SPHERE PRODUCTION NOTES

Academy Award-winning director BARRY LEVINSON directs Warner Bros.' terrifyingly suspenseful science fiction thriller, "Sphere," based on the bestseller by MICHAEL CRICHTON. Its all-star cast is led by two-time Oscar-winner DUSTIN HOFFMAN, SHARON STONE, SAMUEL L. JACKSON and also stars PETER COYOTE, QUEEN LATIFAH and LIEV SCHREIBER.

"Sphere" is a Baltimore Pictures/Constant c Production in Association with Punch Productions Inc., produced by Barry Levinson, Michael Crichton and ANDREW WALD. PETER GIULIANO serves as executive producer. The screenplay is by STEPHEN HAUSER and PAUL ATTANASIO; adapted by KURT WIMMER.

For "Sphere," Barry Levinson has assembled a creative team of the highest caliber, including production designer NORMAN REYNOLDS, director of photography ADAM GREENBERG, film editor STU LINDER, costume designer GLORIA GRESHAM, visual effects supervisor JEFFREY A. OKUN, second unit director DAVID R. ELLIS and stunt coordinator RONNIE RONDELL.

ABOUT THE PRODUCTION

"Sphere" began as a thought-provoking novel by one of the world's most popular writers. The book is one of Michael Crichton's most unusual efforts, a cerebral science-fiction story that is ultimately more about the power of the human mind than extraterrestrial concerns, but nonetheless terrifies with a series of thrills... all of it set a thousand feet below the surface of the mysterious, beautiful and potentially menacing ocean.

"In the end, Sphere is not about technology," says Crichton, who also serves as one of the film's producers. "It's about people. I was interested in all of our usual ideas of contact with extraterrestrial intelligence, which always seemed to be variations on meeting either the bogeyman or the skinny little cute kid. But I wasn't sure that it would be wonderful and dazzling. I thought that it would probably be really scary and upsetting."

This small group of highly intelligent people is isolated on the ocean floor in a high-tech, but claustrophobic facility dubbed the Habitat. "One of the classic requirements for suspense is isolation," notes Crichton. "And there's nothing more isolated than being a thousand feet under water, somewhere in the middle of the Pacific Ocean, and all the surface ships have left."

Ten years passed after the publication of Crichton's novel, until Barry Levinson -- with whom Crichton had previously collaborated when the director adapted his novel "Disclosure" for a Warner Bros. film -- decided to make a science-fiction movie. Says Crichton, "I became excited when Barry expressed an interest in the project, because, as Barry himself says, he likes to make movies in which people talk. That's where his attention goes, and that's where the attention of the movie needs to go...to the characters."

Levinson had been seeking the right science-fiction project for years. "I've always been fascinated by the genre," the director notes, "but I couldn't find one that worked for my sensibility until I read Sphere. The central concept of the book is what makes it so intriguing to me, because with all of its exciting science-fiction elements, at some point it truly becomes a story of interplay between a small group of people, and how they manifest their typically human flaws -- mistrust, jealousy, envy, paranoia -- in ways that are startling and disturbing."

Thus, Levinson discovered a thread that would tie this science-fiction thriller with the themes that inform his previous films: friendship, loyalty, betrayal, innocence and corruption.

The "Sphere" script, which was adapted by Kurt Wimmer, evolved through the contributions of Stephen Hauser, a former assistant to Barry Levinson; Paul Attanasio, a longtime collaborator with the filmmaker.

THE CAST

Levinson assembled a world-class cast of established stars and exciting newcomers to comprise the group of scientists and technicians crowded together on the ocean floor inside the Habitat.

Joining Levinson for the fourth time, following his Oscar-winning role in "Rain Man," "Sleepers" and "Wag the Dog," was Dustin Hoffman as psychologist Dr. Norman Goodman. "I think we share a similar sensibility," notes Levinson of Hoffman, "and a similar sense of humor as well. He's terrific to work with, and a very giving actor to the other performers."

Responds Hoffman, "If Barry tells me that he's got a picture, I say `If there's a part for me, I'll do it.' He's the only director that I'll do that for. I always envied actors who had that kind of relationship with a director, like De Niro and Scorsese, or Brando and Kazan. I never thought I would find that kind of actor/director synthesis, but I did with Barry.

"Most directors have a vision, not only of the film but of each character, before they start shooting. And then, as they're shooting, they want you to fulfill that image. Barry is the only director I've worked with who is fearless in the sense that he doesn't know what you're going to do, and hopes that you will do something that he has not even thought of. That's very rare."

Also eager to work with Levinson was Sharon Stone, who admits that she actively pursued the role of Dr. Beth Halperin, the biochemist who is often in the eye of the hurricane. "I tortured Barry," Stone says only half-seriously. "I called him. I came up to his house. I acted out scenes in his living room. It was one of the two or three times in my career where I felt that I had to do the movie." For Samuel L. Jackson, cast as the brilliant, often sarcastic Dr. Harry Adams, it was not only the lure of working with Barry Levinson, but Dustin Hoffman as well. "Dustin is one of those people I've watched for a long time and wondered what it would be like to work with him, and it's an honor and privilege to be able to do that."

The other members of the cast were also excited to be working with Levinson and each other. "Barry's films have a spontaneous, improvisatory quality that's refreshing and smart," notes Peter Coyote, cast as the hard-nosed team leader, Barnes. "He's one of those directors who doesn't say a lot, but when he does, everybody's ears prick up." Liev Schreiber, chosen by Levinson to portray astrophysicist Dr. Ted Fielding, says, "I was kind of reluctant at first, because what do I know about action movies? I've mostly done small independent films about people sort of looking at each other. But the opportunity to work with Dustin and Barry was huge. They're both incredible influences on my life."

Also joining the "Sphere" team were musical star Queen Latifah and Bay Area comic performance artist Marga Gomez as, respectively, Fletcher and Edmunds, OSSA "grunts" assigned to the Habitat.

HUGE FILM... ONE LOCATION

"Sphere" presented a number of huge challenges to the filmmakers, beginning with the most basic of all...where to shoot the film? Most of the story either takes place inside the undersea Habitat or in the murky depths of the ocean itself. The company could have filmed in the open sea, but past experiences suffered by other filmmaking companies convinced Levinson and his colleagues that controlled circumstances in studio tanks were much preferable.

"There wasn't any room left at Warner Bros. in Burbank," recalls executive producer Peter Giuliano. "And since a number of military bases had recently been closed in the San Francisco Bay Area, we thought we'd take a look at a few of them."

"When we began scouting locations," adds producer Andrew Wald, "we knew that the only places where they had interior tanks large enough for what we needed were in either London or Malta, neither of which was convenient for our purposes. So we looked at the various Bay Area bases, including the Presidio, Treasure Island and Alameda in Oakland. The Presidio had been converted into a national park; Treasure Island was occupied by the TV show `Nash Bridges'; and Alameda had active helicopter work going on, which would have interfered with production."

"Then we were shown Mare Island," continues Giuliano, "which is sort of a filmmaker's paradise. There's great space to build things in. There's a good labor pool, huge hangars which could be converted into soundstages, and fantastic cooperation from the City of Vallejo."

Mare Island Naval Shipyard, 142 years old, had only been closed down a year before principal photography of "Sphere" started. But once the decision was made to film "Sphere" there, activity thundered back into the Island. Although parts of at least three movies had filmed on Mare Island, "Sphere" would represent the first feature to shoot there in its entirety.