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 .