Having survived his traumatic experience as a Universal Soldier (in Roland Emmerich's 1992 sci-fi action flick), reborn and refitted Vietnam veteran Luc Deveraux (Jean-Claude Van Damme) now works as a technical expert on a special government project devised to revive and improve the Unisol training program. All his efforts become threatened, however, when the supercomputer controlling the Soldiers - SETH, the Self-Evolving Thought Helix (Michael Jai White) -- goes berserk and sets out on a destructive rampage. Deveraux is the only one qualified to take on the elite team of deadly, cybernetic warriors at its command. Besides, he's got a personal stake in the mission - the Unisols have captured Deveraux's daughter, Hilary (Karis Paige Bryant).

When ex-stuntman turned second-unit director Mic Rodgers was approached to helm Universal Soldier: The Return, his first choice as cinematographer was well-known second-unit director of photography Mike Benson (Terminator 2 - Judgment Day, Clear and Present Danger, Patriot Games, The Saint, Rush Hour, Sliver, Eraser, Volcano). The two had become acquainted while contributing to the second-unit work on Volcano. Fortunately, Columbia executive Gary Martin had known Benson for years, and believed that he deserved a break - thus, he earned the nod for his first main-unit credit.

"Mic and I really clicked, when we were doing Volcano together," says Benson. "Although constrained by the need to follow the style of first-unit director and director of photography, we were able to push ourselves in interesting ways. Our working style is based on our understanding of each other, and the ability to communicate our ideas, anticipate challenges, problem solve pitfalls, and enjoy the shooting process at the same time. We respect and like each other a great deal." Considering the intricate challenges of this action picture, their close relationship would come in quite handy. "No scene was longer than two pages," he says. "We did 1,592 camera set ups in 56 days. We shot only seven days of daylight exteriors - the rest included night exteriors, and day and night interiors. In essence, this meant we would need more lighting equipment and set up time."

"Since we were shooting pure action - something Mic and I have been doing for the past seven years - I knew we didn't have time to do anything really fancy, or the budget for the big toys," says Benson. "All we added were close-ups and our combined unique style - we were not reinventing the wheel. Our philosophy was K.I.S.S. - 'keep it simple, stupid.'

"In looking at the script for the first time, we got a flavor of the story, but we were really looking at it for the cuts. In movies like this, action is everything, meaning that the punch comes from the cuts. We didn't have to spend that much time on making masters work. The idea was to get enough material, and cut to close-ups for the important shots. Shooting everything in small pieces is interesting. Sometimes, we finished a set up that wasn't 'perfect,' but knew that it would be used as a cut-away or a bridge from one shot to the next."

The erratic availability of talent added to the shooting schedule's dilemmas. "Jean-Claude could be available on certain days, so we were often doing close-ups first and going back to shoot the masters at a different time. That's the opposite of what a director and cinematographer like to do - start broad and punch in for the close-ups." Also, actors like Bill Goldberg (the WFW World champion wrestler who plays arch-nemesis Romeo) had other commitments. He had to cut a slice of time from his "real" career - wrestling in California - to get to the picture's Texas location.

"But we had Peck Prior as editor extraordinaire, and Sandy Solwitz as first assistant editor. They knew we were shooting 'little pieces' and were constantly working against an impossible schedule, to put sequences together, so Mic and I could see the holes and give us time to plug them." The production team, however, put themselves through the convoluted schedule without much of a fuss. "Even the way we had to break up the opening sequence, where Jean-Claude [as Deveraux] and Kiana Tom [as his partner-in-crime and confidante Marie] are being chased by the Unisols on the water through the swampy marshes of Texas/Louisiana Bayou, was easy because everyone took the challenges in stride.

"We had seven days to shoot the first five pages of the script," he explains. "This takes place on the water with jet skis. Due to Jean-Claude's availability, we had to shoot close-ups first, on day one of shooting. This was difficult, because we had not shot the master yet and we were not quite sure where the major stunts would occur. "Mic and I wanted the jet-ski sequences to have very little dialogue," he continues. "We wanted fast cuts and all action.

There were had boat-to-boat, and boat-to-jet-ski set ups - all hand-held. For the principal close-ups, we built a mock-up jet-ski on a 27-foot pontoon boat. The pontoon boat was built to Mic's specifications, with a 200 H.P. outboard motor. With 25 crewmembers aboard, it was able to travel in excess of 40 miles per hour.

"When it comes to planning and executing action, Mic is the best. The studio was nervous about us starting our first day of shooting with a big action sequence on water. But Mic and I were confident that we could pull this shot off, as we have both spent the last seven years shooting big action sequences."

The "pure action" mode of Universal Soldier: The Return prompted Benson to shoot the picture primarily on Kodak's Vision 500T 5279, occasionally switching to the 200 ASA EXR 5293 for day exteriors. With the knowledge that he'd be only two generations from the release print, Benson utilized the straight 1.85:1 ratio. "This gave me the ability to underexpose shots to get the gritty look we wanted for several sequences," he notes.

"Our basic camera package was a Panavision Gold II with a 17-75mm Primo Zoom, to be used as a variable focal length lens, and a full set of old style MK II lenses, all at an f2.0 aperture. These lenses are small and great for handheld, and the MKII lenses could be used on extra cameras.

"I used as little filtration as possible," he adds. "A light ProMist for the interior sets - and on women, a diffusion made in the early 1950s. On day exteriors, I used a color enhancement filter.

"Our camera package was supplied by Panavision Dallas. John Shrimp worked to package us within our budget. I don't know how he did it, but - 'thank you' - we never had a camera or lens problem while shooting. They always supplied us with our requests. I can't say enough nice things about Panavision's equipment.

"Executive producer Mike Rachmil was great, and was always trying to find ways of getting us the equipment necessary to make a sequence better. He provided us with a Musco 15 light for night exteriors, and aerials for our opening jet-ski sequence. We tried to keep everything simple - reserving our 'requests' for big- ticket items when we really needed them. We did get the Giraffe Crane with remote head, and the Steadicam for 20 days.

Production designer David Chapman (Last Exit to Brooklyn, Mad Dog and Glory, Simon Birch and consultation work on Eyes Wide Shut) had his hands full in fashioning an array of cyberpunk sets. "He took a practically no-budget show and was able to create everything we needed," says Benson, enthusiastically. "David had a short three weeks to do everything in prep. Tight, to say the least but he wasn't bothered. Before the shoot started, we sat down and talked. He asked me what I liked and what I didn't like. I surprised him by saying that I wasn't afraid of white or dark sets. I do like to light from the floor up, but I also like top lighting.

"He was able to give me fluorescent lights that looked like practicals, allowing me the ability to turn and shoot in any direction, and to use what was in the set as my primary lighting. Staying within a 2.5 or 2.8 range, you don't need much light when shooting today's film at about a 500 ASA.

"A production designer is really the cinematographer's best friend. What David put into the sets gave me much more room to move. That translated into speed, which translated into the ability to make our pages and our schedule."

For Benson and Chapman, the SETH chamber is a perfect example of the visual synergy that emerged from their cinematographer/production designer cooperation. "David designed it so that we could have fluorescent lights hanging on the sides, at an angle - looking like they were part of the set! He also gave me the ability to hang 36 Par lamps through half grid and muslin for the overall down light.

"We even talked about color for this set, before he started the design," Benson adds. "He asked me how I felt about color. I opted for a touch of Antique White. I was going to light the set very brightly, and didn't want a high-gloss white to oversaturate the film. I used the overhead grid to hang Fresnel lights, and give me the back crosslight for separation. They also accented the details of the set. The overhead truss system was put on a computerized rock-and-roll dimmer, for the ease of making light changes.

"By adding a little smoke, we broke the hard contrast - just enough to cut the contrast but not enough to see. This negated the feeling that we were on a 'Hollywood' set."

In terms of creativity, Benson had quite a brainstorm at hand when pressed to illuminate the rather unconventional, all-glass brain chamber, where a monumental fight sequence ensues between SETH and Deveraux.

"The set involved corridors and chambers and ten sides of glass to one particular part of the set," Benson explains. "My biggest challenge was how to hide the lights and not see the reflection of the camera.

"For weeks, while David was working on the design and set up, the challenge kept preying on my mind. My first thought was to use a 50/50 mirror. That way, we could let the reflections bounce off the mirror and out of camera range - that's a great idea, when the camera isn't moving."

Even though the sequence would be executed in a succession of rapid cuts, Rodgers and Benson wanted the camera to remain in constant motion. "We couldn't float mirrors, so that was out," he says.

Benson's next idea was to deploy the glass in a gimbal-like fashion. "We didn't have the budget to gimbal all the glass, I still remained firm, when I talked to Rachmil and the other producers - something had to move.

"We had three layers of glass, so the compromise I proposed was to gimbal the first layer. Again, thanks to David Chapman, we found a way to gimbal the pieces. No, we didn't get a four-way gimbal. Pinning the glass in frames was too much. But, I knew that it didn't take much to move a reflection an inch in either direction, to throw it into a different angle."

Chapman and Benson reworked the set to the point that one layer was gimbaled horizontally, while the remaining layers were rigged so that Benson could have the glass pulled out, if the reflection couldn't be hidden. "Now, all we had to do is put a bounce soft light for back cross and separation.

"The cuts were so fast that no one would know that we pulled a piece of glass," Benson reasons. "With detailed graphics in our mind, we were able to move quickly - whether handheld or on dolly - through this complicated set. We pulled pieces of glass, so we would not catch the reflection of camera."

Chapman offered the cinematographer numerous perspectives from which to illuminate this transparent chamber over the course of its five-day shoot. "What could have been a horror of a set, David made friendly so the impossible became relatively easy. We brought in fluorescent lights from the floor," details Benson. "In the center of the set we had fluorescent tubes in the floor, with white Plexiglas over them - this became the main source.

"David also built metal channels in the sides of the walls, which allowed us to put small fluorescent tubes inside. This gave us a really high-tech look, and an ability to see our lights in the set.

Part of the SETH headquarters included an area called 'The Blue Room,' which is the site of the hero and villain's climactic combat. "The room is about 15 by 20 feet, with reclining prop chairs, including an entrance way that emits nitrogen gas. We wanted to make it look different, so we lit it really cold - with ellipsoidal theatrical lighting units carrying double full CTB.

"With the lights out of the way, we could really move the camera along the dolly at a fast clip. And actually, this was one point where the producers asked if I wanted to do the shots on a Steadicam," he says. "We decided to reserve it for other sequences, and made the dolly work for us, instead.

"But using Steadicam in the 'Brain Chamber' gave us the sense of urgency we were looking for, and the ability to move within the glass enclosure freely."

Nearly every five minutes of Universal Soldier: The Return is filled with some sort of high-octane confrontation, so Rodgers and Benson constantly had to bring distinct looks and visual approaches to the non-stop action. The so-called Generator Room is a space that required one of Benson's most interesting lighting applications. "This is where the good guys, an army of advanced tactically-trained soldiers, are lead by Jean-Claude into a chemical building," Benson explains. "They go through the bowels of the building - lit in 'emergency mode' - and enter a generator room, where ten good guys are attacked by Unisols, who drop on them from the ceiling, shooting weapons designed by Mic." (Rodgers' pistols had special fixtures inside - small penlights, charged by nine-volt batteries, which lent the scene a two-dimensional effect.)

Benson lit the bowels of the entrance from a very low vantage point, and brightened the walls with fluorescent tubes, hiding them behind barrels to silhouette the actors. Each principal carried a flashlight, providing enough coverage for the mood.

"We decided to light the gun battle with much harder light," he explains. "We put practicals in the grates of the walkways and used 2K and 1K Fresnel lights. Our method was basic and simple. I used 5Ks through the flame bars to create the fire effect on the actors.

"Because we were shooting 1.85, I didn't have to worry too much about underexposing. We started a stop-and-a-half under-exposed and were able to crush the lights down even more in printing. If we had gone Super 35mm, I would have had to have done almost normal exposure and then print down to get the mood."

As the skirmish progressed, Benson introduced a raging combustion, which he then manipulated as a source. "Fire can be your friend," he says. "If you know how to work it. In this case, we let the fire become some of our backlight and be a presence in the set. Basically, we lit the walls and let the people wander through the set."

But not all of Benson's sets were David Chapman designs erected from the ground up. At one point, the story leads Van Damme into a strip club, a location discovered by Chapman in Dallas, Texas. "Even though we were setting up for fight sequences, we could really go for theatrical lighting here. The tough part was the fight in a hallway, against a wall. We needed to hide the lights from the camera, and still give it an edge. I asked David for practicals, to be set in the ceiling and the walls."

The club itself involved an immense pre-rig for Benson's crew. If ample time had been available, this task would not have been as problematic. However, since the site was an actual working gentleman's club, production was only allotted one day to work, and could only pre-rig after the club closed on a Monday night.

"We pulled everything we could from the portable lighting truck," says Benson. "Fortunately, the club had a mezzanine, so we were able to put our lights up there, shooting down.

"We shot the fight sequence handheld, giving a more kinetic feel to the action. We used available light - every light available, that is. We used rock-and-roll trusses and hung Par cans with colored gels - not too difficult - but time was working against us for this limited pre-rig."

When Benson went outside, he tried to conserve costs, allowing for flexibility in the budget, should he get into trouble. This frugality came into play on a night exterior of the Ryan Lathrop complex, which in reality is the Superconducting Super Collider, a now closed, government venture situated in Waxahachie, Texas. "We thought about lighting this with Condors and Dinos and making it 3200°degrees in color," he says. "Then, when we broke it down to man hours, production said it was too expensive.

"That's when we decided to bring in what is always thought to be the 'expensive' lighting tool, the Musco 15 light. We also gelled it with CTO and opal diffusion. By putting it outside the complex, we were able to get the light up quickly. We only had to move it twice.

"Knowing we were against the clock, we tried to get everything in five nights, but the 'plague' hit the cast and crew, suddenly. When several major players are too sick to work, you shut down. To finish the shots, we had to hold the light over. The extra days might have made it a little costly but we were really saved by the speed."

At the end of the 52-day schedule (Rodgers and Benson brought in all the shots on time) production decided to replace several pages excised from the script early during the shoot. "We had to do extra scenes with Bill Goldberg and Kiana Tom as well as extra fight scenes in the strip club. We also extended Michael Jai White's monologue in the Brain Chamber. Even with the added days, we came in under budget! And, we still got a great action picture."

Benson can't give enough credit to his crew for this shoot's efficiency. Not only did they move through the short shots quickly, but matters such as having to film in continuity (because of actor availability) and the shots' overall fragmented approach were all handled by the crew with ease.

"Most of the camera crew came from Texas," says Benson. "I had asked my long-time friend Ed Morey III to operate A-camera and be director of photography on second-unit. I am blessed to have Ed as a friend, and for all his help on my first feature.

"I would like to acknowledge first assistant Fred McLaine, B-camera operator Gary Jay, and Steadicam operator Jim McConkey. Other key camera crew members were Don Ready, Kevin Boyle, David Brink, Ron Horick, and April Kelley - all outstanding in their field."

Benson notes that the professionalism and high quality of work went way beyond the camera crew. Gaffer Peter Clarson (who has worked with Don Burgess, ASC) managed to pull off the impossible on more than on instance. "Peter and I share the same interpretation of lighting," he explains. "From our first meeting, we got along extremely well - he is a very talented technician.

Even with all of this sturdy support, Benson began Universal Soldier: The Return bearing a heavy emotional burden. Just prior to production, his wife passed away. The cinematographer found that the best way to cope with his enormous grief was by throwing himself into the job at hand.

While dealing with his own demons, Benson took strength in picking production battles carefully. "I really wanted projected dailies," he says, strongly. "I explained to the producers, by doing this we could see where the pitfalls were and where we could improve the product. However, the cost was too big a ticket to sell. The producers did not want to incur the cost of projected dailies, so they opted for viewing dailies on videotape.

"This may be fine for the producers and directors to view," he says. "But the cameraman's needs are different - density, color, focus, and composition cannot be detected properly on video. Without projected dailies, you must rely on the lab to tell you everything is okay. The lab can give you an opinion on the mechanics of the film, but they can't comment on the aesthetics of filmmaking. Thus, it is imperative for the cameraman to view film dailies on the big screen.

"I couldn't sell it to this production but that doesn't mean I'm giving up - I'll fight for it again. And, if I don't win the battle, I'll do the same thing that I did on this picture - look at every foot on a KEM. It's a lot better than videotape. I couldn't catch everything, but it really helped my peace of mind."

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