Be Cool is a sequel to the 1995 hit film, Get Shorty. The characters in both films are based on characters created by novelist Elmore Leonard (Rum Punch, Out of Sight, The Big Bounce). In the original film, John Travolta played Chili Palmer, a Miami loan shark who travels to Hollywood to collect a debt. He gets seduced by the glamour of the film industry and decides to become a producer.

Travolta reprises the role of Chili in the sequel. Chili has become disillusioned with the movie industry. Maybe being a loan shark didn't make him hard-hearted enough to be a producer, but that's a different story. In Be Cool, Chili continues his pursuit of fame and fortune by managing a beautiful, aspiring singer named Linda Moon, played by Christina Milian. The subtext is that she has a problem with the Russian mafia. Uma Thurman is cast in the role of Edie Athens, widow of the James Woods' character in Get Shorty.

The large ensemble cast includes an array of Hollywood and music industry celebrities playing original and new characters. The short list includes Danny DeVito, Cedric the Entertainer, Andre 3000, Harvey Keitel, The Rock, Vince Vaughn, Aerosmith's Steven Tyler, and Robert Pastorelli, who died soon after production ended.

It is also appropriate to mention Los Angeles as a character. Settings in the city give the story an aura of authenticity, including scenes filmed on Hollywood and Sunset Boulevards and at other familiar landmarks. An important concert scene was filmed during a live Aerosmith concert in Mansfield, Massachusetts.

Be Cool is essentially a comedy that the actors, director F. Gary Gray and cinematographer Jeff Kimball, ASC treated as a drama with cinematic production values. They created a sense of reality that gives the film a voyeuristic quality, as though the audience is privy to a behind-the-scenes look at the lives of Hollywood celebrities.

Kimball notes that one of the hidden advantages of filming in Los Angeles is that an array of celebrities was available for cameo roles. Kimball was also able draw on a deep pool of Los Angeles resources, including an experienced crew with unique skills, as well as specialized grip and lighting gear.

Gray is a native of Los Angeles who was a cameraman for Black Entertainment Television in Los Angeles before he segued into directing award-winning music videos during the mid-1980s. He earned his first narrative credit in 1995 for Friday. His subsequent turns at the helm have included Set It Off, A Man Apart, The Negotiator and The Italian Job.

Kimball has followed a non-traditional career path. He made his first films on weekends in high school with an 8mm camera that he won in a competition by selling newspaper subscriptions. Kimball enrolled at North Texas State College in Denton, Texas, where he majored in psychology and music. He began his career shooting commercials in Los Angeles with Lee Lacey and other cutting-edge directors.

Kimball became Lacey's cinematographer-in-residence in Dallas in 1968. He subsequently shot commercials with Ridley and Tony Scott, Adrian Lyne and other European directors. Kimball earned his first feature credit in 1985 for The Legend of Billie Jean. Four of his first six films were directed by Tony Scott, including Top Gun and Beverly Hills Cops II. He has compiled some 20 narrative credits, including such diverse films as Jacob's Ladder, Curly Sue, Stigmata, Wild Things, True Romance, Mission: Impossible II, Windtalkers and Star Trek: Nemesis.

Be Cool was his first collaboration with Gray. Kimball watched Get Shorty to get a sense of the history of the characters. The images in the original movie were artfully rendered by Don Peterman, ASC, but Gray and Kimball decided to visually interpret the script as though it were a first-time movie rather than a sequel.

An up-front decision was made to produce Be Cool in Super 35 film format in 2.4:1 aspect ratio. The story and settings called for the scope of a wide-screen format. The Italian Job was produced in Super 35, and based on that experience, Gray was enthusiastic about composing and shooting in that format.

"I scouted locations with Gary and we used that time as an opportunity to talk about both the look and how we were going to cover different scenes," Kimball says. "Gary was receptive to suggestions. Later, we discussed blocking while watching the actors rehearse. It was obvious that two cameras were needed to cover many scenes."

Kimball also shot makeup tests with the main characters. Thurman played a leading role in Paycheck, which Kimball also photographed, but that was an action-adventure story. In Be Cool, he took a more painterly approach to sculpting light, designed to emphasize her beautiful face.

"I'm kind of a method cinematographer," Kimball says. "I try to get inside the story and feel it with my heart and soul and then figure out how to shoot it."

Kimball also established an easy collaboration with production designer Michael Corenblith, beginning with location scouts. Scenes were staged in several nightclubs, a restaurant kitchen and other locations where Kimball needed the production designer to give him the flexibility to move cameras and hide lights in niches.

"There are a number of nightclub scenes, which are naturally dark," he says, "but the reality is that it requires a certain amount of light to expose the film properly, so it doesn't look funky and the audience sees faces and eyes when that's important."

Kimball chose to record images on Kodak Vision2 5218 color negative, a 500-speed emulsion balanced for exposure in 3200 degree Kelvin light. He covered most scenes with two Panaflex Platinum cameras and a mix of Primo prime and zoom lenses depending on the situation. At times the cameras were on the business end of snorkels and other cranes with stabilized Libra heads, especially when Kimball was shooting on rugged city streets riddled with potholes.

"I've worked with John Woo on four projects and have learned a lot by watching how he moves the camera," Kimball says. "We shot up and down Sunset and Hollywood Boulevards at different times of day, including a scene where Uma and John drive a car right by the front of Grauman's Chinese Theater and into the parking lot. The trick was picking our angles and getting the scene shot before the crowds of tourists showed up. It didn't take long for them to catch on. John Travolta was like a magnet. People were stopping their cars in the middle of the street and yelling to get his attention."

Kimball shot a moody night sequence in a beach house near the edge of a cliff. There were big picture windows on all of the walls, which negated the possibility of bouncing ambient light. Kimball and his gaffer, Dan Delgado, put layers of diffusion on the windows facing the ocean and beach. He lit the interior to stop T-2.8 motivated by practicals on the set. That combination and the broad exposure latitude of the film enabled him to record the ocean and beach through the windows from the perspectives of the main characters in the story, which helped put the audience in their skins for that moment in time.

Another important scene was filmed at the Staples Center during a basketball game between the Los Angeles Lakers and Sacramento Kings, with over 15,000 fans in attendance. On the surface, it was a simple scene where Thurman, Travolta, Tyler and Milian walk down the aisle and take their seats. The trick was getting it right in the first take.

"The fans paid to see a game and we didn't want to block their vision," Kimball says. "Fortunately, the Staples Center is pretty well lit. We made the shot during a time out, which lasted about two minutes. Steve Campanelli followed the actors with a Steadicam and comes around in front for a shot of them in their seats. Kenny Nishino was pulling focus. You get one chance at shots like that, when it's Chili Palmer and his friends walking to their seats. After that, the crowd is yelling and waving at John Travolta."

Kimball placed a high value on A-camera operator Campanelli's facility with the Steadicam. Be Cool was storyboarded, but the filmmakers never hesitated to alter the plan for coverage and camera movement at the moment of photography because of unanticipated circumstances or sudden inspiration.

Leo Napolitano was the B-camera operator. Others on the crew included operators Chuck Mills, Malcolm Brown, Pernell Tyus, SOC and Mike St. Hilaire, SOC, along with camera assistants Greg Irwin, Chris Toll, Gary Ushino, Penny Sprague, Bob Heine, Dale White, Jerry Patton, Paul Tilden, Megan Forste, Scott Whitbread, Robert Baek, Jeff Pelton, Lynda Wu and Dave O'Brien, and camera loader Alan Jacoby.

"There is a scene at the Aerosmith concert where Steven Tyler brings Christina out on the stage to sing with him," Kimball says. "We figured that we would have to get it in one take, but Steven talked to the audience and got them whipped up and responding. We got three takes of that scene, which gave Gary and the editor more material."

Many cinematographers would rather not shoot with two cameras because it complicates optimal lighting. Kimball saw it as an opportunity to grab shots from different perspectives that would be impossible or impractical to repeat.

"It's all about taking advantage of your opportunities," he says. "Maybe you are shooting a scene where you need a master shot and a close-up and there isn't time to do it with one camera. There was an intimate scene with John and Uma drinking a little champagne at a swimming pool. They were literally nose-to-nose and face-to-face. We had one camera on John and the other one on Uma. We had eye lights on the cameras and Midgets on mini-arms, so they both got the lighting they deserved."

In general, Kimball says that the camera was objective, as though the audience are invisible observers rather than participants in the story. He characterizes Be Cool as a light-hearted comedy that has some dark insights about the characters and their world.

"I treated it as though we were shooting a drama, and paid a lot of attention to the faces," he says. "Some of the actors had ideas about how they should be lit and photographed. I listened and tried to make them happy. John Travolta has very blue eyes that require some front light. Your first obligation is to the story and the director."

The front-end lab work was done at Deluxe in Los Angeles. Kimball had the advantage of seeing film dailies during the beginning of production. That was important, he says, because it revealed nuances in colors, contrast and skin tones.

As we go to press, Kimball is beginning to time the film for continuity and put final touches on the look in a digital intermediate suite at EFILM in Los Angeles. Several years ago, Kimball timed and integrated visual effects with live action for Star Trek: Nemesis in a digital postproduction environment. However, much progress has made since then. This will be his first experience timing an entire movie in a DI suite. The conformed negative will be scanned and converted to digital format and timed by Kimball in an interactive environment with the colorist.

"I'm anticipating that we'll do some work on skin tones," he says. "For instance, there are scenes where Cedric the Entertainer, who has very wonderful dark skin tones, is standing next to Uma Thurman, who has beautiful pale skin tones. We'll be able to isolate their skin tones and touch them up so they reflect what we saw with our eyes while we were filming those scenes. Little things like that can make a big difference."

The other big advantage is that the images recorded with spherical lenses in Super 35 format will be "squeezed" into 2.4:1 aspect ratio in the computer during the DI process. The timed digital files will be recorded directly onto 35mm color intermediate film used as a master for generating release prints. With traditional timing at a film lab, an additional step would be required to optically "squeeze" it into wide screen format.

Be Cool was produced by Jersey Films and MGM, which will distribute the film.