"You... you're good. You've got a gift, my friend."

Critics and audiences around the world embraced the 1999 comedy Analyze This, making the story of the pathologically insecure mafia don and his anxiety-prone suburban psychiatrist an international box office success.

"You could say we were in a state of shock," says producer Paula Weinstein. "We couldn't believe how much goodwill the film generated. Everyone who saw it seemed to take the characters to heart. I think all of us, including Harold, Billy and Bob felt something magical had happened, in both the creation of the film and in its release."

"Also, it was the first full-scale success for both of our companies, Paula's and mine, and that in itself was exciting," notes producer Jane Rosenthal, referring to Baltimore Spring Creek Pictures, in which Weinstein is a founding partner, and Tribeca, the production company Rosenthal heads with partner Robert De Niro.

Even so, neither of the producers was initially eager to launch a sequel. "We didn't want to do another film just for the sake of it doing it," Weinstein explains, "especially if it meant just going through the motions or repeating ourselves."

But the extraordinary nature of the first film's warm reception with people everywhere left Weinstein and Rosenthal with the sense that the strangely dependent, oddly affectionate relationship between Paul Vitti and Ben Sobel had another chapter to unfold. It seemed that everyone adored these two characters -- including the actors who played them.

"People would stop me on the street and quote lines from the movie," Billy Crystal says, slipping for a moment into the Analyze This dialogue. "'You... you're good. You've got a gift,' they'd say, imitating Bob. It really tickled me."

"I think audiences just loved seeing Robert De Niro taking his scary screen persona and having fun with it," offers Rosenthal. "And they loved seeing how other people, specifically Billy's character, react to it." Or, to borrow Crystal's point of view, "People just love to see De Niro abusing me."

There was a palpable sense that audiences everywhere were waiting for more.

The producers discussed the idea of doing a sequel with each other and the Studio, then raised the possibility with the stars of Analyze This and its director, Harold Ramis. Everyone was enthusiastic about revisiting the material, especially if the former creative team was involved.

"We wanted to come back because there was a good story to tell," says Crystal. "There was an unfinished relationship between Ben Sobel and Paul Vitti from the first film."

"The main thing for each of us, and especially for Harold, Billy and Bob, was that if there was going to be a new film, it would have to take these characters to a new place," adds Rosenthal. "They had to grow and change, and at the same time they had to satisfy the expectation of the audience." This, De Niro knew from working on Analyze This, would naturally involve some creative brainstorming, which was part of the project's appeal.

"I was very enthusiastic about getting started, once everyone had committed to doing a sequel," De Niro recalls. "Let's get on with it and we'll work out the specifics as we get deeper into the story because things will change all the time, even while we're shooting."

In Analyze This, we learned about some of Vitti's anxieties but only scratched the surface. Now he's experiencing real stress and the secrets he has buried (in his psyche, that is) are beginning to emerge.

Telling that story properly was essential to Ramis. "I think there's nothing worse than doing a sequel just to exploit a franchise," he says. "So I held out until we had an idea and a storyline that felt as valid as the first one."

The key to the sequel came to Ramis as he read a New York Times article that was concerned about the way psychotherapy was being depicted on the hit HBO series The Sopranos. The psychiatrists who spoke to the Times were interested in determining exactly what the therapist on the cable show hoped to achieve for her patient, mafia don Tony Soprano. Was she hoping to turn him into a different kind of man? And if he made that transformation, if he was no longer Tony Soprano, then who exactly would he be; can a person's behavior change while leaving his personality and history intact?

"It raised questions about human nature and morality, "says Ramis of the provocative article. "Not just for The Sopranos or for our movie, but for society in general. Can the anti-social personality be redeemed? Can the criminal mind be turned? More essentially, the issue is, can people change? It's a fundamental question every therapist has to ask.

"So I thought, all right, if our character Paul Vitti got out of jail and committed himself to going straight," Ramis continues, "what kind of person would he become and what kind of life would he lead? And I loved the idea."

All he had to do next was create a scenario to trigger Vitti's potential transformation and see what happened.

"Harold insisted, and we all agreed, that we had to come up with something that was psychologically appropriate and believable for Vitti to be going through in a second picture, as well as find some situation that would provoke a similar crisis for Ben Sobel at the same time," says Weinstein, "giving them the opportunity to help each other work through the issues that were introduced in the first film."

The filmmakers also wanted to raise the bar, comedically, for De Niro's character.

"I didn't want to repeat Vitti's anxiety attacks as his major problem, so I took him to the next level, which would be for him to have a complete psychotic break," Ramis explains. "I figured, what's the logical possibility? Paul could go really crazy, and that can be a pretext to get him out of jail and into Ben's custody and install him as a guest in Ben's house -- which is certainly not going to make Ben's problems any easier. Meanwhile, Ben's wife is saying, 'What?-- there's a new law? You have to bring a gangster home?'"

Simultaneously, Sobel finds himself at a critical breaking point in his life. "We discover him in the beginning of the film at his father's funeral and having a debilitating identity crisis that parallels what Vitti is going through," says Ramis, as scenes of the Sobels at the service are juxtaposed with Vitti's increasingly frantic efforts to stay alive in jail. "So much of what we do in life is to gain the approval of our parents. Now he's questioning whether or not he still wants to be a psychiatrist, a profession he entered in order to please his father, whose powerful influence is now gone."

"Both men are really confused," offers Crystal.

Sound serious? To Ramis, that's the best foundation for humor. "A lot of comedy fails," he believes, "because the filmmakers or writers don't take their own premise seriously. The way I see it, no matter how silly or broad the humor might be, that doesn't mean the story can't also be about something meaningful."

With Analyze That, Ramis presents the "universal theme that every character, whether in a drama or comedy, is struggling with a problem. His approach might be psychological, philosophical or purely through action, but he's struggling with the fundamental problems of life."

Having established the substance, all Ramis needed was that one perfect joke to set the whole thing off. Recalling the comic inspiration for the first film, he says, "In Analyze This, the joke that sold me on the idea was the scene in which Ben says to Paul, 'Do you want to hit a pillow? When I get angry I hit a pillow.' And so Vitti immediately whips out a gun and puts six slugs into the pillow. Ben says, 'Feel better?' And Vitti says, 'Yeah.'"

Similarly, in Analyze That, it was a new gag that convinced Ramis he was on the right track. "One of the first jokes I wrote which survived every draft of the script had to do with Vitti trying to sell someone a car in a showroom. 'Look at the size of that trunk,' he says 'You can fit three bodies in there... ' Sometimes it takes just one line, one absurd situation to spark the whole thing for me, and that was it."

De Niro cites the showroom scene as one of his favorites.

As Crystal sums up their intentions for the sequel, "We tried to make it accurate. Truth is, any kind of mental disorder is certainly not something to make fun of... . unless, of course, it's really funny."

"You know they take taxes out of your check?

What the hell is that?!"

"To the extent that the therapist, Ben Sobel, was a fish out of water in the world of organized crime in the first film, I thought it would be interesting in the new film to look at Paul Vitti as a shark out of water in straight society, trying to get a real job," Ramis explains. "The situation was pregnant with possibility. Here's a character who would automatically take his criminal conditioning into every encounter, every life situation."

Ramis, together with fellow writers Peter Steinfeld and Peter Tolan, began developing the story around that theme. "Let's say you're a career Mafioso," Crystal deadpans. "What do you do when you can't do that anymore?"

"Right from the very beginning we loved the idea of bringing Vitti to Ben's middle-class suburban house in New Jersey," says Rosenthal. "You have a guy who's used to being in charge and not censoring himself at all, bumping up against the normal routines and restrictions of the Sobel household and everything is thrown into havoc."

Says Lisa Kudrow, who stars as Ben's exasperated wife, Laura, "Everything about Vitti's behavior in their home is inappropriate. He's a terrible houseguest."

Within hours of moving in he's being lectured by Ben and Laura like a wayward teenager: no friends in your room, no smoking cigars and no walking around half-naked. Oh yeah, and there's a curfew. As if that's not enough to stifle Vitti's natural zest for life, he's also faced with the daunting prospect of having to look for work like a regular guy... him, a man who's never made so much as a sandwich for himself because there's always been someone around who would gladly do it if he just snapped his fingers. What's he gonna do now, wait tables?


As Weinstein outlines, "Here's the notorious Paul Vitti trying to live like the rest of us, go to work for someone, be an employee instead of a boss, pay his taxes and so on. To make this point vividly, we put him into circumstances that a person would likely face at the entry level, where he's required to be courteous to customers and handle high-ticket items that he'd sooner steal than sell. Humiliation and temptation -- those are the experiences he has in the job market."

One at a time, Sobel sets up job opportunities for his uncommonly qualified client by calling in favors from dubious friends and relations and, one by one, Vitti shoots them down -- figuratively speaking.

Working as a restaurant greeter, toting breadbaskets and posing for tourists who want to have their pictures taken with a gen-u-wine gangster, proves to be not such a good idea. Vitti's patience gives out before dessert is served.

As a car salesman, Vitti finds himself ill suited to haggling with uptight couples over the price of floor mats and discussing the reliability of front seat air bags. To Vitti, safety features on a car means bulletproof glass -- come on, what more do you need?

But it's not until his uneasy turn working the counter in Sobel's cousin's jewelry store that Vitti is ready to throw in the towel on this crazy idea about going legit. His expertise on diamonds is first rate, no problem, but the trouble is, he can't help obsessing over the weak points in the shop's security system. For example, that guard looks pretty feeble. He'd be easy to take down. Those surveillance cameras could be disabled with a little black spray paint. And that flimsy safe would be a piece of cake to break open... . By mid-day, Vitti can't take the pressure and quits.

Fortunately, Sobel finally gets a lucky tip and is able to fix him up with the one position for which he is truly, uniquely qualified. He's asked to serve as a technical advisor on Little Caesar, a hit cable TV show based upon a fictional Mafia family.

With its Hollywood gangster clichés and overwrought dialogue, Little Caesar provides a farcical parallel to the events unfolding in Vitti's own life.

Working on the show proves an easy gig for Vitti. It gets him out of the house, meets his parole requirements and, more importantly, it gives him a new base of operations from which to pursue some of his, uh, other interests. One by one, his former associates visit him on the set to discuss business and ostensibly "provide color" to the production, and before long it's not unusual to see a varied crew of real-life wiseguys lining up for lunch alongside increasingly nervous shiny-suited extras, as Vitti holds court outside his VIP trailer.

Clearly something is going on, but no one knows exactly what -- not Sobel, certainly, and not the FBI surveillance team that's been on Vitti's tail since the minute he left Sing Sing. Every time they think they have it figured out, the story takes another sharp left. Or right.

By the time fiction and fact collide on the streets of New York, with make-believe cops shooting it out with make-believe gangsters, side by side with genuine cops and genuine gangsters, the only person who really knows what's going on is Paul Vitti. And he ain't talking.

The Gang's All Here

With the screenplay coming together, Ramis and the producers began to assemble key players, beginning with Robert De Niro and Billy Crystal, who were delighted to work together again and further explore the comic potential of their characters.

"I love working with Bob," says Crystal. "We never get tired of what we're doing. We love finding out what's different about ourselves and our characters and celebrating that. I love watching him have a good time."

De Niro was equally enthusiastic about reuniting with Crystal, citing both an on-screen and off-screen camaraderie that the two native New Yorkers share. "Billy and I have a good rapport, we can play off each other like musicians. We both have a New York rhythm that's built into each of us, which helps. Plus, he's very, very funny, and not just on camera. That was especially helpful when we were shooting at night and we were tired."

After Sobel is called in to consult on the cause of Vitti's psychotic breakdown, Vitti is forced to submit to a psychological examination conducted by Sobel under the supervision of Sing Sing medical and psychiatric authorities. The exam became a classic slapstick comedy routine with both actors, at the top of their form, struggling to keep from cracking each other up.

"He was definitely making me laugh," De Niro recalls. "I kept it straight but there were moments when he was sort of barking at me and doing everything to get a reaction and, well... all I can say is that there are some good outtakes of that scene."

Ramis could not have been happier with the dynamic between the two stars.

"Billy always knows the dialogue and likes things pretty well set, although he's wonderfully inventive and could fly with just about anything you could give him," Ramis explains. "He understands the value of a well-written joke in and of itself and will do what it takes to make the joke play. Bob works more from a solid commitment to reality and so things have to feel totally authentic to him so that he can be funny in context.

"People wondered how I was going to reconcile these two styles," Ramis continues. "The trick is not to reconcile them at all. The tension comes from their differences, not from them suddenly getting on the same page. You're not going to see De Niro turn into a stand-up comedian, delivering one-liners. The verbal jokes he makes in the film are very carefully crafted so that they don't feel written or forced."

De Niro also shared responsibility for keeping Paul Vitti honest, at least where dialogue was concerned, and Ramis respected his point of view. "There were certain instances where I was supposed to do something as Paul and I said, 'He would never do this, not in a million years,'" the actor explains. "It's essential, even in a comedy, that people believe the words a character is saying, that he's aware of what he's doing and that there is always a sense of reality connected to it."

Ramis admits to being in awe of Crystal's comedic abilities, and also acknowledges his remarkable generosity as a performer to function as a straight man in many scenes in which his natural inclination would be to deliver the punch line.

"It's extraordinary," the director says. "For a world-famous comedian to repress his comic urge in certain situations takes genuine effort, and Billy really made the effort.

In many instances he behaved just as a psychiatrist would, acting as the anchor for everything going on around him. Like a psychiatrist, he was there for everyone, holding everyone's hands, often at the expense of his own needs, just the way the character Ben Sobel is constantly putting himself second in favor of his wife, his son, or Vitti.

"On the other hand," Ramis says, "we were always looking for opportunities to let Billy explore the big comedy and to go a little wild. We got our chance in the sushi restaurant scene. At that point Ben has been indulging in an unfortunate combination of tranquillizers and alcohol and maybe a decongestant or two. By the time dinner is served, he's too far gone to eat. Billy has a lot of fun with it. He's drooling, lisping, there's food falling out of his mouth -- but he had everyone in hysterics, including his co-stars."

As Crystal interprets Ben Sobel, "he's choked up and under pressure when we first see him and we like to keep him that way -- always a little off-balance and wondering what is going to happen next. As a psychiatrist he helps people resolve their problems and maintain a sense of control but he can't do it for himself. He really crosses the line as a doctor in treating Vitti. He just can't leave the relationship in the office where it belongs. He gets completely involved in Vitti's life.

"This movie gave me the chance to do some different kinds of things. I get to be a little sillier than I was in the first movie, a little more broad and I loved that."

Ramis describes the interplay of Vitti's and Sobel's personalities as "the intellectual approach versus raging emotions. To an extent, I relate to them both as parts of myself. The repressed part of me would love to be as impulsive and dramatic as Paul Vitti. It's thrilling to be that free. But there are costs for that kind of behavior."

Lisa Kudrow, Emmy-winning star of Friends and Hanging Up, returns as Laura Sobel, Ben's wife of two years, a woman who has anxiety issues of her own that have only recently become apparent. As Ramis wryly notes, "Ben married a woman who has turned out to be much higher-maintenance than he thought."

"Ben has just lost his father, so he's going through a difficult time, and that puts a lot of pressure on the marriage," Kudrow acknowledges. "But Laura's a very controlling character and that adds to the pressure. She doesn't like anything out of place. And a mobster living in the house! -- well, that's definitely something out of place.

"But the marriage is basically happy," Kudrow continues. "This is a temporary disturbance as far as she's concerned and she'd like to make it as temporary as possible. Laura's not afraid of Vitti. She doesn't like him, and she doesn't want her family put in jeopardy because of him. She sees him as a destructive presence in their lives -- which, of course, he is."

Says Ramis, "Lisa is very strong in the movie. She's an amazing actress. She has a unique sense of who Laura is and she can play eccentric without being ditzy. It's obvious, in the way that Lisa portrays her, that Laura Sobel is an intelligent woman, albeit a little bit neurotic and under a lot of stress."

The inimitable Joe Viterelli, whose diverse credits include the recent comedy Shallow Hal, was delighted to reprise the role of Jelly, Vitti's ever-present, fiercely loyal bodyguard. There is nothing Jelly won't do for his boss.

Audiences found the Jelly character in Analyze This priceless; there was never a doubt about his participation in the sequel. As De Niro says, "It was very important to get Joe back. It wouldn't have been the same without him."

As Analyze That opens, we learn that the only thing that might have kept the faithful Jelly from his duties was the possibility of his doing jail time. But the case against him was dropped when a key witness became, as Jelly himself would say, "fortuitously" and permanently unavailable.

Regarding the repertoire of memorable tough guy characters he has embodied for both comedy and drama during his career, Viterelli says, "I don't know what you mean by 'tough guy,' but anytime I do a movie with ten murders or less, I consider it a romantic comedy."

Joining the original gang in Analyze That is an intriguing new character: Patty LoPresti, played by Cathy Moriarty-Gentile, as an ambitious mob widow who has taken over Vitti's role as head of the family since his stretch in Sing Sing and since her own husband's unfortunate accident.

Ramis had Moriarty-Gentile in mind for the part and knew his instinct had been on the money when he heard her spirited reading, which is not surprising because it's a character the actress truly relished playing.

"Patty's just fabulous," says Moriarty-Gentile. "She's larger than life. The poor thing is widowed and has to take over the family business. Her husband's dead. They pulled him out of the river. We're not quite sure if she had a hand in bringing about his demise or not, but, well, never mind. She's basically a sweetheart and she's also the family boss, which is a great part to play."

"It wasn't my original idea to make the new head of the Vitti crime family a woman," Ramis admits. "But, during one of our sessions, someone said, 'well why couldn't it be a woman?' We remembered reading that in Sicily now some of the matriarchs of crime families are taking over. With so many of the big mob bosses in America going to jail lately, it makes sense, especially if she was a strong charismatic woman like Patty LoPresti."

Moriarty-Gentile, who was just 18 when she appeared opposite Robert De Niro in Martin Scorsese's 1980 classic Raging Bull, found that playing scenes with him again "was a particular pleasure. Raging Bull was a tremendous learning experience for me. Bob is such a disciplined person and he works so intensely, whether it's comedy or drama. He, Billy and Harold are a fine team. They made Analyze That fun for everyone."

The actress also worked with Billy Crystal on the romantic comedy Forget Paris, which Crystal not only starred in but directed, and says warmly, "Billy just cracks me up. All the time."

As the script-writing progressed, each of the stars and producers were consulted, so that the whole Analyze That team became part of the collaborative process.

Having worked as a director, writer and producer, Crystal knows the demands of filmmaking and describes the creative brainstorming that Ramis led on Analyze That. "We sat in on sessions with the writers as they were tossing out ideas, and we'd write up some of our own. Comedy is very difficult. Harold has an open ear and always makes you feel that you're part of the plan and then, with this great Solomon-like way, he satisfies everyone by saying, 'Great. I'll use this in this spot and that somewhere else.' Or he'll say simply, 'that won't work.'"

Remarking on Ramis' rapid-fire pacing, Kudrow illustrates by snapping her fingers and says, "I expect there will be a lot of laughter in the theater and then people will say, 'wait a minute, what was that line, what did he say?'"

Hey, If It Was Good Enough For Vincent The Chin...

Dr. Stephen A. Sands, a psychiatrist and full-time faculty member of the Columbia University College of Physicians and Surgeons, served as a technical adviser and psychological consultant for the film. "Dr. Steve," as Crystal calls him, "was there to ask the right questions in each situation because we improvised a great deal."

During his post-doctoral training at Memorial Sloan Kettering Cancer Center, Dr. Sands evaluated a number of forensic cases, including that of Vincent "The Chin" Gigante, the reputed head of the Genovese crime family. Gigante was often seen wandering around Greenwich Village in pajamas, taking to himself. His alleged cognitive problems, which many people maintain was an act, earned him seven years' postponement of a trial on murder and racketeering charges during the 1990s while the court considered expert testimony on his mental state.

Dr. Sands was on the Analyze That set every day for scenes in which psychiatric issues were involved, including Vitti's therapy sessions at Ben Sobel's office/residence in Montclair, the opening scenes at Riker's Island (which doubled for Sing Sing) where Vitti stages his breakdown, and during the heist sequence where both Vitti and Sobel individually experience episodes of marked anxiety.

"I worked with Billy Crystal, and assisted him in portraying a therapist's behavior during a psychotherapy session," the doctor says. "I helped him with different things, such as the content and timing of specific interpretations, and the kinds of mannerisms to adopt when dealing with a patient. And I was there at Riker's Island to provide feedback for Robert De Niro when he was feigning a psychiatric illness, experiencing multiple episodes of panic, and undergoing neuropsychological and projective testing."

During pre-production, Dr. Sands arranged for De Niro to visit the psychiatric unit at Bellevue Hospital and meet with patients and psychiatrists to discuss symptoms associated with his character. The actor actually participated in group therapy sessions with the patients and doctors during many of these visits.

Later, while on location at Riker's, Dr. Sands was astonished at the veracity of De Niro's portrayal, saying, "He could have fooled any physician, any psychiatrist, into believing he was having a major crack-up."

De Niro Sings!

The early scenes set in Sing Sing prison, which were so important in setting up the story, marked a new challenge for De Niro -- singing and dancing.

Michael Dansicker, a vocal coach who had previously worked with De Niro on Meet the Parents, helped prepare him for the scenes in which he performs excerpts from West Side Story. Dansicker is an expert on West Side Story, having worked with Jerome Robbins, the musical's original director and choreographer, when he reconstructed the show's dances for Jerome Robbins' Broadway.

"Bob De Niro has a booming baritone voice, and very good timing and placement," states Dansicker. "An actor in this kind of situation has to perform on two fronts: he has to maintain pitch and rhythm, and he has to match the vocal manner of the character he has already created. Actually, De Niro learned the material very quickly. Our only concern was that he would sound too good, because we wanted him to sound like Paul Vitti."

The idea of performing this prison-bathrobe cabaret struck De Niro as funny right away. "I loved the idea," he says, "and so did everybody else. We were all starting to sing songs from West Side Story, playing with the idea. I tried to give them pieces from a lot of different selections and eventually it was just too much material. We had to tighten it to the point where the scene could sustain itself."

Says Crystal, "I think this will go down in film history, like Anna Christie, where the big news was 'Garbo Talks,' or Ninotchka, when they said 'Garbo Laughs.' Here it's 'De Niro sings!'"

There's No Place Like New York

Recalling the decision to use authentic New York locales for Analyze That, Paula Weinstein says, "There was a moment when the studio, as every studio does, thought about shooting the movie somewhere else for financial reasons. But we ruled that out. It was absolutely out of the question. We wanted to be here. It's a great city to shoot in. There's no place on earth like it."

"It would have been unpatriotic not to shoot the picture in New York," adds Jane Rosenthal. "As a New Yorker it was extremely important for me to get back to work and business as usual after 9/11."

De Niro echoes his partner's sentiments, agreeing that shooting even the interiors elsewhere would have felt "unpatriotic," and adding, "It's a New York story, a New York movie. We always intended to keep it there and I'm glad we were able to do it."

Filming on Analyze That began in April, 2002, at the Audi dealership on Park Avenue in Manhattan for a scene in which Vitti struggles to sell a couple a new car. Other scenes depicting Vitti's various attempts at legitimate employment were shot inside a jewelry story in the Diamond District on West 47th Street, and in Gallagher's Steak House on West 52nd Street.

Joe Torre, the legendary New York Yankees manager, and his son Michael, play themselves in the Gallagher's sequence.

A brief scene of Vitti being released from prison was shot outside the entrance of Sing Sing Prison in Ossining, New York, although all other scenes in which Vitti is incarcerated at Sing Sing were actually filmed at the Riker's Island prison complex in Queens, New York. Ben's father's funeral, another early scene, was filmed at Riverside Memorial Chapel on Manhattan's Upper West Side.

The production then moved to a verdant, leafy section of Montclair, New Jersey, to film a number of scenes inside the Sobel household, including one imaginative dream sequence set in Ben's study, in which the good doctor appears as cocaine-sniffing Sigmund Freud.

Following these sequences, the unit returned to Manhattan for a scene in which the Sobels accompany Vitti to a dinner at Nogo, a hip, downtown Japanese restaurant where he meets a potential employer, the director of the Little Caesar TV show. The dinner was filmed on the site of a West 13th Street restaurant that had gone out of business and was redressed into life by the art department.

Sequences featuring Patty LoPresti in her Staten Island home were shot in the suburban Jersey town of Ho Ho Kus, the sham Little Caesar set was filmed in Manhattan's Washington Square Park, and the scenes in which Patty LoPresti and Lou the Wrench converge on the Little Caesar base-camp were shot in Kearny, New Jersey, on an abandoned factory site. Car chase sequences around the location were shot along New Jersey Turnpike service roads in Kearney.

The heist sequence, in which Vitti masterminds the theft of $18 million worth of US Treasury gold bars (for secret reasons of his own), was shot in an empty West 57th street lot between 11th and 12th Avenues, as well as below a West Side Highway underpass, both locations redolent of gritty urban decay and a nighttime world of gangland activity.

Ellen Kuras, Emmy-nominated director of photography whose credits include Blow and Personal Velocity, describes the filmmakers' intention to contrast scenes of Vitti's environment to that of the conservative Ben Sobel. "Our movie exists in two different worlds. It's not only set in Vitti's favorite locales. Scenes also take place in suburbia and in middle class Manhattan. We wanted to evoke the contrast so we made Vitti's world cool, blue and blue-green, whereas Ben's world has a brighter, warmer palette, yellows and oranges that provide a neutral tone."

Kuras worked closely with Analyze This production designer Wynn Thomas, whose feature designs include Summer of Sam and A Beautiful Mind.

"Harold and I wanted to give the film an edge as a comedy with style, without distracting from the story," Kuras explains. "For example, the use of a wide-angle lens in the jewelry store sequence, where Vitti gets a job as a salesman, gave the image a particular accent from his point of view, and therefore that certain edge we were striving for."

One significant challenge was figuring out how to direct the path of the actors' eye-line toward the camera lens for each set up so that the jokes in the script would work for comedy and have maximum impact. "Comedy has a different set of conventions from drama," says Kuras. "In comedy the camera has to be placed at a certain angle for the joke to work. In the scene in the social club where Patty's LoPresti's boys put the squeeze on Ben, in LoPresti's house, or on the Little Caesar set, the camera position itself became an integral part of the action. I relied on Harold a lot for guidance. He'd say, 'it would play better if the camera were here for that.'"

The scenes in which Vitti and his men plan the heist in a back room of the Little Darlings Club was shot on two locations: a derelict building in New York's meat packing district near West 14th Street (which also served as the location of Rigazzi Plumbing), and in a midtown club called Exit on West 56th Street.

As the unit filmed an important segment of the heist sequence in Harlem at the New York State 369th Regiment armory, on 145th Street and Fifth Avenue, one of the neighborhood's more illustrious inhabitants, former President Bill Clinton, came by to visit the set. Clinton, who has an office on 125th Street, is acquainted with the stars of the film, as well as Ramis, Rosenthal and Weinstein. He spent some time on set chatting with the cast and crew, posing for photographs and wishing everyone well, especially pleased that the movie was being made in New York.