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"Sphere" presented a number of huge challenges to the filmmakers, beginning with the most basic of all...where to shoot the film? Most of the story either takes place inside the undersea Habitat or in the murky depths of the ocean itself. The company could have filmed in the open sea, but past experiences suffered by other filmmaking companies convinced Levinson and his colleagues that controlled circumstances in studio tanks were much preferable.

"There wasn't any room left at Warner Bros. in Burbank," recalls executive producer Peter Giuliano. "And since a number of military bases had recently been closed in the San Francisco Bay Area, we thought we'd take a look at a few of them."

"When we began scouting locations," adds producer Andrew Wald, "we knew that the only places where they had interior tanks large enough for what we needed were in either London or Malta, neither of which was convenient for our purposes. So we looked at the various Bay Area bases, including the Presidio, Treasure Island and Alameda in Oakland. The Presidio had been converted into a national park; Treasure Island was occupied by the TV show `Nash Bridges'; and Alameda had active helicopter work going on, which would have interfered with production."

"Then we were shown Mare Island," continues Giuliano, "which is sort of a filmmaker's paradise. There's great space to build things in. There's a good labor pool, huge hangars which could be converted into soundstages, and fantastic cooperation from the City of Vallejo."

Mare Island Naval Shipyard, 142 years old, had only been closed down a year before principal photography of "Sphere" started. But once the decision was made to film "Sphere" there, activity thundered back into the Island. Although parts of at least three movies had filmed on Mare Island, "Sphere" would represent the first feature to shoot there in its entirety.

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