An obsession of the late filmmaking auteur Stanley Kubrick, "A. I. " focuses on a character that represents the future of thinking technology. "In the 1980s, Stanley Kubrick took me into his creative confidence to tell me an absolutely beautiful story that was impossible to forget," says Steven Spielberg, the Oscar-winning writer/director and longtime friend of Kubrick's, who ultimately wrote and directed "A. I. " "I think it was the careful blend of science and humanity that made me anxious for Stanley to tell it, and after he was gone, led me to want to tell it for him. "

"Steven wanted to embrace and pay homage to Stanley," says "A. I. " producer and Spielberg's longtime associate Kathleen Kennedy. "So he took Stanley's contribution and added that to his own. There's no question that this is a movie that has Steven Spielberg's sensibilities all over it. But the subtext is all Kubrick."

"'A. I. ,'" says Jan Harlan, the film's executive producer and Stanley Kubrick's longtime colleague, "shows a new romanticism that hasn't been seen on the screen so far: the idea of an artificial being feeling genuine love and a human truly loving an artificial being is quite new territory."

"The film takes place in a future when starting a family is subject to strict governmental restrictions. " Says Harlan, "Circumstances have changed; technology has increased to an extent that most normal work is performed by robots and we are confronted with the idea of programming a child robot so that he is able to love. "

Haley Joel Osment stars as David, the prototype "feeling" robot, who is adopted by Henry and Monica Swinton (SAM ROBARDS and FRANCES O'CONNeR), a Cybertronics employee and his wife, whose own son (JAKE THOMAS) is so ill that he has been cryogenically frozen until a cure can be found.

"David is the top of the line in mechanical development," says Frances O'Conner, who plays Monica, David's mother. "Unlike the earlier models, he can actually absorb information and images, and collate it in a way that is very human. He also connects these ideas to his emotions. And he starts to think about his own realness. "

Jude Law, who has starred in such films as "Enemy at the Gates (2000)" and "Talented Mr. Ripley, The (1999)," stars as Gigolo Joe, a "love mecha" (for "mechanicals") that becomes David's "scoutmaster," as Spielberg calls the character. Together with Joe, David lights out into the strange, new world to find their true place in the society that created them.

"In the world of 'A. I. ,' mankind has started to rely a lot more on mechanical devices - 'mechas' - to take over very simple jobs," Law says. "Over the years this has developed into more sophisticated jobs, whether it's just a robot to make you laugh in the same way that normally a TV entertainer would, or someone might have a masseur robot in their house. And it goes even as far as robots for pleasure-seeking. Joe is there to entertain and to fulfill the needs of his customers. He is the male version of the sex mecha. "

"Jude Law's robot is five or ten years old," Osment explains. "Robots like Joe are built with a specific purpose. But David meets up with him by chance. David becomes very attached to Joe. And Joe also undergoes a change. As David becomes more human, Joe does in a way as well. "

But David and Gigolo Joe also find that the robots' gradual assimilation into humanity is met with resistance from humanity itself. "The more human the robots become, the less comfortable with them the humans that 'employ' them are," Kennedy says. "And even more so with David, who has been built to feel. There are, in fact, sections of humanity that take that hostility to extremes. "

"In a way, for me, the message of this piece is that we humans must be very careful about what we make," says Law. "Because it will probably outlive us, organically. And therefore, what we make should be full of love. Because otherwise, what we leave, our legacy, will be anything but that. "

"'A. I. ' is a story of a robot boy who has been programmed to love," says producer Bonnie Curtis, who has worked with Spielberg since serving as his assistant and later co-producer of "Saving Private Ryan (1998)" and "Amistad. " "But at the end of the movie, we aren't aware that he's a robot. What is so wonderful is that the line between human and robot is so thin. It's artificial intelligence. It's our future. "

DEVELOPING "A. I. "

Artificial intelligence is at once a thriving technological reality in the present and fertile literary ground for futurists and visionaries. Though intelligent machines make coffee, direct traffic, conduct web searches and perform various other mundane tasks, the sophisticated artificial humans of "A. I. " have become deeply enmeshed in the fabric of everyday human life.

Noted science fiction author Brian Aldiss wrote his short story, "Super-Toys Last All Summer Long," over 30 years ago. Published in Harper's Bazaar in 1969 and later anthologized, it concerned a near future in which a robot child struggles to make a connection with his human mother.

After more than a decade, director Stanley Kubrick purchased the rights to Aldiss's tale and set out on what would become a twenty-year odyssey to convert it into "A. I. " Throughout this period, Kubrick consulted often with Steven Spielberg, who had commenced a friendship with the expatriate filmmaker in 1979 while Spielberg was on location in England shooting "Raiders of the Lost Ark (1981). " Their nearly 20-year friendship involved few face-to-face meetings, but thrived on marathon transatlantic phone calls.

"A lot of our phone calls through the years were just to make contact with each other, to see what was happening on both sides of the ocean," Spielberg recalls. "I saw him maybe 12 times over two decades. But one day in the middle of a conversation, he said 'You know, you really ought to direct 'A. I. ' and I should produce it for you. ' I remember him actually giving me a title card on the whole proposal: a Stanley Kubrick production of a Steven Spielberg film. "

Taken aback, Spielberg asked why Kubrick would consider passing the reins of a long favored project to him. "I was shocked. I said, 'Why would you want to do that, Stanley?' He just said 'Well, you know, I think this movie is closer to your sensibility than mine. '"

Executive producer Jan Harlan had worked with his brother-in-law Stanley Kubrick for thirty years, shepherding many projects with him since "Barry Lyndon," including "Super-Toys Last All Summer Long. " "Stanley always wanted to go to new territory," says Harlan. "Always probing. He wanted to bring the art of moviemaking into areas and topics that hadn't been explored. '2001' is a great example. So is 'Eyes Wide Shut (1999)' - it tackled a very internal topic: Jealousy. 'Every single member of the audience is bound to be an expert,' Stanley once said. He had planned to do 'A. I. ' before 'Eyes Wide Shut (1999),' but many factors delayed this. "

Leaving his Long Island summer house, Spielberg immediately took a plane to England. Soon after his arrival, Kubrick showed Spielberg thousands of storyboards done by renowned comic book illustrator C. Scott Baker (known professionally as Fangorn) and the two discussed bringing the project to the screen. Kubrick elicited an oath of secrecy "under penalty of excommunication from his life" from Spielberg and asked him to install a secure fax line in his home so they could communicate directly.

Though this version of "A. I. " ultimately never came to be, Kubrick continued to develop the project. "Stanley thought Steven might be the right person to direct this for several reasons," Harlan continues. "Using a real child actor is possible for Steven who would shoot this film in twenty weeks while Stanley knew he would take a year and the child might change too much. Another was that Stanley appreciated Steven's talent very much - he saw in Steven one of the all time great filmmakers of the next generation. The two directors are very different in character and the common denominator is sheer talent. Because of the established co-operation on this film, Spielberg was the only director who had the moral authority to make this film into his own. "

To utilize a child actor, Kubrick has had to face strict time limitations that could not be accommodated on an ambitious project like "A. I. " Also, visual effects had still not reached the proficiency Kubrick required to realize his vision for "A. I. " The filmmaker, whose CGI-free '2001' stands as one of the greatest visual effects achievements ever committed to film, had envisioned vast and complex processes.

Then everything changed in 1993 with "Jurassic Park (1993). "

Elated by the breakthrough visual effects in Spielberg's landmark film, Kubrick inundated colleagues like "Jurassic Park (1993)" effects creator Dennis Muren of Industrial Light and Magic with questions about the scope of the emerging computer-generated technology so masterfully displayed within that film.

Muren, long recognized as one of the most accomplished innovators of modern visual film effects, soon found himself on a London-bound jet as well. "In 1993, when we finished 'Jurassic Park (1993),' Stanley called and invited me to England to discuss a new project that became 'A. I. '," says Muren, who has earned Academy Awards for his special effects work in such films as "Terminator 2: Judgment Day (1991)," "e.t. the Extra-Terrestrial (1982)" among others. "He had called me for years before that to discuss technical questions. But this time he wanted to have us take a close look at something. It was over Thanksgiving, so he had a wonderful turkey dinner set for me. It was a great five hours I'll never forget. "

Although intrigued that technology had solved some long running effects problems, Kubrick opted to delay production on "A. I. ," choosing to go ahead with "Eyes Wide Shut (1999)" instead. It was to be his last film.

After his death, Harlan and Kubrick's wife, Christiane, approached Terry Semel, then the chairman of Warner Bros. , with the idea of reviving "A. I. " with Spielberg at the helm. "It simply would have disappeared into the archives if Steven Spielberg had not taken it," says Harlan.

Though he had not written a script since 1977's "Close Encounters of the Third Kind (1977)," Spielberg resolved to write "A. I. " himself.

"I remember at the moment Steven told me the story of 'A. I. ' it was clear there probably wasn't anyone else who could write it," says producer Kathleen Kennedy, who began her association with Spielberg in the late 1970s as his assistant but soon became his producer and, ultimately, his partner in Amblin Entertainment. Together, they created some of the world's most successful and acclaimed motion pictures, beginning with "E. T. The Extraterrestrial (1982)," through the "Indiana Jones" series, "Empire of the Sun (1987)," "Color Purple, The (1985)" and "Jurassic Park (1993)," among others. "Steven understood, on so many levels, what this movie meant to an audience, what it meant to him personally, and what it had meant to Stanley. And I don't think he could have sat down with any other writer and expect them to interpret what was in his head. "

"It was like getting my wisdom teeth pulled all over again," says Spielberg of the writing process, "because Stanley was sitting on the seat back behind me saying, 'No, don't do that!' I felt like I was being coached by a ghost. I finally just had to kind of be disrespectful to the extent that I needed to be able to write this, not from Stanley's experience, but from mine. Still, I was like an archeologist, picking up the pieces of a civilization, putting Stanley's picture back together again. "

Harlan gathered volumes of special materials pertaining to the project, including conceptual artist C. Scott Baker's futuristic drawings from which the look of the "A. I. " future would later emerge.

"After reading through the treatment for 'A. I. ' several times, I was pretty much given free reign to start generating ideas," Baker explains. "Stanley had nothing really concrete envisioned at this stage - basically I was there to develop ideas that Stanley could be inspired by, then guide toward a direction he was happy with. All of this was done by fax and phone after our initial meetings. It was a relationship that worked pretty well, I think. "

Illustrations that would form the eventual look of the film's Rouge City, Flesh Fair and the Swinton home, for example, were created in this manner over several years. Steven Spielberg retained Baker's vision when he took on directing and writing chores.

Producer Bonnie Curtis, who also began her association with Spielberg as his assistant, was privy to Spielberg's and Kubrick's communication about "A. I" for the many years prior to its production. "For the six years I was Steven's assistant, all correspondence went through me except his faxes from Stanley," Curtis recalls. "Steven had a fax machine installed in his closet at home, and he and Stanley faxed each other directly. No copies were made, nothing was seen by anyone else but those two. Steven and Stanley acted as their own assistants for this project. "

After Kubrick's death, Spielberg focused intently upon making "A. I. Artificial Intelligence," after spending the two years following making "Saving Private Ryan (1998)" without committing to a new project. He wrote the screenplay in a mere two months and readied himself for a memorable shooting experience that would reunite him with several talented co-workers.

ABOUT THE PRODUCTION

Producers Kathleen Kennedy and Bonnie Curtis, who had not yet worked together as producers despite their extensive experience with Spielberg, assembled a top notch crew that would thrive amid the frenzied production schedule filled with complex special effects and processes (some of which were destined to be groundbreaking in their fields) as well as the heightened secrecy factor.

Editor Michael Kahn, composer John Williams, special effects creators Stan Winston and Michael Lantieri and cinematographer Janusz Kaminski have all won Academy Awards for their work with Spielberg. Production designer Rick Carter created sets for "Jurassic Park (1993)" and "Amistad (1997)," among other films. Wardrobe designer Bob Ringwood had worked with the filmmaker on "Empire of the Sun (1987)," while ILM senior visual effects supervisor Dennis Muren's experience with Spielberg dates back to "Close Encounters of the Third Kind (1977). "

Advances in "virtual set design" would allow whole cities to be built in a blue screen environment. Robotics innovations would bring a teddy bear to life and give him a voice. But the most critical hurdle still lay before them: casting.

"The reason we could all take this bizarre journey, in my opinion, rested on the shoulders of Haley Joel Osment," Curtis observes. "His performance makes it all possible. He has such a style at such an early age. His transformation within the film is so complete. "

At 12-years-old during filming, Haley Joel Osment had already made his mark in a performance that earned the young actor an Oscar nomination in M. Night Shyamalan's box-office phenomenon "Sixth Sense, The (1999). " In "A. I. ," he plays another kind of remarkable boy - this one built from silicon and synthetics. "I talked with Steven about to what extent I would make David robotic," Osment says. "We decided that, as we progressed and I learned more as a robot about the world, my experiences would make me more and more human and less mechanical. As David learns, many of the physical characteristics fade, but some of the subtler ones never go away. "

Haley's father, Eugene Osment, is also an actor, as is Haley's younger sister, Emily.

The elder Osment accompanied his son to set every day, preparing him for the day's work and communicating what the day's technical demands would be.

"I think Haley is the most extraordinary child actor to come along in a long, long time," Kennedy says. "And I hesitate to use the word 'child,' as Haley is every bit the consummate professional trained actor that any adult would be. He's quite amazing. "

Jude Law, an Academy Award nominee for his work in "Talented Mr. Ripley, The (1999)," was cast to play the difficult role of Gigolo Joe, a "love mecha," or "mechanical. " Heavy, intricate makeup was utilized in realizing Gigolo Joe, and Law studied mime and peacock movements to prepare to play a character who sings, dances and transforms himself physically at the drop of a hat. "Joe is a gigolo," says Law. "He has various clients, some he just talks to, some he massages. Some he presumably takes a bit further. He is able to change the way in which he seduces. "

Australian actress Frances O'Conner ("Mansfield Park (1999)]") and American actor Sam Robards ("American Beauty (1999)") were chosen for the roles of Monica and Henry Swinton, while young actor Jake Thomas (TV's "Lizzie McGuire") won the role of their flesh and blood son, Martin. Veteran actor Brendan Gleeson ("The General") portrays robot hunter Lord Johnson-Johnson, and Academy Award winner William Hurt plays the role of Professor Hobby. Veteran announcer, voiceover artist and actor Jack Angel was selected as the mature, assuring and worldly wise voice of Teddy, David's supertoy teddy bear, protector and companion.

With the cast in place, the filmmakers' focus turned to the creation of groundbreaking special effects and technical wizardry inherent in a design of a future that, in many ways, had never been attempted before in a motion picture.

With such a tight production schedule, each proposed day of shooting "A. I. " would be a challenge of technology meeting artistry - with intricate makeups, elaborate mechanical special effects, and a cutting-edge "virtual set. " Actors would need to focus on creating something rarely attempted in their craft: embodying or reacting to synthetic life forms.

Though the production was limited in prep and production time, the fact that Spielberg penned the script helped streamline the technical demands. "Steven was enormously helpful in articulating what he needed," says Kennedy. "He spent from four to six hours a day with the art department going over storyboards and working with models. Everything, in a sense, had to be designed, fabricated and invented by Steven. Then, communicating that to all departments is really what the challenge of producing is all about. "

Spielberg first gathered with key personnel such as visual effects supervisors Dennis Muren and Scott Farrar from ILM, and production designer Rick Carter. Hours were spent meticulously pouring over C. Scott Baker's early storyboards, structuring the look of a newly devised future.

"Steven showed me over a thousand pieces of art that Stanley had been working with since he began his work on the project," Dennis Muren remembers. "Steven had the same sensibility as Stanley visually and he wanted to carry through with his view of the future. Steven felt he should be true to that, because Stanley was so right on in his concept of the future. It became a wonderful marriage of ideas. "

Soon, ILM was constructing over 100 practical models as well as another 100 computer models to synchronize and bring the worlds of "A. I. Artificial Intelligence" to life. Conceptual artist Baker relocated to the United States and spent several weeks at ILM's facilities in northern California collaborating on the realization of his designs.

In Los Angeles, production designer Rick Carter broke the film down into three segments in order to create a smooth technical flow. "I thought of this film as a sort of evolution of movies," Carter explains. "It starts as a straight ahead domestic drama, switches to a sort of road picture that incorporates both real and digital images, then expands into an almost entirely digital world. But they are all part of one journey that forms the basis of David's experience in this movie. "

As real sets were being planned and constructed, robotic and creature effects creator Stan Winston, Dennis Muren and Scott Farrar and their ILM team, along with special effects master Michael Lantieri huddled with Spielberg to brainstorm and create an all-new world of robots. Winston and Lantieri also collaborated this way on another groundbreaking film: "Jurassic Park (1993). " With "Jurassic Park (1993)," they had created a realm of dinosaurs that used an expert fusion of practical and computerized effects that had never been seen before. Audiences were stunned by the realism achieved in that film.

"A. I. was probably the most confidential, under wraps project of my career," says Winston, who kept the "Jurassic Park (1993)" creatures under top secret protection during production of that film. "We were designing the world of robots, and I knew very little about the script at the beginning. But I don't need to know any more from Steven Spielberg than that he wants me involved. I'm there with him. "

"One great thing about working with Steven," echoes Michael Lantieri, "is that I always feel like all my efforts go on to the screen. In 'A. I. ,' there is not one effect that isn't cutting edge. It takes someone brave enough like Steven who believes he can make it all work. "

One immediate hurdle would be the creation of Teddy, David's supertoy bear who acts as his voice of reason and guide through the many perilous adventures the robot boy faces on his quest. A major character in the film, Teddy's complex combination of puppetry and digitizing presented its own set of problems for the design crew. Accommodating Teddy meant designing practical sets that could house several operating technicians who required moveable flooring and special lighting. In instances where practical operation was impossible, such as seeing Teddy run or jump, ILM's computer division had to find a way to match the real Teddy exactly.

"The combination of the amount of screen time, the range of performance needed, his importance to the story and the time crunch we were under made Teddy one of the most difficult challenges we've ever faced," Winston says. "We wanted to do as much as we could on stage to lessen the CGI burden while attaining a seamless blend of live action and computer imaging. "

Teddy is portrayed by, in essence, a group of Teddies. The 'hero,' or main practical bear used in close-ups and with actors, played the principal role. The hero bear houses 50 servo motors in his small body. 24 are located in the head alone, many controlling his intricate facial movements. After all, this is a teddy that talks. "He is a wise old bear," says veteran actor Jack Angel ("Toy Story 2 (2000) ," "Bug's Life, a (1998)," "Iron Giant, the (1999)"), who was chosen by Spielberg to voice Teddy. "He tries to keep David straight in this mean cruel world he's tossed into. He's a very sophisticated robot and he reacts like a human does. I had a great time watching other people react to him. "

"Teddy is not only animatronic; he can think," explains producer Bonnie Curtis. "He's your protector, the ultimate plaything. He's totally loyal, he's not going to fight with you. For a kid, he's the best kind of sidekick. He's sarcastic, he's funny and he's smart. "

For actors such as Frances O'Conner], working with such a high tech teddy bear demanded a whole new dimension of performance, especially for an actress who was used to working in period dramas such as "Mansfield Park (1999)" and "Madame Bovary (1991). " "I've never done anything like acting with him before," says O'Connor. "I mean, he reacts like a live performer. It was surreal. And, it was somewhat difficult to incorporate him into scenes at times because of the physical problems involved, such as sitting around the dinner table. Because wherever Teddy went, several technicians were present as well to operate him. "

The Stan Winston Studios created six versions of Teddy, some with specialized functions. One was created to be lifted and carried by members of the cast. There was a "stealth Teddy," a "stunt Teddy," as well as some half-Teddies. Several of the Teddy faces were designed to create a singular expression, such as a smile or frown.

One of Haley Joel Osment's challenges was carrying the heavy bear in many scenes. Teddy weighs over thirty pounds, much of it attributed to the radio-controlled servo motors housed in his body. "He really was a supertoy," says Osment. "Because he had so much machinery inside, he could do so many things. He could curl up, wiggle his nose and ears, even grab things. I just completely forgot he wasn't real. "

For the staff at ILM, creating a seamless Teddy presented unique challenges. For one thing, the bear used for computer modeling was pristine, while the hero bear used on stage was beginning to show a bit of wear and tear. The practical and computer-generated Teddys had to match completely, hair for hair, so ILM was constantly refining their 'Teddy technique. '

"One of my key CG supervisors, Barry Armour, was assigned to match the actual look of the Stan Winston bear," explains visual effects supervisor Scott Farrar. "Another, Tom Martinek, supervised the lighting and rendering. But matching the hair is always a challenge. The giant ape in 'Mighty Joe Young (1998)' only had an average of 700,000 hairs, and they were a foot long. This little pipsqueak teddy bear has a million and a half little hairs, and each of those has eight curve segments to it. That's 12 million manipulations to worry about!"

But Teddy is just one robot in a film populated with many versions of them. From the vision of a near future that integrates robots into our daily lives came endless possibilities from which to create fantastic new robotic forms. This again necessitated several departments working in tandem. Some robots were rendered by human actors with minimal make-up or prosthetics, like the characters played by Haley Joel Osment and Jude Law. Others were portrayed by physically-challenged actors operating limb attachments and other mechanisms. Finally, a few robots were entirely mechanical.

Many of the innovations came from using blue field masking of some parts of the robots that were later enhanced by computer imagery. With this technique, the audience will experience the sensation of looking inside a living, working being and seeing the whirring mechanisms below the synthetic flesh.

"One of the advantages of this style of working together was being able to create these shocking images," says Dennis Muren. "You see what looks like a perfect face, but as it turns you see it's hollow and full of machinery. Some are translucent, with some form of life force within them. We used our computer imagery to augment the fine work the Stan Winston crew had designed with Steven. "

Many of the robots were created to perform specific functions: as nannies, gardeners, road workers, welders, butlers, security guards, etc. Like automobiles, many fall into disrepair and are junked. But the film's designers decided that in the world of "A. I. ," each would come with a survival drive built in. Therefore, discarded robots would forever be searching for a new arm to replace a damaged one, much like people pick over a junkyard for old parts for their machines today.

To bring this illusion to life, several actors with missing limbs were employed to play "damaged" robots. They were fitted with special prosthetic limbs and armatures, giving them the ability to fully embody their roles.

"It was such a pleasure to work with these actors with special abilities," says Stan Winston. "What some saw as disadvantages physically became advantages for the roles they played. One amputee, Dave Smith, is a friend of mine. He played the Welder Robot, where one of his arms can actually become a welding tool. These were some of the most inspiring actors on the set and it was a joy to work with them. "

Make-up designer Ve Neill collaborated with Winston on the makeup design for these "damaged" robots. Once wardrobe and prosthetics were in place, the robot actors would sit in the chairs of Neill's "Robot World" makeup area for several hours as makeup technicians added intricate touches to each.

"My relationship with Stan Winston is really great," says Neill. "We've done several films together and he's always so much fun. He hires the best people, who are always incredible technicians. This makes my job easier, to say the least. When we filmed the scenes with all the robots working, we would have as many as 30 makeup technicians working at once to prepare them and keep them touched up. Some of the robots took as long as three hours to make up. "

Spielberg, Winston and Neill wanted much subtler makeup designs for Gigolo Joe and David. "We did several tests on Gigolo Joe, some with full-face prosthetic devices," Neill explains. "But it looked too surrealistic. It didn't reflect Jude's warmth and friendliness, which Steven felt was very important to the role. We came up with a simple prosthetic jaw piece and a plasticized facial makeup flexible enough so that it wouldn't crack or melt during filming. "

For production designer Rick Carter, the film's three distinct segments offered different complexities in the set building process. The first third of the film takes place in the subtly futuristic, circular Swinton home. The second phase involves David and Gigolo Joe's odyssey that brings them through dark forests and shantytowns to the brutal carnival atmosphere of Flesh Fair and finally to the decadent brilliance of Rouge City. In the film's final third, many digital enhancements were employed to create the underwater and ice sequences in a world drowning in sea water thanks to melted ice caps due to global warming.

Among the many challenges faced by Carter and his crew, Rouge City proved to be one of the most complex sets to design and build. Some of the City's buildings were built to scale. Others were created digitally and filmed on a special virtual blue screen stage. The main set was constructed to hide a pulley system that Michael Lantieri's special mechanical effects crew utilized to create the chaos of an "amphibicopter" gone amok in one crucial scene.

"Originally, we had a bigger stage," Carter reveals. "We were going to spend a million dollars more to create Rouge City. But it became clear that this money would be better used by ILM to digitally create a more expansive city than we could ever build. We would re-dress the set often, so that you really never knew where you would be in it. ILM came up with a virtual digital space on a blue screen stage to further the illusion of a vast city, which was quite groundbreaking technically. "

The blue screen set was unique in that it was designed as a virtual digital environment in which actors could walk through a set and be seen 360 degrees on a monitor which housed all the surrounding scenery in sync. This was achieved by mounting a series of hundreds of unique bar-coded targets on the ceiling of the soundstage that acted as monitors of points in space. When a camera moved about the set, the monitor showed the entire "dressed" set on special software that integrated the actors with their programmed environment.

"We had about 800 targets on the ceiling," says Muren. "Each one had its own separate identity. A video camera scanned them while its software identified them. This way, we could generate the buildings around the actors digitally, giving Steven more choices for shooting. It's really never been done this way. The technology was there, but we just needed a reason to use it. "

Rouge City was constructed on a large soundstage under the direction of Carter and set designer Jim Teegarden, using many of C. Scott Baker's more erotic and outlandish designs for buildings. A few sly references to Stanley Kubrick's films were woven into the set as well, including a milk bar like the one found in "Clockwork Orange, a (1971). " Also located in Rouge City is Dr. Know's information boutique, a unique futuristic store in which a hologram resembling Albert Einstein appears to customers to distribute snippets of knowledge for the right price.

"The character of 'Dr. Know' I always saw as the information equivalent of 'Ronald McDonald' and you would find the franchise almost anywhere - instead of fast food, you could get fast information and be entertained at the same time. "

The Gondola and Flesh Fair sequences were housed in the enormous Spruce Goose Dome facility in Long Beach, California. Since the Dome is 600 feet in diameter and 100 feet high, it provided the ultimate atmosphere for elaborate night sequences. There, Michael Lantieri's crew built the Moon Gondola as well as the myriad robot torture devices found at Flesh Fair. "The gondola weighed 19,000 pounds and was held and moved by a 300-ton crane," says Lantieri. "It had people in it and people below it when it flew over. It used nets and magnets to capture the robots in the film, so we had to make that all look functional. It was dangerous to operate, so we took every precaution. "

Even more dangerous was mounting the elaborate robot torture devices found in the Flesh Fair arena. With 800 screaming extras looking on, Lantieri had to find a way to shred, burn and rip apart robots in a way that wouldn't jeopardize cast or crew. "Steven came up with an idea that we would use a cannon to shoot robots through this coliseum," Lantieri says. "All this inside a ring with hundreds of people and a band playing on stage. So we took extra safety precautions and it all worked quite well. "

The industrial metal band Ministry was chosen to play in the sequence, as much for their legendarily dark sensibilities as their pulsing, hypnotic music. "They were suggested by my assistant, Lee Clay, who knew the type of music we wanted," says Bonnie Curtis. "They were perfect. It turns out all of these current musicians such as Limp Bizkit and Orgy were profoundly influenced by Ministry. It all started with them. And they were happy to take part, especially when they saw the clothes. "

Pioneers of "goth" music, Ministry created an image using black leather and was therefore delighted to see the cut of wardrobe designer Bob Ringwood's costumes for them. "I did some research on the band and found out what they do," says Ringwood, who also designed the costumes for such films as "Batman (1989)" and "Alien (1979): Alien: Resurrection (1997). " "I felt if you are going to use a rock band that exists, you gotta go with their look. I dressed the lead guitarist in a skeleton outfit and he nearly died with pleasure. We had taken his look and pushed it as far as we could go. He couldn't believe his luck. "

Ringwood collaborated with Stan Winston to create the look of the snarling Biker Hounds, who are employed by Lord Johnson-Johnson (Brendan Gleeson) to round up stray robots from atop monstrous motorcycles. To create the Hounds' stark armor, Ringwood commissioned armourer Terry English ("Excalibur") to design their helmets.

More subtle costuming was needed to create the looks of the film's major characters. For David's first appearance in the Swinton household, a loose-fitting white track suit became the robot's first clothes. "Steven had originally conceived of David being more robotic," says Ringwood. "But we pulled further away from that and we got more realistic with his clothes. We also used muted, comfortable clothes for Monica, with them becoming a bit brighter as her mood becomes more positive in the story. But it was Gigolo Joe's outfit that became our biggest challenge, along with outfitting the street people of Rouge City. "

Gigolo Joe, as played by Jude Law, required a versatile wardrobe in which he could dance and sing if need be. Several designs were submitted and discarded, all in the quest of finding a functional look that would be just as striking. After all, Gigolo Joe was designed as a 'love mecha,' a robot programmed to attract and satisfy his human "clients. " "Steven actually had me look at romantic figures, even Dracula, from past films," Ringwood recalls. "We wanted to instill the vision of a classic romantic, sexy hero infused with a futuristic look. I found, quite by accident, a material made of fishing line woven as a satin that looked almost like liquid metal when worn as a frock coat. We then gave him a plastic shirt as well. In the end, he's sort of a Victorian romantic hero crossed with a futuristic Elvis Presley. I had worked with Ve Neill on the 'Batman' films, so we had a shorthand in integrating the makeup and wardrobe. "

For sequences taking place at a waterbound amusement park in a submerged Manhattan, real ice was shipped in to create the right atmosphere, with the production using eight tons a day to complete the illusion under hot lights. Cinematographer Janusz Kaminski collaborated closely with Spielberg, Carter and Winston to light these effects expertly, giving no technical secrets away while creating some illusions of his own. "The movie has three distinct looks," Kaminski explains. "In terms of lighting, the first act is sterile and a bit clinical. The second act is a bit of an action adventure, and the third act is extremely emotional and innovative in terms of drama. I believe in following the screenplay closely, figuring out what the writer is saying so I can reflect that in my lighting and photography. Rick Carter tells the story in a very similar way. His sets are so magnificent and so meaningful that it is easy for Steven and I to come in and light them and create in them. Steven works from instinct, and so do I. And we do it at a very fast pace. "

Indeed, the 68-day shooting schedule was very tight for a film of this magnitude, according to producer Kathleen Kennedy. "Steven moves at an extraordinary pace," Kennedy says of Spielberg's directing style. "He requires that people pay close attention to the pre-production process, so that when we arrive at the shooting phase the things he asked for are there. He knows exactly what he wants. "

Assembling a top cast of talented performers was a big part of the production's ability to move so fast, according to Bonnie Curtis. "Jude Law, for example, was one of the most conscientious people I've ever worked with, calling me to check in about his character even before he started working," Curtis enthuses. "Frances O'Conner was diligent and naturally intense before the camera. She photographed beautifully and she made for a comforting mom on set, like everyone's idea of a fantasy mom. Sam Robards is a wonderful actor and brings a lot of heart to his role. "

Robards was surprised by his role, which looked, on the surface, to be a reality touchstone for the audience. He got to drive a futuristic car through the Oregon foothills during one of the film's rare exterior location scenes, and he was fascinated by the futuristic yet comfortable look of the Swinton home. "I even asked if I could spend one night in the bedroom on set," said Robards. "But unfortunately I never got the chance. I was fascinated by that house, with all of its slightly futuristic furniture and gadgets. "

Set decorator Nancy Haigh worked with Rick Carter in filling the Swinton house with books, kitchen gadgets, toys and furniture that seem very close to present day reality, but perhaps a bit futuristic. Carefully chosen books, artwork and playthings populate each room, designed to blend comfortably with the characters and their environment. Haley Joel Osment and co-star Jake Thomas spent many of their lunch periods playing with the many toys in Martin's bedroom. "It was a fun environment to be in," Osment remembers. "I had lots of fun making the film. I learned to scuba dive for the underwater scenes. I met lots of great people. Most of all, I enjoyed watching Steven direct. I'd like to do that someday too. "

Jude Law also enjoyed his character Gigolo Joe, through whom he got to do some unexpected dancing. "I had never done much dancing professionally, just classes and the like," says Law. "But Steven decided that Gigolo Joe should move more elegantly than humans since he is designed to attract them, so he should also be able to dance as well. "

Choreographer Francesca Jaynes worked with Jude Law for three months, perfecting and creating his dancing style. "It started out a bit more Fred Astaire, then became a little more Gene Kelly," Law says. "He should be able to move instantly, with elegance and grace. After all, he needs to catch the eye of prospective clients. This is what he is programmed to do. Luckily, through David, Gigolo Joe learns to care about someone other than himself along their journey together. "

One constant presence throughout filming was the artistic vision of Stanley Kubrick, whom Steven Spielberg kept at the forefront of each day's work.

"Steven really tried to do this film with Stanley as a guide," says Bonnie Curtis. "Steven would constantly say on set 'Stanley would have liked that. ' Or 'I feel him, I feel him here. ' His presence was very prevalent through the whole production, and very wanted as well. "

"Steven embraces the audience," Kennedy notes, "because he respects them. He tells intelligent adult fairy tales and doesn't talk down to anyone. He's a fantastic storyteller who takes the essence of what interests him in a story and executes that with respect, excitement and energy. He's lucky, because what he thinks about and cares about in his stories are the same things his audience identifies with. Stanley Kubrick obviously had his own great strengths as a filmmaker and they certainly work well with Steven's. Part of Kubrick's vision was to create a futuristic character in David that traveled from the intellect to the heart. And I think steven Spielberg works from the heart and goes to the intellect. It's quite a beautiful combination. "