movement," he explains. "We do a lot of movement in Men in Black, a lot of work with a Bocam, which is a smaller, modified camera used to shoot in VistaVision. We also did a lot of hot-head, or remote camera stuff. But regardless of what we do, I'm used to him and I know what he's looking for."

Men in Black is based on the Lowell Cunningham comic book series and stars Tommy Lee Jones and Will Smith as a pair of elite cops monitoring alien activity on Earth for an agency that doesn't officially exist. Principal photography began in mid-March of last year and followed a 17-week production schedule, filming on location in Los Angeles and on five soundstages at Sony Pictures before moving to New York for several weeks of practical location work and on the Empire Stages in Queens.

Needless to say, the film is suitably effects-heavy, courtesy of Industrial Light & Magic. That was no problem for Peterman, who was nominated for an Academy Award for his work on Star Trek IV: The Voyage Home, and who actually started out in special effects, lining up shots for an optical printer under Roy Seawright, the inventor of the traveling matte for the Topper films. Ironically, one of the biggest problems involved dealing with the stars' wardrobe on blue screen. "They have these black suits on, and they're running around at night, so you've got to use a lot of backlight on them. We tried to make long shadows and use backlight to bring out their suits."

Another tricky shot took place in a night exterior shot on location. "There's a scene where this giant 'Bug Man' crash-lands on a farm. We went out and shot the farm, and ILM put a hill behind it, and there's a little star that comes up over that and gets bigger and bigger and comes over the house and crashes into a truck. So we got a light ball on a crane and a wire, and ran it over the top of the house so the residual light would go over the house and then hit the truck. And then ILM put the spaceship over that in CG. That was hairy, because you have to look at it like somebody's driving a car up to the house or something. But when it's all done in effects later, it's a lot harder to get the balance right."

Production designer Bo Welch created a series of wickedly inventive sets for the film, which forced Peterman to be equally creative when it came time to light and shoot. Chief among these is the Men in Black headquarters, ostensibly located in New York City beneath the Holland Tunnel ventilator shafts near the Hudson River, but actually built on Sony Pictures soundstages 12 and 15. Welch's set is an homage to 1960s corporate architecture and is designed as a sort of Ellis Island for aliens, with the look and feel of an airport.

"It's this gigantic 60s-Modern thing, about two stories high, over 100' [30m] wide, with a wall of white, and these half arches of steel with holes in them," Peterman explains. "A lot of this film was shot in VistaVision, but we talked to ILM and decided that if we lit the set with 48, or 100 ASA, we would not have to use the VistaVision camera; we could shoot with our regular Panavision camera. That way, we didn't have to switch cameras, which is a hassle because the lenses are so different. So we lit to 48, and I had to get like a 2.81/2 stop in the middle, so we were really up there; we used about 300 lights on that stage. We had three rows of lights, something like 64 20ks hitting it from different angles. We had 10ks up high, and a lot of Mole-Richardson Sky Pans, which are 30"-round [76cm] lights with an incandescent bulb used to light backgrounds. There was soft light coming from the side, and a lot of practicals on the desks and so forth. We lit the space so that you could move around in it without needing a lot of extra lighting."

Another big challenge was an opening scene set in a desert, which, as it turned out, was shot onstage, complete with sand, cactus, and an actual paved road. It was also the first day of shooting. "Even if you're really out in the middle of the desert, trying to make it look right at night without over-lighting is difficult," Peterman says. "But you've still got to see everything. So what we did was light it so it almost looked like daytime, the cactus and everything, and then I stopped down and printed it low on the scale. That way everything was lit, but by overexposing and crushing it down in the lab, you get rid of any ambient light that's bouncing around.

"That was also difficult because we had to light a lot of it from below," he adds. "Barry likes to use these 14mm lenses down on the floor, so you're always shooting up into everything. So we had to build a bunch of black-cloth teasers to cover up every catwalk, because we had to light it mostly high since we were panning around with those wide lenses."

Since much of the action is set in and around New York, the Men in Black crew spent nine weeks shooting in the Big Apple last May. "We did a lot of work with 100' Condors at night in the city," Peterman says. "But in the summer they won't let you on the streets until 10 pm, and it's light at 4:30, so we got a little bit behind."

One New York landmark had to be recreated by Welch on the Sony soundstages in LA: the metal sculptures at the World's Fair grounds in Flushing Meadow, Queens. "The story is that one of those rockets on the sculpture actually works, and the Bug Man gets on board and takes off," Peterman explains. "And most of it was shot on an 85' (26m) stage because of the difficulties of shooting on location in New York at night. We lit all that with HMIs because it was a night exterior, and they get a lot more power out of them than 20ks. We had something like 35 or 40 of them up in these catwalks."

Prep was the key to making Men in Black work, Peterman says. "Barry is a very smart guy, and he really prepares these pictures and thinks them out beforehand so he doesn't get burned," he explains. "And we had a lot of prep on this. These pictures are so big now, and you have so much to figure out, and you have so many meetings with everybody. I used to do pictures where you had like a week's prep, and I had nine weeks on this. You should be really ready to go after nine weeks!"

DIRECTOR OF PHOTOGRAPHY Stephen Goldblatt, ASC

SPECIAL EFFECTS LIGHTING Michael Garrett and John Tedesco, Phoebus Lighting

CHIEF LIGHTING TECHNICIAN Leslie J. Kovacs

KEY GRIP Charlie Saldana

SECOND-UNIT DIRECTOR OF PHOTOGRAPHY Jamie Anderson, ASC

VFX DIRECTOR OF PHOTOGRAPHY Tim Angulo

Film lighting equipment

LTM 12k/18k HMIs, 6k HMI PARs, 4k HMI PARs, 2,500W HMI PARs, all complete w/extra 50' extension, and 200W HMI PARs w/AC ballast, DC ballast, and 7A battery belt

DeSisti 575W HMIs complete w/extra 50' extension

Mole-Richardson Tweenies, Molepars, 9-Light Maxi Brutes, 9-Light Molefays, Mighty-Moles, Mickey-Moles

Kino Flo Wall Lights, 4'-bank systems, 2'-bank systems, Mini Flo kits, Dedolight kits

Chimera Daylight Banks, Quartz Banks, Video Pro Banks, Quartz Speed Rings, Honeycomb Grids, Fabric Grids

Lee Filters

Effects lighting equipment (31) High End Systems Cyberlights (50) High End Systems Studio Colors (30) Coemar NAT 2500 units (4) The Obie Company Xenoscans (60) Phoebus low-voltage beam spots (12) Phoebus Silverbeam 1kW xenon searchlights (6) Phoebus Silverbeam 2kW xenon searchlights (4) Laser Media argon lasers with Fiber Rays (1) Laser Rays Ultra Ray YAG laser (76) Ianiro Iris 3 far cyc lights (12) Hubbell 1,000W Sportsliters (44) Cameleon Mark IV Telescans ETC Source Fours Altman Shakespeare units (2) Pani BP Gold 6000 projectors with GAM178 Endless Film Loop Machines (EFMs) (4) Pani BP Compact 4000 projectors with GAM178 EFMs (6) Phoebus SP1200 projectors with GAM178 EFMs (4) PIGI projectors Rosco gobo rotators (2) Wybron Autopilot systems (5) Flying Pig Systems Wholehog II control desks (1) Cameleon Mark IV Telescan controller ETC Sensor dimmers Live Wire electroluminescent cable Total Fabrications 12"x12" light duty powder-coated truss (36) CM Lodestar 1/2-ton chain motors Various quantities and styles of lights were used from scene to scene