Spacey was Mendes' first choice for the role of Lester, though DreamWorks urged him to consider better-known actors. Similarly, the studio suggested several actresses for the role of Carolyn until Mendes offered the part to Bening without the studio's knowledge. Filming took place between December 1998 and February 1999 on sound stages at the Warner Bros. backlot in Burbank, California and on location in Los Angeles. Mendes' dominant directorial style was deliberate and composed; he made extensive use of static shots and slow pans and zooms to generate tension. Cinematographer Conrad L. Hall complemented Mendes' style with peaceful shot compositions to contrast with the turbulent on-screen events. During editing, Mendes made several changes that softened the cynical tone of Ball's script.