 Spacey was Mendes ' first choice for the role of Lester , though DreamWorks had urged the director to consider better @-@ known actors ; similarly , the studio suggested several actors for the role of Carolyn until Mendes offered the part to Bening without DreamWorks ' knowledge . Principal photography took place between December 1998 and February 1999 on soundstages at the Warner Bros. backlot in Burbank , California , and on location in Los Angeles . Mendes ' dominant style was deliberate and composed ; he made extensive use of static shots and slow pans and zooms to generate tension . Cinematographer Conrad Hall complemented Mendes ' style with peaceful shot compositions to contrast with the turbulent on @-@ screen events . During editing , Mendes made several changes that gave the film a less cynical tone than the script . 
 Spacey was Mendes <a href='null_genetive' title='1'><mark>'</mark></a>first choice for the role of Lester , though DreamWorks <a href='been_done' title='2'><mark>had</mark></a> urged the director to consider better @-@ known actors ; similarly , the studio suggested several actors for the role of Carolyn until Mendes offered the part to Bening without DreamWorks <a href='null_genetive' title='3'><mark>'</mark></a>knowledge . Principal photography took place between December 1998 and February 1999 on soundstages at the Warner Bros. backlot in Burbank , California , and on location in Los Angeles . Mendes <a href='null_genetive' title='4'><mark>'</mark></a>dominant style was deliberate and composed ; he made extensive use of static shots and slow pans and zooms to generate tension . Cinematographer Conrad Hall complemented Mendes <a href='null_genetive' title='5'><mark>'</mark></a>style with peaceful shot compositions to contrast with the turbulent on @-@ screen events . During editing , Mendes made several changes <a href='null_relcl' title='6'><mark>that</mark></a>gave the film a less cynical tone than the script . 
Spacey was Mendes  first choice for the role of Lester , though DreamWorks done urged da director to consider better @-@ known actors ; similarly , the studio suggested several actors fa tdarole of Carolyn until Mendes offered thdaart to Bening w/o DreamWorks  knowledge . Principal photography took place between December 1998 and February 1999 on soundstages at thedarner Bros. backlot in Burbank , California , and on location in Los Angeles . Mendes  dominant style was deliberate and composed ; he made extensive use of static shots and slow pans and zooms to generate tension . Cinematographer Conrad Hall complemented Mendes  style with peaceful shot compositions to contrast wid the turbulent on @-@ screen events . During editing , Mendes made several changes gave the film a less cynical tone den the script .