To bring The League of Extraordinary Gentlemen reel life demanded 58 different sets, not including the numerous miniature-scale sets built in Los Angeles, and the several hundred visual effects and green-screen shots that created new environments, or expanded the size and scope of existing physical sets.

Among the largest and most significant environments created by production designer Carol Spier are the famed Nautilus submarine - Captain Nemo's hyper technologically advanced underwater palace - and an enormous cityscape exterior of facades and rooftops of Venice, London and Paris. More than 200 construction workers were dedicated to this set alone.

The Nautilus interior was built in a converted former shipyard warehouse on the banks of the Vltava River. The massive set contained the submarine's bridge, opulent stateroom, captain's quarters, guest rooms, ice room, corridors, and rocket room. Painted a sleek alabaster white, and gleaming from the stunning Hindu appointments and relics, the Nautilus appears every bit as wondrous as the underwater hotel described by Jules Verne in his Nemo stories.

Says Carol Spier, "The Nautilus is Nemo's world, and we wanted to introduce Hindu elements to establish a certain symbolism and spirituality to his enigmatic character. Nemo is a highly principled man, reflected in the vessel's orderly, harmonic appearance."

Naseeruddin Shah says of his character's famed submarine, "It's like the Taj Mahal underwater, beautifully white and mysterious, self-sufficient, and opulent beyond words. Throughout the ship are elaborate carvings and beautiful appointments, and Nemo is very proud of both its beauty and power. It is itself a character in the film."

Ironically, the submarine set suffered the greatest damage during the catastrophic floods that struck Prague in early August. Water levels reached more than 20 feet high in the warehouse that held the set, destroying virtually everything inside. Garnering headlines across the world, and prompting Sean Connery to make a televised plea for assistance on behalf of the beleaguered city, the flood was the worst to strike Prague in more than 130 years, and was estimated to be its second or third worst flood in 1,000 years. Dozens of cast members and crew had to be relocated, most in the middle of the night when the water began its unexpected rise.

"Our Nautilus set was in one of the worst hit areas of Prague," explains co-producer Michael Nelson. "The building that housed it also served as our central production facility. We had our special effects shop there, our props, wardrobe…all essentially lost."

Fortuitously, the company already was scheduled to shoot for a week in Malta in mid-August, allowing filming to continue in a dry, hot climate; meanwhile, conditions in the Czech Republic slowly returned to normal.

The production arrived on Malta's neighbouring island of Gozo on August 18th. A massive exterior set of the Nautilus conning tower had been constructed on a stunning cliff top location in the small town of Xlendi. This private, remote location was accessible only by a winding gravel road built by the production, which only smaller vehicles could negotiate.

The tower was built on a rotating base at the edge of a cliff, affording panoramic views of the water and sky, and giving the actors the appearance of being at sea. The Gozo Maritime Authority asked sailors to keep the horizon clear, while a patrol boat ensured that no vessels sailed into the picture. Scenes filmed here include a poignant moment between Quatermain and Sawyer, as the two men shoot targets over the water and let down a bit of their emotional guard.

After four days of shooting in Gozo, the production took a two-week hiatus while Prague sets were rebuilt, and lost or damaged equipment replaced. The internationally based cast and crew retreated to their homes across the globe, reconvening on September 8th to film the exterior portion of the Britannia Club sequence, shot an hour outside Prague in a small village. The numerous goats, pigs, mules and assorted livestock lent a similar realism to this outdoor Nairobi environment as was present on the opening day interior scenes. Here, Quatermain is approached by Sanderson Reed, an emissary of M's, whose appeal for help is cemented by a violent incident that convinces Quatermain that the situation is every bit as urgent as Reed intones.

Having offered his full commitment to the League, Quatermain meets M and three of his fellow League recruits in a secret chamber deep in the depths of London's Albion Museum. In a tense, uncertain encounter, he, the taciturn Captain Nemo, the alluring Mina Harker and the caustic Rodney Skinner take measure of each other - and the mission. This scene was shot in four days in the gorgeous Strahov Library, a 900-year-old structure located on monastery grounds at the historic Prague Castle.

As invisible man Rodney Skinner, Tony Curran acts in this sequence with blue makeup covering his face and body, which allows the image to be removed in post production, leaving only his trench coat, sunglasses and hat visible on screen. "Think of a flasher," cracks costume designer Jacqueline West. In addition to enduring regular body shaves for the role, Curran spent nearly two hours having the makeup applied by FX makeup artist Dave Synder. Says Curran, "Because I don't have any eyebrows or visible forehead, which are important visual elements of communication, I have to accentuate my physical expressions and voice inflection. It's a very theatrical sort of role, which is enormously fun to play."

With four of the League recruits in place, the story and the production shifted to a foggy, mysterious dockside manor in London's Tiger Bay, home to the enigmatic Dorian Gray. This set is one of three cityscape facades-London, Paris, Venice-built on an aforementioned mammoth exterior site at Prague's CKD, a former heavy machinery factory. Tucked away in a corner of this massive set, the shadowy waterfront warehouse provided the perfect backdrop for a shot of the Nautilus' conning tower rising slowly out of the mist, juxtaposing Nemo's fantastical futuristic imagery with Dorian's old, decaying environs. (Filmed images of this set were composited in postproduction with matte paintings of Tiger Bay.)

The sequence continues inside Gray's dusky library, where the League is accosted by an invading Fantom and his henchmen - and aided by the unexpected appearance of Sawyer. It's one of the most action-packed scenes in the movie, entailing a fierce gun battle and dizzying martial arts fighting. Filmed over a two-week period in an old warehouse in Lazne Tousen outside Prague, the sequence involved numerous stuntmen, squib explosions, wire riggings and free falls. The library, housing thousands of books and dusty antiquities, is shredded under a hail of gunfire and explosions.

Fortunate to withstand the Fantom's assault, and with six of their seven proposed members in tow, the League goes hunting for the remaining elusive recruit - a man/animal who has been terrorising the streets of Paris and presents the most challenging prey of Quatermain's career: the oversized alter ego of Dr. Jekyll, a hulking beast known as Mr. Hyde.

Realising the character of Hyde on screen was a hugely complex process, involving numerous departments. Using forced-perspective sets and camera angles, CGI effects, models, cut-outs and even midget actors, the appearance of a nine-foot-tall Hyde was created from a less than six-foot-tall actor in a prosthetic Hyde suit. Designed by Steve Johnson's Edge FX, the Hyde suit worn by Jason Flemyng weighed 45 pounds and featured enormous spring-loaded puppetry arms controlled by levers inside the prosthetic. More than 12 weeks build time, 30 technicians, eight foam-sculpted parts and 5,900 components were required to make the articulating wrists and fingers. Two other suits, with lesser detail, were used by stuntmen for wider angle shots.

"The musculature and anatomical detail needed for the Hyde prosthetic arms was exact and demanding," says Steve Johnson. "There is no fur on the arms to hide any deficiencies or lack of detail, so it took a lot of research and experimentation to get the right look."

A full seven hours were required to apply the facial makeup and prosthetics to Flemyng, who played video games to help pass the time. Each hair on the headpiece he wore was individually hand punched. These headpieces could be used only once, at a cost of about $5,000. Because of their weight, the prosthetic arms were placed upon him just moments before each take, as the rigors of moving about in the costume were demanding. For Flemyng, widely regarded as one of the most underrated and well-liked actors in the business, the process was exhausting and exhilarating at the same time.

"When you look in the mirror and see someone who isn't anything like you it's a very exciting experience," he says. "Once I put on the suit, the job's half done. I just have to make sure I walk in the right direction and growl."

The actual filming of Hyde was, of course, far more complex. Essentially, Stephen Norrington and director of photography Dan Laustsen shot Hyde sequences in two separate pieces: an 'A' side for shots when Hyde is not seen on camera, and a 'B' side when he is. The A footage was shot first, and with that, Janek Sirrs and his VFX team then created shot plans, and motion control & tracking moves for the more complicated B side of the shots.

Much of this B footage was filmed with an enormous IMAX format camera as part of a complex, cutting edge technique to make the image of Hyde appear much larger.

Along with a special IMAX camera team, a group of 10 SFX makeup technicians came to Prague to work full-time with the Hyde suits, which included a range of prosthetics depicting progressive stages of hypertrophic deformity. All were utilised in a stunning scaled composite morphing shot that takes place aboard the Nautilus depicting the excruciating transmogrification of Jekyll into Hyde. Like Flemyng, actors Stuart Townsend and Richard Roxburgh required extensive SFX makeup applications for certain scenes.

One of the film's most elaborate and colourful scenes is set against the famed Carnival masquerade street party in Venice. More than 500 extras clad in elaborate period costumes are joined by firebreathers, jugglers, giant stiltwalkers, and other assorted flamboyant revellers. The festive night-time sequence was staged and filmed over two nights, including second unit coverage.

The Carnival sequence was shot on the exterior Venice set at CKD, by far the largest and most imposing set in the film. The area was roughly the size of four football fields and was comprised of 80 facades, hundreds of shopfronts, and three water-filled canals. When the city is rocked by a series of devastating explosions, some of the sets crumble, collapse or split apart. Two dozen SFX technicians were habitually stationed on the rooftops to throw debris and large fake stones below during takes.

"The sets are fantastic and the scale of this film is epic," admires Sean Connery. "The construction and design are as good as anything I've encountered in all my years."

When the League arrives in Venice aboard the Nautilus, they disembark the ship accompanied by Nemo's sailors, guards and a cadre of well equipped deep-sea divers. But the most impressive spectacle to emerge from the Nautilus is a breathtaking vehicle that whisks the League at daringly high speeds through the streets of Venice. Gleaming white and adorned with bold silver appointments, this spectacularly ostentatious car is declared "the future" by Captain Nemo; the "Nemobile" by crewmembers on set.

The twin-steering, front alignment chassis was built in London by Retromotoring, and was powered by a Range Rover LSE 4.2 V8 engine, with independent suspension, hydraulic supports to raise and lower the car, and dual front wheels. The fiberglass body was made in Prague and retrofitted to the car's engineering. The 23 x 9 foot vehicle, which reached speeds up to 59 mph, was a beauty to behold - and a bear to drive. Eddie Perez, doubling for Shane West, did much of the driving for frenetic stunt sequences that roar through narrow towpaths, colonnades and a 12-foot-wide footbridge.

"The car is amazing," says West. "It makes the Batmobile look silly. I get to do some driving myself, and it was like nothing else I've been in. It's possessed."

The large size and scope of the film's sets are contrasted by the miniature work of New Deal Studio in Los Angeles. The firm created a remarkable set comprising 30 Venice buildings at one-fifth scale. The largest of these model buildings is 18 feet tall, weighing more than 1,000 pounds. The set was built six feet above ground atop hydraulic lifts, which were lowered to simulate the effect of the buildings sinking into their foundations.

The Venice "miniature" set is replete with windowsills holding pots and plants, balconies, gondolas, bridges, gutters, tables, chairs, lamps - even clothing hanging in windows. This all served to establish a critical sense of scale to the set.

Alongside the Venice models, the New Deal Studio team constructed a one-foot-deep, 170-foot-long canal holding 42 tons of water. The canal was used as a scenic backdrop and for specific stunt sequences in which the 'Nemobile' races down a towpath as buildings collapse behind it in a domino effect. Two miniature versions of the car were built for this sequence: One is a full steering, radio-controlled, free-motion vehicle with working headlights and taillights. The other is a cable-pulled car travelling up to 38 feet-per-second, used for high-speed driving shots though the crumbling Venice miniature set. Puppets of the actors inside the car are animated with radio control transmitters.

Achieving such complex miniature sequences involved increasingly demanding and resourceful methods. Filming models requires compensatory increases in the frame speed and in the physical movements in front of the camera, in order to create the illusion of mass. Achieving the necessary speed of movement was challenging with some of the larger models. In addition, the miniature effects team had to synchronise the various miniature model and prop movements to within specific moments in a scene.