A high-tech action drama set in the dangerous, exhilarating world of open-wheel racing, "Driven" centers on the lives and careers of four drivers chasing the ultimate adrenaline rush. Talented but unfocused rookie Jimmy Bly (KIP PARDUE) is slipping in the rankings, cracking under pressure from his ambitious promoter brother (ROBERT SEAN LEONARD). And it doesn't help that Bly is pursuing an affair with Sophia (ESTELLA WARREN), the girlfriend of his nemesis, top racer Beau Brandenburg (TIL SCHWEIGER).

With so much riding on Bly, seasoned car owner Carl Henry (BURT REYNOLDS) seeks help from former racing star Joe Tanto (SYLVESTER STALLONe), whose once-promising career spun out after a tragic accident that nearly killed him and another driver. But to steer Bly to the top, Tanto must navigate his scarred emotional past, maneuver around the hovering presence of a reporter (STACY eDWARDS) covering the male-dominated racing scene, and contend with Cathy (GINA GERSHON), his ex-wife, who has since married rival racing sensation Memo Moreno (CRISTIÁN DE LA FUENTE).

Caught between success, failure, regret and the need for speed, the four competitors are driven to put the pedal to the metal in pursuit of redemption and glory.

Welcome to the human race.

Warner Bros. Pictures and Franchise Pictures present the action drama "Driven," starring Academy Award-winner SYLVESTER STALLONE ("Get Carter (2000)," "Rocky (1976)") and Academy Award nominee BURT REYNOLDS ("Boogie Nights (1997)"). Directed by RENNY HARLIN ("Deep Blue Sea (1999)," "Die Hard 2 (1990): Die Harder" with screenplay by Sylvester Stallone, from a story by Sylvester Stallone and NEAL TABACHNICK & JAN SKRENTNY, the film also stars KIP PARDUE ("Remember the Titans (2000)", TIL SCHWEIGER ("Judas Kiss (1998)"), GINA GERSHON ("Insider, the (1999)," "Bound (1996)") and ESTELLA WARREN (the upcoming "Down and Under (2001)" and Tim Burton's "Planet of the Apes (2001)"). ELIE SAMAHA ("Get Carter (2000)," "Whole Nine Yards, the (2000)"), Sylvester Stallone and Renny Harlin are the producers. ANDREW STEVenS ("Get Carter (2000)," "Whole Nine Yards, the (2000)"), DON CARMODY ("Get Carter (2000)," "Whole Nine Yards, the (2000)") and KEVIN KING ("Get Carter (2000)," "Cop Land (1997)") are the executive producers. REBECCA SPIKINGS and TRACEE STANLEY are the co-executive producers. MAURO FIORE ("Get Carter (2000)") is the director of photography; STEVE GILSON and STUART LEVY ("Any Given Sunday (1999)") are the editors; CHARLES WOOD ("Get Carter (2000)") serves as production designer; MARY MCLEOD ("3000 Miles to Graceland (2001)") is the costume designer; and BRIAN TRANSEAU ("Go (1999)") is the composer.

"Driven" will be distributed by Warner Bros. Pictures, an AOL Time Warner Company

Shot over eight months at nine races in five countries, "Driven" features coverage of real races - including the fastest car chase and racing sequences ever filmed - and utilizes state-of-the-art film technology to simulate the driver's point of view while traveling at speeds in in excess of 240 miles-per-hour. For the first time, a feature film puts the audience in the driver's seat of some of the fastest cars on earth.

As the film's title suggests, the characters that propel the ensemble "Driven" struggle with desires and temptations in an environment where the specter of death intensifies them. "You never get rid of the fear," says Sylvester Stallone, the Academy Award winning screenwriter of the 1976 Best Picture "Rocky (1976). " "It's just something you swallow and learn how to use before it uses you. And the fire inside you can dwindle down to a small ember, but if you're allowed a chance to revisit the past and maybe do it right this time, that fire can explode. "

In "Driven," former world class driver Joe Tanto (STALLONE) grapples with smoldering memories and emotional scars from a fiery crash that cut short a promising racing career Tanto had let spin out of control. But Tanto gets his shot at redemption when he is called back into action by car team owner Carl Henry (BURT REYNOLDS), a former driver now confined to a wheelchair.

"My character is a former driver who came very close to death and survived," says Reynolds, a former NASCAR owner and the driving force behind the popular "Smokey and the Bandit" films. "This near-death experience empowered him and he is even more determined now as a team owner than he was as a driver. When you face death like that and live, it changes you. You see what is truly important. You learn to respect life and make the most of it. "

"Burt brings such vitality and energy to his role," Stallone says of the Oscar nominee and Golden Globe winner for his performance in "Boogie Nights (1997). " "When I told him about the character, I said, 'He's the toughest, strongest, most virile guy in the story, but unfortunately, because of a tragic racing accident, he's confined to a wheelchair. But Carl doesn't feel sorry for himself; as a matter of fact, he's been empowered by the situation. '"

Carl has little patience for his talented but temperamental rookie Jimmy Bly (KIP PARDUE), who must put the brakes on his destructive behavior before is costs him more than he can afford to lose. "Carl sees an opportunity to help his friend Joe while saving his team and a talented young driver," says Reynolds. "He knows if Joe is honest with himself, he'll see the offer for the second chance it is. "

"I think I'm there to race again, but Carl's really bringing me back as an example to Jimmy of how not to live his life, because I blew every chance I ever had to be good," Stallone explains. "But maybe if I show Jimmy how to avoid all the pitfalls and all the mistakes I made, then maybe he can salvage something out of his life that I can be proud of. "

Tanto's decision to help the rookie "is kind of like the father and son passing of the torch," Stallone notes. "Quite often the father may not have what is takes to succeed, but what he does have is experience and knowledge. If one can convey without ego, 'Here are all my life sufferings. Here's everything I've had to learn the hard way. If you can avoid doing what I've done and learn from the good and bad, I've succeeded. ' Then one can celebrate success in another's achievements. "

Over the course of the story, Joe discovers a surprising strength in coming to terms with his lost dreams and wasted potential. Joe's quiet struggle with the pain and choices of his past give way to a new generosity of spirit when he recognizes that proving onesself doesn't necessarily mean winning the big race.

For Kip Pardue, who portrays the rookie driver Jimmy Bly, being a winner means focusing on his behavior both on and off the track. "When we first meet Jimmy, he's so overwhelmed by pressure, media attention and responsibility, you know something has to blow," Pardue says. "He has to learn that what happens off the track affects him on the track. His journey is a great metaphor for getting back to what you're good at, and for Jimmy, that's driving. "

Pardue also recognizes parallels between his role of a fast-rising race car driver and his experiences as a newcomer to Hollywood. "I saw a lot of myself in Jimmy Bly," Pardue says. "I relate to him in a lot of ways because all these wonderful things are happening to him and he doesn't know exactly how to handle all the stress and responsibilities that come with the job. There are a lot of people telling him what to do, a lot of temptations and a lot of pressure, and Hollywood is a very similar environment. "

Another character who grapples with temptation in "Driven" is world champion driver Beau Brandenburg (TIL SCHWEIGER), whose character is losing his edge on rookie sensation Jimmy Bly. "Racing is the most important thing in Beau's life," says Schweiger, the acclaimed German actor, director and producer. "He's absolutely dedicated to it. So when a hot new driver threatens his title, he breaks up with his longtime girlfriend to fully focus on racing. "

Beau blames his longtime girlfriend Sophia (ESTELLA WARREN) for his difficulties on the track and breaks up with her in a desperate bid to stay ahead of Jimmy. "He thinks he'll keep his edge if he gets rid of all the distractions," Schweiger explains. "But what he discovers is his passion for Sophia is so strong, he's even more distracted by her after their break-up. "

Viewing the breakup as an opportunity to glean the champion's secrets and rattle his concentration, Jimmy Bly capitalizes on Brandenburg's anxiety, setting his sights on Brandenburg's number one ranking and his ex-girlfriend. "Jimmy sees Sophia as a kind of trophy," Pardue says. "He uses her because he's convinced that Beau Brandenburg is the world champion because he has something Jimmy doesn't have. "

In turn, Sophia helps her ex's rival in order to stay on the racing circuit and win Beau back. "I like Sophia because she's smart and strong and she knows exactly what she wants and how to get it," Estella Warren says of her character. "She's always very straight up with Jimmy that she's still in love with Beau and not over him yet. "

Meanwhile, off the track, Jimmy's brother, DeMille Bly (ROBERT SEAN LEONARD), a racing promoter driven by his own agenda, has put into motion his own plan for furthering Jimmy's success. "My character has a great love of racing, but he doesn't have the talent for it, so he lives to a large extent through his younger brother," Leonard says. "DeMille understands that it takes more than talent to succeed. You need sponsors, fans, the media. You need ambition. A love of driving is not enough. "

To become a 'corporation,' as DeMille puts it, a champion driver must handle the off-track pressures as well as he maneuvers though intense competition on the track. As Demille tries to manipulate his stumbling rookie brother, Jimmy cracks under the relentless pressure and bright spotlight DeMille creates. At the same time, Jimmy's scheme with Sophia stalls, and soon his manipulations backfire on him.

Meanwhile, Joe's return to racing bumps another driver, Memo Moreno (CRISTIÁN DE LA FUENTE), off the circuit, angering Joe's ex-wife Cathy (GINA GERSHON), who is now married to Memo. While Memo takes his demotion to test driver in stride, Cathy views it as another example of how Joe still manages to hurt her. When Joe becomes involved with female journalist Luc Jones (STACY EDWARDS), Cathy seizes the chance to get back at him.

"Cathy is as driven as any of the drivers, but her ambition - and fate - is all tied up with the love and manipulation of these men," Gina Gershon says of her duplicitous character. "Even though she's married to Memo, you can tell she's still in love with Joe. Memo's a good man, and he's good to her in a way Joe wasn't, but she still can't get over Joe. You can see their dynamic, their attraction. .. and you can also see why these people aren't together anymore. "

But Cathy Moreno pays a steep price for her game playing. Angry at Joe and ambitious for Memo, she instigates a chain of events that culminate with tragic consequences. "Cathy is one of those people you don't want to become," Gershon says. "She's an example of what happens when someone's ego and dark side gets in the way of their relationships. "

Cristián de la Fuente believes his character is not completely blind to Cathy's ambition. "Memo really loves his wife," de la Fuente says. "Cathy is the love of his life. And although he's not completely sure if she loves him the same way, he would do anything to make her happy and proud of him. "

Memo's strong sense of loyalty is a quality that de la Fuente admires. "Memo Moreno is a very beautiful character," notes de la Fuente. "He wants to be the best driver on the team, but he also wants to be the best husband and the best friend. When he has to choose between being a driver or a friend, he wants to be a better friend, a better human being. "

Memo's gesture of sportsmanship underscores an important theme of "Driven. " "'Driven' is not what you expect when you think of a race car film," says Til Schweiger. "It's really action-packed, but it's also very character-driven. It's ultimately about the importance of being a champion off the track as well as on. "

ABOUT THE STORY

For Sylvester Stallone, "Driven" began as a labor of love five years ago when he decided to explore the life and character of "the men behind the visors" - the drivers. "Unlike other athletes, these drivers have the kind of occupations where you see them at breakfast and you hope you see them at dinner," Stallone says. "You don't run into a wall at 230 miles an hour playing golf. "

While researching his story, Stallone attended Formula One (F-1) and Championship Auto Racing Team (CART)/Indy races around the world. "For years I watched these guys in their helmets, race after race, and I never knew who they were," Stallone remembers. " I wanted to understand who was living inside the helmet. What's that man's life like? What are his fears?"

Stallone's extensive research led him to delve into another timeless theme in the film: racing as a metaphor for the struggle of the human race. "From the moment we're born, our life is a struggle of competition on every level," Stallone theorizes. "We compete for jobs, for money, for love. We race against each other, against ourselves, against time. From mice to turtles to jets to balloons, you name it, we race it. And I thought, 'If I could somehow tap into why we are so attracted to racing, we'd really touch on more than just the obvious in a racing movie. '"

So, why do drivers drive? Is the adrenaline rush really that addictive? And what does it take to make it as a world champion?

"After two, three, four laps around the track, you start to become one with the car and you tap into something primal," Stallone reveals. "The you can see why these drivers get addicted - racing takes you to a place subconsciously that normal everyday life never will. "

"These guys are six inches from the wall, driving 200 miles an hour with a focus they have to sustain for at least two hours," says Pardue, who played football and baseball in college. "Just holding the wheel is physically straining enough. After an hour or so of driving against those g-forces, your forearms are so weak, you can barely hold them up. Your legs are tired from constantly working the clutch, the gas and the brake and there are blisters on your hands from holding the wheel. To top it off, you're sweating constantly. You lose a lot of water and are always fighting dehydration. And these drivers have to deal with something no other athlete deals with, which is the fear of death. "

Cristián de la Fuente concurs. "Two hours of being inside a car in race is really tough," admits the boxer, weight lifter, skier and tennis player. "You have to have a lot of upper body strength because you are under constant assault from g-forces hitting your head, neck and upper body. It's exhausting. "

In addition to the physical toughness, the sport demands the mental tenacity and focus, which are the traits that define a world class driver from his competitors. "There are maybe 20 to 30 guys in the whole world who can really drive these cars," Stallone says. "People underestimate them, but these drivers are a breed unto themselves. They have developed a center, a zone from which they approach everything with a kind of stoic intensity, absorbing the fear and channeling it in a positive way. "

The solitary nature of a drivers' life is a fascinating aspect of the sport to Stallone. "A driver rides the ragged edge between heaven and hell, life and death," Stallone muses. "He's the master of his destiny and that's a rare, powerful place to be. That's why the drivers need to maintain that 'quiet spot,' which we talk about in the movie. If you don't center yourself in that quiet spot while everything around you is chaotic, you'll get torn apart. "

As a result, Stallone's "Driven" screenplay depicts how the manner in which each driver handles the stress, successes, failures, loves and losses of his personal life impacts his performance behind the wheel. "If you don't have it together off the track, it's not going to come together on the track," Stallone explains. "These drivers aren't immune to life's problems. They suffer the same heartaches and struggle with the same issues and fears as the rest of us do. But if they don't deal with these issues, it heightens the risk on the track, because their jobs demand total concentration. Distractions can be deadly. "

"The most amazing thing to watch about these drivers is how calm they are," observes Estella Warren. "They just have this kind of very Zen quality about them. Even when they speak, they're always very smooth and calm and in control. It's this very nice presence to be around, a kind of quiet power. "

"The few drivers that I've had the pleasure of meeting seem to love life and not be afraid of anything," says Stacy Edwards, who counts drivers Max Papis, Paul Tracy and Juan Montoya among those she met on the circuit. "They're relaxed and fun and they just live in the moment. They have great senses of humor, too, and always seem to be teasing one another. "

According to team owner John Della Penna, who served as a consultant on the film, mental toughness is the key to a driver's success. "When they're out there on the race track, these guys are truly by themselves," Della Penna emphasizes. "Although we can help them with strategy and good pit stops, at the end of the day, they need to find that extra little bit within themselves to be competitive, to push themselves are far as they can. "

Della Penna says that Stallone's screenplay accurately depicts the events, emotions and relationships that drive the racing circuit. "You need more than just the talent to make it as a world class driver," says Della Penna. "You also have to have a certain amount of maturity. You always have hot, new talent coming up. But even through he may be really, really talented, a rookie makes a lot of mistakes the first year or two. He needs to develop maturity and toughness. I think that aspect is captured very, very well in the film. "

Because Stallone wanted to explore the different ways in which the drivers' relationships with women affect their performances on the track, "Driven" also examines the lives of the women behind the drivers. The circumstances for each of the three principal women in the film differ, but one aspect is universal: all three women must cope with loving a man whose great passion involves a life or death pursuit. The story is further complicated by common, yet complex, issues that divide men and women: unrequited love, mixed signals, mind games, marriage and divorce.

"I'd get into these very intense discussions with Sly about men and women," Gina Gershon recalls. "I started calling him 'Bly Sly,' for Robert Bly, since he's so philosophical and fascinated with the topic of men and women's roles in society. "

To deepen the male-female conflict in the story, Stallone created a verbal sparring partner for his character in Lucretia "Luc" Jones, a journalist new to racing who is writing about motor sports as "the last bastion of male dominance. " "Sly and I talked about men and women and the way their roles in society have shifted over time," says Stacy Edwards. "My character gets to examine that shift while researching her story on racing and living life literally on the edge. "

With the Luc Jones character, Stallone hoped to capture his rapport with feminist writer Susan Faludi, with whom he worked when Faludi was researching Stiffed, her best-selling book on the role and identity of the modern American male. "It was one of my favorite interviews and I wanted to emulate the tone and ideas of that terrific exchange we had about men and women and their evolving roles in society," Stallone says of his 1996 discussion with Faludi, which served as the basis for an Esquire magazine profile on the actor. "In many ways, Joe Tanto's struggle represents every man's struggle to stay vital and useful. As Joe says at one point in the film, women have the ultimate power - the power to create and give life - so men have always been looking for other ways to validate or prove themselves. "

Stallone's screenplay also explores the different ways in which people respond to second chances in their lives - chances for success, fame, redemption and love - and gives his character, Joe Tanto, a second chance to prove himself. "Most of us go to our graves without ever getting a second chance," Stallone observes, "which is sad since most of us blow our first chance. We blow it because we didn't see it coming. We didn't appreciate it. And we always say, 'If I could just go back and do it one more time…if I knew then what I know now, my whole life would be different. ' It's similar to talking to people who have had a near death experience and they say, 'Boy, I savor life now. I drink it in. I enjoy it every day. I'll never be petty again. I'll never let the small things bother me again. ' And that is what this film is very much about. "

"I'm just trying to take the experiences of my life and put them into this movie," Stallone continues. "I'm using certain situations in my past relationships to show how you gotta gracefully move on to the next session of your life. You are what you leave behind. "

GENTLEMEN, START YOUR ENGINES

For more than four years, Stallone followed the racing circuit, fine-tuned his screenplay and shopped the project around Hollywood. "It's been a struggle to get this film made," he reveals. "People kept telling me it couldn't be done, which made me more even determined to prove them wrong. "

Til Schweiger says Stallone's determination to make "Driven" impressed and inspired him. "I admire Sly's vision and persistence," he says. "The whole story of the first 'Rocky' is a perfect example. This movie is another. It would have been so easy after four years for Sly to say, 'Forget about it. I'll go make another movie,' but he said, 'No, this is my dream and I'm going to achieve it. ' He wouldn't give up. "

Stallone ultimately brought his screenplay to Elie Samaha, founder and chairman of Franchise Pictures. "I said 'Yes!' right away," Samaha recalls. "It was a great, classic story about a man seeking redemption, a man who doesn't give up. It's filled with drama, humor, action and great characters, and it's set in the racing world, which has millions of fans around the globe. I love the story and the setting. "

Even after Samaha agreed, it was still a challenge to put together a filmmaking team that could pull off this groundbreaking project. "A car racing film is not exactly an easy movie to make," Stallone cautions. "You have to understand the sport, as well as be passionate about the machine and the people involved. You can find a lot of guys that comprehend one aspect, but to find someone who 'gets' both elements is difficult. I'm blessed to be collaborating with Renny Harlin, who has the vision and talent to make this film as big as it can be. He's taken the story to another level. "

Stallone's character-driven screenplay presented director Harlin with an opportunity to combine his love of action with an ensemble drama grounded in the real lives of real people. "In this instance, both Sly and I had a lot of passion for the same subject, so it made sense to make it together," says Harlin, who collaborated with Stallone on the blockbuster thriller "Cliffhanger (1993). " "With 'Driven,' we want to show audiences why racing is one of the most popular sports in the world. We want to take you places you've never been - inside the engine, inside the driver's head, all the way into the wall during a crash and 360 degrees as it spins around. We're making a race car film unlike any you've ever seen before. "

When Stallone and Harlin began the casting process, they turned to box office legend Burt Reynolds to fill the formidable role of team owner Carl Henry. "It was great to be back in pit lane, even if I was the only guy who didn't get to drive," Reynolds jokes. "Sly and I have known each other for twenty years and have been trying to find something to work on for almost as long. With 'Driven,' great roles and a common interest finally brought us together. "

Both Harlin, who was born and raised in Finland, and Stallone felt it was important to depict the diverse nature of the people and places behind the international sport of open-wheel racing. "Auto racing is the most popular sport around the world along with football," says Harlin. "Sly and I both agreed our cast and locations had to reflect that. "

As a result, from Canadian cover girl-turned-rising young actress Estella Warren to Chilean actor Cristián de la Fuente to German actor-director-producer Til Schweiger, the diverse "Driven" cast is comprised of established stars and up and coming new talent, as well as many of today's top-ranked race car drivers from around the world, including Juan Montoya (Colombia), Max Papis (Italy), Dario Franchitti (Scotland) and Kenny Brack (Sweden).

Cristián de la Fuente pursued the role of driver Memo Moreno with characteristic tenacity. "I was watching 'Entertainment Tonight' and saw that Sly was training for a role as a race car driver," de la Fuente recalls. "I called my manager and said, 'Sly is doing a race car movie and I don't think he's going to be racing all by himself. ' My agent agreed and after going through the casting process and lots of waiting, here I am. "

Stallone found the perfect fit for champion driver Beau Brandenburg in German actor-producer-director Til Schweiger, who has co-starred in the English-speaking films "Judas Kiss (1998)" and "Investigating Sex (2001). " "I've known Til for a couple of years, but I didn't find the right role for him until now," said Stallone. "Beau Brandenburg was ideal for him and he ate it up. "

"Til's an honest, instinctive actor," Harlin adds. "In 'Driven', he is so compelling to watch for all the subtleties and cracks in his character's tough, stoic veneer. "

Harlin discovered newcomer Estella Warren while reading a magazine on one of his flights to a race. "We had seen hundreds of actresses by that time and no one fit what we were looking for," Harlin remembers. "Then I was looking through a magazine and there she was. We had her audition a couple of times and she was a bit tentative and then she cut loose and we were astounded by her amazing ability to conjure up her emotions. She's an absolute natural in addition to being drop-dead gorgeous. "

Warren, who got her first taste of acting while shooting a commercial for Chanel No. 5 with French director Luc Besson, says the decade she spent as a world-class synchronized swimmer helped her immensely in terms of taking direction. Harlin concurs: "As a world-class swimmer Estella had developed a great, great discipline. It was easy to direct her because you can tell her very straight, 'Do this, don't do this,' and she does. "

As his cast began to come together, Harlin shifted focus to pre-visualization and production strategy. "It was very important to me that this film be as realistic as possible," Harlin admits. "I have a lot of friends who are drivers, so I have an obligation to be true to life. As incredible as the cars, action and visuals are, this is not a fantasy action film. It's a film set in the racing world with a lot to say about human nature. "

BEHIND THE WHEEL

From the start, both Stallone and Harlin knew they wanted not only to put the audience in the driver's seat, but inside the driver's mind as well. For Harlin and his filmmaking team, this meant creating new ways to move the camera freely in order to present a point of view that has never been accurately captured on film before.

"I always seek the best point of view and sometimes that means a point of view where the human eye can never be, or a perspective we never see," Harlin said. "In 'Driven,' I saw the camera moving all around the car and the drivers, like a bird flying and swooping. From the prototype chase sequence to the crashes to the driver's POV, I want to give the audience a head-spinning experience. I want them to know what it's like to be a participant, not an observer. "

Stallone and Harlin enlisted help from several of the top drivers in the world today, including F-1 world champions Mika Hakkinen and Jacques Villeneuve; F-1's top ranked Mika Salo, David Coulthard and Jean Alesi; and, Indy/CART drivers such as Max Papis, Kenny Brack, Christian Fittipaldi, Mauricio Guggelmin and Paul Tracy. Using the drivers' detailed descriptions and keen observations, the filmmakers fine-tuned the story and action sequences. Specifically, they created shots simulating what it feels and looks like "in the zone," the intensely focused mindset and visual distortion drivers experience while travelling at extremely high speeds.

"No film has ever truly depicted what the driver sees at such high speeds," said Stallone. "We want to give the audience the terrifying, thrilling experience of what it's like to be sitting on top of all that horsepower. "

But the view from behind the wheel isn't what your average Sunday driver might expect. "Usually, filmmakers mount a camera on the back of a car in an attempt to simulate a driver's point of view, but it's not accurate," Stallone insists. "Instead of one continuous shot focused straight ahead, a driver's true perspective is much different. His eyes are constantly moving from side-to-side and shifting focus. Renny uses a range of aperture settings and camera angles to capture the chaotic visuals a driver really experiences. "

Harlin's desire for unconventional camera angles and freedom of movement dictated in the earliest stages that he would have to augment traditional storyboards with more detailed materials. "Once we started talking about how Renny wanted to cover the driving sequences and crashes, we realized it never had been done before," explains visual effects supervisor Brian M. Jennings. "It involved another level of figuring out how to pull this stuff off. The only way to convey it like Renny visualized it was in three dimensions. "

To this end, Harlin and his team developed a process called "pre-visualization," whereby they broke down the logistics of shooting each action sequence. Initially, each sequence was planned out on traditional storyboards, which Harlin would review and change. These storyboards were then adapted and put into a computer, where they could be further modified. Using a visualization technique known as animatics, a computerized version of the boards was then created, allowing Harlin to move his camera, set, actors, cars, props, lighting, etc. around in three dimensions, accurate within an eighth-of -an-inch. With this technique, Harlin worked out complex camera, action and stunt sequences, modifying angles and testing different movements long before shooting ever began. Such extensive, detailed planning enabled Harlin to blast through three major races and six weeks of action-packed filming, shooting 1,500 set-ups in 39 days with what he calls "0 excuses. "

"This is a fascinating new application of an existing technology," Harlin says. "I created fully animated sequences to show people at every stage of the process - for the budget, to the stunt men and effects people, to the actors and designers. It's an unbelievable tool and the implications for the way films - especially action and effects films - are made is really revolutionary. "

After trying out different camera lenses and angles in the computer, filmmakers determined how each and every shot would be executed and divided the work accordingly. For example: Harlin wants to crash a race car into a wall, see it flip through the air and slide to a certain position on the track. The animatics rendering of the crash sequence is shown to Harlin's production team, which includes Jennings, director of photography Mauro Fiore, first assistant director Myron Hoffert, stunt coordinator Steve Lucescu, racing unit coordinator Steve Kelso and special effects coordinator Colin Chilvers. Each department then explains what it can do safely.

Stunts and Racing: "We can drive right up to the wall, but we can't crash into the wall at that high a speed. "

Special effects jumps in: "We can pick up the car from there and rig it to crash, but we can't guarantee it will flip the way you want it to flip. "

Visual effects: "We can take the car from the crash and make it flip how you want it to flip and do anything else you want it to do. "

"This was not only an efficient process, it was fun," Harlin recalls. "It's creative and collaborative. And the results speak for themselves. "

Key to many of these sequences is the creation of computer-generated models of the race cars. "What we've done is take a model of a real race car and sent it off to be 'digitized,' where the physical model is scanned into the computer," Jennings explains. "Next, we modify the computer image to add all the graphics and decals so it is an exact replica of the real car. Then we add the CGI car to live footage we've shot and animate it to move like a racecar. "

Distinuguishing live cars from digital ones became a bit of a contest between Harlin and his visual effects team. Jennings and his crew performed extensive tests with digital cars, mixing a CGI car in with four or five real cars, until they eventually stumped even Harlin. "They offered me $1,000 if I could pick out the CGI car and I guessed incorrectly three times," he said. "And the last time I was still guessing. "

Harlin estimates that nearly seventy-five percent of his car sequences are real and the remainder are digitally created. "This film could be done completely practically, with no visual effects," Harlin says, "but our ability to digitally modify the action and cars enhances the live racing footage, allowing us to move the camera seamlessly and show you new things in new ways. "

For example, Harlin applied the dazzling three-dimensional visual effects first introduced in feature films in "Matrix, the (1999)" to various sequences in "Driven. " Cinematographer Mauro Fiore notes there is an important difference between the way in which "Driven" created its dynamic camera movement around slow-motion events and the techniques used in "Matrix, the (1999). "

"In 'Matrix, the (1999)' they relied on a series of still cameras to achieve the effect, whereas we shot ours with an Ariflex 435 motion picture camera," Fiore explains. "This allowed more flexibility over what frame can be frozen and what part of the frozen image can be moved on. This gave Renny the ability to stop on any given angle. "

This "hang time" effect allowed the filmmakers to drop the audience in the path of a crash, move them through a fire, or place them in the cockpit as a race car spins 360 degrees down the track.

Harlin also manipulated shutter speeds and angles to create a staccato feel or streaky effect, to elongate a sequence for detail or impact, or speed it up for heart-pounding, blistering action. "You will see a crash happen in extreme slow motion, see our actors in these cars as they're crashing, as we move your point of view through the crash and you see debris break off in slow motion," Harlin says. "We can augment the real car stuff with the very dangerous stuff - flying through a crash and through debris on the computer. I can go back and forth between slowing something down and then cutting back to the high speeds in real time. This allows me to create racing and crash sequences that people have never seen before because they simply could not be done safely -"

In addition to computer technology, computerized camera work and visual effects, Harlin says advancements in camera technology is another key to capturing the thrill of racing these high-powered machines. "There are so many more places we can mount cameras now because they are so lightweight and we know how to balance them," Harlin says. "For example, we use periscope lenses, where the camera is mounted out of the way, but the lens comes out in front of the driver's eyes so you can get the exact point of view of the driver all the way down the track and all the way up to include his own hands on the steering wheel. "

Harlin used a number of cameras and mounts, including the 3-axis gyro-stabilized 23-pound remote control camera head called RollVision, which can tilt 180 degrees, roll 360 degrees, pan 360 degrees and be mounted on crane, jib arms, RadCam, steadicam or a dolly. He also used a very small camera called the Eyemo, which can be rigged to a car's suspension for a fast-moving perspective. Additionally, Harlin employed the WesCam in his aerial shots and made liberal use of the Technocrane to navigate around the cars. An 80-foot-long Strada crane swung over the audiences at the race track while a FotoSonics camera, which shot 300 frames per second, captured the terror of a fire in the pits.

OFF TO THE RACES


Even before casting was complete and months before principal photography began in July 2000, Harlin and Stallone began shooting real races on the open wheel circuit. Beginning in March, Harlin and camera crews covered the CART series in Miami, Florida; Long Beach, California; Rio de Janiero, Brazil and Montegi, Japan.

"By shooting at races around the world we captured the excitement and energy generated by hundreds of thousands of people and lots of terrific action," Harlin enthuses.

The filmmakers also used their time in the pits to continue working with the real life owners and drivers to capture the sport as accurately as possible. "I was immediately impressed with Sly and Renny," says team owner John Della Penna. "As the writer, Sly wanted to check every detail. He wanted to monitor the radio conversation to accurately emulate the language we use while the driver is out there racing. He wanted to understand the strategy we use in the pit lane. He wanted to see what the driver sees on the track. He wanted to make it real. This film will be amazing in terms of how close it gets to the sport, from the racing sequences to the relationships between the people in the story. "

In order to accurately convey the details of the sport, Harlin's completed version of the film marries live footage shot on the racing circuit with the film's scripted action. "What we filmed at these races doesn't necessarily match the action we have scripted," Harlin explains. "So we take the live footage we shot at the races and on the tracks and add in computer generated cars to match what our actors and their cars need to do. By shooting at the races, we get the energy of hundreds of thousands of enthusiastic fans, but we also get the story points by blending it with CGI cars and our own actors on the track. "

Prior to each race day, Harlin meticulously storyboarded his race sequences, first on paper, then in a computer. These comprehensive storyboards were then broken down into individual shots and divided among dozens of camera units deployed to pre-determined locations around the track. Harlin and his team also set up tiny toy cars on a desktop track to map out the complex fictional driving sequences that would later be interwoven with real live racing footage. Before hitting the track (where every minute of precious time counts), the director, actors, drivers, stunt men, cameramen and crew had already rehearsed their version of the race dozens of times.

"Filming at these races means adhering to a minute-by-minute schedule," says Harlin. "We had to be organized and ready when our windows of opportunity opened up. We had to steal time here and there as the race went on around us. Once I had my cameras set and my actors in place, I zeroed in on the shots and the outside world disappeared. "

On each race day, the cast and crew assembled well before dawn to talk safety and plan the day's work with military-like precision. The filmmakers were allotted time before and after the daily racing events and qualifying rounds to film the cast and production cars on the track. During the rest of the racing day, the crew shot in the paddocks, trailers, grand stands, in-field, press booth and timing stands.

"We had tremendous cooperation from the racing officials and teams," Stallone says. "We initially considered filming at F-1 Formula One races, but we could never have gotten the type access we got with CART. We were able to get right in there with the real thing. In the world of open wheel racing, CART has a greater variety of tracks and much higher speeds. They race on ovals, super speedways, street courses and permanent road courses, reaching speeds in excess of 240 miles per hour on the straightaways. "

"We built a great relationship of trust with these people and we worked together to get extraordinary access," says Harlin. "We're talking about a giant event with billions of dollars of equipment and we are in the middle of it, doing our scenes. And these races work like clockwork. When the race starts, it starts - and you gotta get out of the way. "

In addition to the obvious dangers involved with the sport of racing, as well as crowd control and sheer logistics, the filmmakers where challenged by safety and communication issues. As dozens of camera crews were dispatched to various vantage points around the track, safety was the paramount concern. Cameras were required to be "locked down" in hazardous zones. And absolutely no one made a move on the track without proper clearance from racing authority. In case of a crash or collision, cast and crew were instructed to duck, not run, since no one can outrun flying debris from speeding race car - indeed, one risks greater injury by doing so.

Given the deafening sound of a slew of 900 horsepower engines in full throttle and the logistics of cast and crew flung far and wide through crowds of tens of thousands of people, the "Driven" crew used walkie talkies with headsets, like those the pit crews wear, to facilitate communication. The production also dispatched electric golf carts, all-terrain vehicles (ATVs), motorcycles and motor scooters to move personnel and equipment across the miles of grounds and tracks as quickly as possible. Since every second of track time counts, each unit was designed to be self-contained, leaving base camp in the morning with all the extra batteries, film, equipment and water needed to weather several summer hours of race action.

By filming at the races, Harlin was able to include a number of real drivers and team owners in the film, including Jean Alesi, Juan Montoya, Max Papis, Kenny Brack, Adrian Fernandez, Roberto Moreno, Memo Gidley, Chip Ganassi, Mauricio Guggelmin, Michel Jourdain, Tony Kanaan and John Della Penna to name a few.

SETTING THE PACE

On June 15-18, Harlin deployed 10 cameras and a helicopter to cover all 84 laps and 197 miles of the action on The Raceway at the Tenneco Automotive Grand Prix of Detroit on Michigan's Belle Isle. What began in the 1980s as a F-1 race through downtown Detroit has evolved into an international CART event at the scenic Belle Isle Park. For co-stars Kip Pardue, Estella Warren and Til Schweiger, this race weekend served as a trial-by-fire as they joined Stallone in the pit lane for their first scenes of the film.

"I had read with Sly for the part, and there was this waiting period," Pardue recalls. "Then I get this call at three o'clock on a Wednesday afternoon saying 'You got the part, and you've got to get on a plane tonight and go to Detroit to shoot. ' The next thing I know, I'm in a racing suit standing next to the original action hero in the middle of a real race. "

"It was an incredible day," echoes Warren. "For my very first scene, there I was, standing right where the cars come in to pit lane. We filmed in the middle of everything - the fans, the crews, the cars. There was so much going on around us and we only had a few minutes to do the scene, so I had just to stay focused and go when Renny called action. "

The Detroit shoot established the pattern by which the filmmakers would approach coverage of all the races to shoot both the live race as well as scripted action.

For example, at the conclusion of the race as the winners took to the podium to celebrate their victories, the cast and crew of "Driven" were waiting in the wings. When the real winners descended from the platform, the "Driven" camera crew jumped in as the actors climbed the podium and staged their own scripted victory celebration.

The Detroit race "also created a whole dynamic that got the momentum of our film going," Fiore recalls. "Filming at the Detroit Grand Prix set up a terrific, crazy high energy that carried over into the rest of the filming and didn't stop until the end of production. "

For Harlin and Fiore, the race's colorful pageantry and gleaming cars set a visual tone for the film as well. "The colors in racing are very saturated," said Fiore. "There's a hyper realism to it and we wanted as much shine and gloss as possible. We never worked to cut reflection at all. We wanted the hyper real colors and the play of light on the shiny car surfaces. The whole approach to the film was based on color saturation, and movement of streaks of color, even over-saturation. "

AND THEY'RE OFF!

Principal photography began on July 6, 2000 (coincidentally, Stallone's birthday). At the Toronto Molson Indy July 13-16, thousands of fans watched as Harlin, the cast and a full crew of more than 250 members covered the downtown street circuit with 13 cameras, including aerial footage shot from Harlin's ever-present helicopter. The 1. 72-mile circuit runs through Toronto's Exhibition Place as well as several city streets, including Lake Shore Boulevard, Ontario Drive, Manitoba and Nova Scotia Avenues. The largest of all the races covered, the annual Toronto event attracted approximately 100,000 fans and a television audience of more than 100 million.

Like many of her castmates, the spectacular Molson Indy was the first race Gina Gershon ever attended. "Sly took me around, and we went into the pits, where we were standing right next to the cars," Gershon recalls. " I had my video camera and was filming, thinking how awesome the whole scene was when this car almost started to spin out and I see it coming right at us and at that moment, Sly says, 'Maybe we should move. ' It was scary, but it was fun. "

"Filming at the races was insane," says Stacy Edwards, who took a crash course in reporters and the racing circuit to prepare for her role as journalist Luc Jones. "In the middle of all this madness, Renny was like a kid in a candy store, excited to be there, but incredibly focused and calm. I was just along for the ride. "

As part of her research, Edwards shadowed ESPN's Michelle Garforth, who reports for the network's series "Inside CART," as she covered the Toronto Molson Indy. "It's a fascinating world," Edwards marvels. "But I don't know how these men and women who love them endure it, knowing that every time a driver gets behind the wheel, he's risking his life. "

When "Driven" commandeered a paddock at the Molson Indy for an extensive dialogue scene between Stallone and Reynolds, cast and crew were overrun by hundreds of fans, crowding into the area to watch the two popular actors work. As word of the filming spread, the area became so congested that filmmakers quickly finished the scene and moved on, since they could not move the actors through the crowd. However, when filmmakers moved, the crowds followed - and continued to do so at every race thereafter. So, when filmmakers staged this and the remaining scenes, they asked many of the onlookers to be extras in the film, once again blending the day's live events with the film's scripted action.

Later in July, the production descended upon the Target Grand Prix of Chicago, where Harlin used a helicopter, 12 go-carted camera crews and a full cast for scene coverage to later edit into two of the film's race sequences that take place in Chicago and Japan.

Once again, Stallone and Reynolds attracted hundreds of onlookers. As the actors waited to perform a scene on the grid the start/finish area, they chatted with and signed autographs for fans. When Harlin and crew were cleared to get on the track with less than a 10-minute window to shoot before the actual race was due to start, Stallone and Reynolds began delivering dialogue while Harlin and crew followed with the steadicam, moving down the grid and through the pits. Throughout the scene, Stallone and Reynolds nodded and shook hands with stunned onlookers, staying in character and finishing their work seconds before the real race cars came roaring through the pit

Weather added another challenge to Chicago's shoot. Since Indy/CART cars do not race on wet ovals, the intermittent rain cost Harlin precious track time, and delayed the actual race itself. "It was guerrilla filmmaking on a vast scale," says Harlin of the Chicago race experience. "We were guests at a very big, very dangerous event and we had to work within that structure and schedule. There are 100,000 to 200,000 people in the audience, 27 race cars in the pits, maybe 3,000 people in pit lane, including mechanics, drivers, team owners, sponsors, guests. There's hundreds of photographers, video crews, live TV cameras. It was very stressful, but we prepared and practiced for it and were ready for anything. We had to stay focused, jump in there in the middle of it and get the work done. And we did. "

The "Driven" cast also participated in several of the Chicago race weekend's events. Harlin and Warren took up the "Celebrity Challenge," driving in the celebrity race. Stallone, Pardue, Schweiger and Warren participated in the pre-race parade, driving alongside the real drivers. Stallone also served as the event's Co-Grand Marshall, giving him the honor of uttering racing's most renowned phrase: "Gentlemen, start your engines. "

After wrapping work in Chicago, the "Driven" company moved back to Toronto, where the city was used to double sequences meant to take place in Chicago, Japan and Germany. To accomplish this, cinematographer Fiore warmed or cooled the film's color palette, using cool neon and fluorescent light to represent Tokyo, and golden and burnished light to replicate the old world look of Berlin.

While all of the actors who portray drivers in "Driven" pilot real race cars on authentic race tracks, only Stallone and Pardue experienced the rush of dueling it out on Toronto's city streets in prototype race cars while shooting the fastest chase sequence ever filmed.

The high-speed pursuit is also the first time real race cars have been used in an off-track chase sequence. In the film, this groundbreaking sequence takes place in Chicago, but the chase was actually shot over ten nights on Toronto's University Avenue and adjoining streets (and later, in the tunnels of downtown Montreal). For Harlin and his crew, this sequence presented one of the film's biggest production challenges.

"By far, the scope of the lighting made this the most difficult sequence for me," Fiore reports. "We had to light more than two miles of a street at night. We needed the distance, so the emphasis was on scope rather than aesthetics, yet you needed to light these cars moving fast through the are. Night exteriors are generally challenging, but Renny's night shots are always huge, and that added a whole other element to the job. "

To keep pace with the intensity of the chase, Harlin employed a custom-made camera chase car, which he dubbed "the C2. " This 510 cubic-inch, 500-horsepower high performance car looks like the "Road Warrior" meets "Knight Rider. " Built entirely from scratch with NASCAR road race brakes, hubs and suspension components, the C2 sports a handmade frame, a low center of gravity and a remote camera system, which is actually built right into the car. Also built into the car is a three-axis camera mounting system that enables a filmmaker to put a camera virtually anywhere - front, rear, high, low-and pan, tilt or roll 360 degrees. It also allows the camera operator to sit inside the car with his assistant, as well as the director, and still be protected by a five-point harness and roll cage system.

"What makes this camera car different is that it was engineered from the ground up to be a film vehicle," says Allan Padelford, the highly skilled stunt driver who operated Harlin's C2. "Everything was built into the car and the operator is inside the car, not outside on a flatbed as is the setup with a traditional camera truck. This allows you to approach high speeds with everyone safely strapped in, so you can capture more action and not worry about safety. You can cut closer and go faster, which is exactly what Renny wanted to do. "

The milestone action sequence marks one of the film's most important dramatic scenes, in which Jimmy Bly finally reaches his breaking point. "Jimmy has a kind of a moral breakdown," Stallone explains. "He decides he's done everything wrong and he can't face it so he's going to do something to get himself legally thrown off the circuit. This is Jimmy's moment of truth and it's a rebirth of his self-esteem and pride. "

The chase begins at a black tie sponsor party, where two new prototype race cars are prominently featured. "I basically spin the car around and tear off through the prototype party, down the ramp and onto the street," Pardue enthuses.

When Stallone jumps into the second prototype car, the chase is on. As it proceeds, the prototype cars cut in and out of more than two miles of street traffic at speeds in excess of 160-miles-per-hour. At several points the two cars slash past breaks in the concrete meridians, cutting in and out of oncoming traffic. After weaving through the wide downtown thoroughfare and flying through a tunnel, the prototype race cars slide to a side-by-side stop in the middle of a busy intersection. Harlin and his talented crew and stunt team rose to the challenge of synchronizing such precise, complex and dangerous staging.

"There were times when we missed each other by inches," Padelford reveals. "We pushed it farther and faster than ever before, against head-on traffic and across lanes of traffic. You can't do that without trust and teamwork and knowing the limits of what you can and can't do. "

Just as the camera is known for adding ten pounds to an actor's frame, the camera also tends to diminish speed. The wider lenses used to capture the scope and scale of a scene tend to flatten and slow down fast-moving action, so once again, Harlin's use of multiple cameras and angles made the crucial difference between shooting high speed action and accurately simulating the intensity of high-speed racing.

"In that chase scene, I was rushing through a tunnel at about 160 miles per hour and I wasn't wearing a helmet and I realized my ears were touching in the back of my head," Stallone recalls. "The g-forces were unbelievable. And that's not even talking about the freezing cold and my inability to see anything without a visor. "

In addition to the location used to stage the extensive chase sequence, other locations used by the production while in Toronto include the city's historical Old City Hall; Downsview Park; Bay Street at Queen's Park; the Opera House; St. Joseph's Hospital; and, the Guvernment Club.

When the production moved from Toronto to Montreal at the beginning of September 2000, the company shot exclusively at two different race tracks: the PMG Technologies track in Blainville, north of Montreal; and the Formula One track, located near the city's downtown district, when the Grand Prix of Montreal runs each year. The F-1 track, known as the Gilles Villenueve circuit, is named in honor the legendary driver whose son, Jacques, also an F-1 champion, makes a cameo appearance in the film.

Unlike the limited track time Harlin and his crew were delegated during before and after real races, the filmmakers had both Montreal tracks at their full-time disposal. At the PMG track, Harlin staged a race that, as scripted, takes place in Germany in a blinding rain. Naturally, Harlin and company created a rain sequence that gives the audience an unprecedented driver's point of view - in blinding rain - while crashing at over 200 miles-per-hour.

"This is where it gets artistic," says Harlin. "We are enhancing the water sequences we shot on the track with computer imaging to show what the drivers describe as blasting through a water color painting, a blur of color and water. Since the driver cannot see much, he relies on his crew and that's where the tension mounts and danger increases. The same is true for our movie. "

Shooting the complicated rain/crash sequence presented many challenges for the filmmakers, from visibility and safety issues to keeping the equipment and electronics dry under a relentless deluge of water from the "rain spinners" and Montreal's plentiful seasonal rainfall. Despite zero visibility and cars chronically hydroplaning at speeds in excess of 120-miles-per-hour, not one mishap occurred during nearly nine days of filming.

After wrapping the soggy sequence, the company moved to Montreal's world class Formula One track to film a variety of close-ups and driving work. These shots would later be cut into the film's various scripted and live racing sequences.

To facilitate all the shots Harlin envisioned, the "Driven" production maintained its own fleet of sixteen race cars, including a two-seater race car the director employed to create the illusion that the actors were driving the cars at 150 miles-per-hour-plus. Some models were constructed of carbon fiber, allowing for easy drilling for camera mounts and other equipment. In addition to attaching cameras directly to the cars, Harlin also used a custom-made camera chase car, cranes, tows as well as POV mounts to cover the action.

CART Driving 101 also provided 13 authentic Champ Cars for the film and training for the lead actors and stunt drivers. The "hero cars" driven by the actors in the film were sponsored by Nextel, Target, Motorola, Mercedes and Della Penna Motor Sports. These cars sported a modified engine to reduce noise and power and allow for easier handling.

Gina Gershon not only drove one of the film's hero cars, but unlike most novices, she did not stall the first time she took off. "I've had bad experiences in cars, so every time I get into a car, I think I could die," she says, laughing. "Sly coached me, but it's pretty scary just the same. People think 'Oh, you just get in the car and drive, but a driver uses every muscle in their body. There's so much technical skill involved. It's a discipline. You're making split decisions, and you have to get in the zone to perform well. "

For Stallone and co-stars Pardue, de la Fuente and Schweiger, portraying race car drivers meant learning how to control some 600-horsepower built for speed. "It's terrifying," Stallone reports. "First of all, you're almost laying down, with your head just popping over the steering wheel. The sides of the car limit your peripheral vision. Secondly, there's this unbelievable sound and you're sitting on top of this enormous horsepower, which believe me, you can feel, and there's this other loud sound, which you realize are your knees knocking together. " He laughs. "Third, as your speed increases, something primal rises up from inside and there's this adrenaline rush and you start to realize what it takes to push out there like those drivers do and look over the edge. It's an incredible, addictive, terrifying feeling. "

Schweiger agrees that the entire driving experience is intensified by the nearly prone position of the driver. "We don't have speed limits in Germany," says the native. "But going 120 in a Mercedes feels slow compared to the feeling in a race car, where you're practically laying on the ground. It feels so much faster. And it's rough, very physical. And at 120, you only get a slight idea of what those guys do when they're racing at 180 or 240 miles per hour. "

"Driving these cars is a very difficult thing to do," Pardue agrees. "The first time I got behind the wheel I was very scared, and my heart was pounding. But by the second or third lap, I started to get in touch with my breathing and the loud noise started to disappear and I began to concentrate, get focused. You slowly get in touch with the car's power and it's an incredible feeling. You want to go faster and faster and it's completely addictive. "

For de la Fuente, shooting "Driven" soothed his need for speed. "I've always loved the feeling and taste of adrenaline," he confesses. "I was a firefighter for five years and then I learned to fly fighter jets. I've been a pilot for almost six years with the Chilean Air Force. It's the same principal as racing - you have to be aware of what's out there and take all the safety precautions. That way, danger is always next to you, but not with you. "

Like de la Fuente, Harlin prefers life in the fast lane. "Let's put it this way, when I'm driving, they put a driver in another race car in front of me and tell me that I cannot pass him," Harlin says. "It's their way of keeping me from going too fast. "

The cast found Harlin's enthusiasm addictive. "Renny is so passionate about race-car driving and his passion carried over onto the entire set," says Pardue. "There are ten cameras going and things on fire and race cars flying by and you look at Renny and he's having the time of his life, relaxed, focused, having fun. "

"Renny and Sly created a great atmosphere," Schweiger reports. "They're a great team, both open and creative, and very passionate. They encourage a dialogue and it makes everyone feel part of the process. I loved working with them both. "

"Working with Sly and Renny is an unbelievable experience," says de la Fuente. "Sly's always open to fine-tuning the dialogue and helping you as an actor. He says 'If you're having trouble or stumbling over a line, let's change it. ' How many writers do you know that are that flexible and generous? And unlike most directors, Renny is always explaining what he's doing, what the audience will see, how the camera's going to move, what he wants you to do, what he wants the car to do. His enthusiasm and communication takes everything to another level. "

Stallone concurs. "Renny takes one sentence from the script and makes it into a whole scene. I'll write something like 'a fire breaks out in the pit lane,' and he devises an entire scenario around it. That's the type of vision and direction that makes the story all it can be. "

Harlin's comprehensive planning during pre-production and production resulted in another first for the groundbreaking film: custom photography for the "Driven" DVD. Harlin intends to create what he deems "an interactive experience" for the audience using footage shot specifically for the DVD edition of the film. In addition to getting the coverage necessary to construct his film scenes, Harlin shot from dozens of angles during real races to offer the viewer the ability to design any number of DVD by-the-seat-of-your-pants thrill rides. For example, on the DVD, the audience will call the shots, selecting from a mesmerizing multitude of camera angles the view from which they want to watch a particular race: bird's eye, grandstand, pit lane, driver's seat, etc.

For many of the cast members, "Driven" provided a once-in-a-lifetime opportunity to perform alongside an actor they long admired. "Working with Sylvester Stallone is like a dream come true," de la Fuente enthuses. "As an actor, he's full of surprises. He never does one thing the same way. Each take is different. Working with an actor that surprises you the way Sly does is really refreshing. "

Schweiger, who claims he has seen "Rocky" approximately 50 times, shares de la Fuente's enthusiasm for working with one of the most legendary actors in Hollywood. "I think Sly is an amazing character actor," said Schweiger. "When people call him an action star, I ask them if they've really watched him work. He's not given the credit he deserves as an actor. "

Pardue's behind-the-scenes experience working with Stallone mirrors their characters' onscreen dynamic. "I just watch him and learn," Pardue says. "The way he carries himself, the way he talks to people and really listens. I learned so much every time I walked on to the set. "

Edwards' behind the scenes experience paralleled her character's onscreen arc as well. "Not only was I learning about racing," Edwards explains, "I was continually surprised by Sly. He works harder than anyone I've ever seen. That's inspiring. "

"There's a gentleness to Sly," Gershon describes. "He's very vulnerable yet determined. He often plays the underdog, but with this character he brings a certain maturity and a different dimension that I don't think people have seen before. I think in this film he's really playing himself, which is always a brave thing for an actor to do. "

"Sly's so good in this movie," said Harlin. "His character is a failure, he's not a champion. But during the course of the story, he does come to terms with his demons and finds some meaning in his life. And that is the heart and soul of what this film is about. "

In October, eight months after the "Driven" crew filmed their first race, production wrapped in Montreal and Harlin and a camera crew hopped a plane for one more event in Surfers Paradise, Australia. The 2. 8 mile circuit has an endless string of F-1 curbing, which makes it one of the most difficult and surprising of all the series tracks.

As Harlin rose at dawn to film his final race Down Under amid over 270,000 spectators crowding rooftops and balcomies along the seaside course, the "Driven" crew gathered at Montreal's Planet Hollywood to celebrate 70 days of shooting and over 3,000 camera set-ups. "This is one film production I never wanted to see end," Harlin says. "I know Sly felt the same way. We had an absolutely wonderful time making it. If we can communicate just some of that passion to the audience, we'll have succeeded. "