By ABBIE BERNSTEIN

The complex that houses the B5 soundstages, production offices and editing bays is unmarked and unremarkable from the outside; driving past it, one wouldn't think twice about what might be inside.

"The building used to be a warehouse where they built spa pumps," explains production sound mixer Dan Matthews.

The building next door, formerly used by a soft-drink company for beverage-making, is now the show's carpentry shop. The challenge from a production standpoint, Matthews says, is that the building wasn't constructed as a soundstage. The ceilings are low, with no room for catwalks, where technicians would normally move about, changing lights with ease; instead, there's a lot of ladder-work involved. The floors have been rebuilt and raised three inches for the production company, which makes it easier for the grips to move the sets and equipment around. However, the wooden flooring creaks, which tends to interfere with the audio tracks. The solution to this problem is simple according to Matthews.

"We have the screw-gun brigade between takes," he reveals noting that during the course of the afternoon, crew members continually subdue the rowdy, squeaky flooring with their drills.

Again, it's unusual for a production to have all its departments in the same building as the soundstage where filming takes place. It's certainly a time- saver and Tallman agrees.

"I think it makes things smoother," observes Tallman. "Joe and [producer] John [Copeland] are basically on our side. That sounds funny, but working [at a studio], you get the suits from the offices coming on the set and it's not necessarily a nice thing — it can be nerve-wracking. When Joe and John come on the set, it's either, a) to visit and see how things are going, or, b) it's because we've asked them a question and we need them to come over and answer it. So it's great we have them right there. I think they'll come in at the end of the day, if things are going wrong and we're not getting the day [falling behind schedule] and then you go—'Oh, boy, it must be 7:00, because here comes Copeland.' But it's not like having the suits come over at all."

Lyta (Patricia Tallman) negotiates aiding security chief Garibaldi (Jerry Doyle) on Babylon 5.

A visitor to the set checks in with production associate Jeffrey Willerth and then, heading for the set, passes the B5 green room — which, in this case, is actually a green corridor. Coffee, cookies, bagels, etc. are laid out along one wall. The other is festooned with Polaroid photos of cast and crew partying. Index cards and flyers are also put up by folks hoping to sell trucks or rent houses, lots of copies of magazine and newspaper articles on B5 and two hilarious guides to the series and its characters, written in the rhyming style of Dr. Seuss. The articles speak to company pride, but the display of punning parody is evidence of pure affection for the show's content by the people who make it.

All the non-set walls in the maze of corridors surrounding the sets are painted in bright colors, vivid greens and blues and maroons. A revolving red light above the sunlight-yellow door to the soundstage indicates that shooting is in progress and it's not safe to enter or indeed wise to move, lest a careless footfall causes a sound that will be picked up by the microphones.

Willerth and Carlos M. Torres therefore converse in the softest of whispers, discussing the impending delivery of new lighting equipment. Torres has been the show's gaffer for the past two seasons. He's in charge of the lighting equipment, with a curly-wired radio earpiece (for ease of discussion with other key crew members) dangling from one ear and a toolbelt around his shorts. Asked whether TNT's involvement has changed things on B5, Torres replies, "Not in a physical sense, but it's been a great morale booster."

A klaxon sounds, indicating that it's safe to enter, talk and move once more. The episode being shot today (Jan. 14, 1998) will be sixteenth in order of airing, though not necessarily filming (it's reported that the final episode of the series is already in the can). Titled "Darkness Ascending," the segment in production is written by (who else?) Straczynski and directed by Janet Greek, who has helmed roughly a dozen B5s so far, including the 1996 Hugo Award-winning "The Coming of Shadows."

Greek, a brisk figure in a baseball cap constantly confers with technicians and actors when the camera isn't rolling. Her manner is cheerful; her voice doesn't carry, but — bearing out what everyone's had to say — the mood is definitely upbeat all round.

Greek stands near the camera, talking to director of photography John C. Flinn III on the zocalo (i.e., marketplace) set, a combination shopping center and food court where various denizens of the space station congregate in their off-hours to relax or to hatch schemes. The set looks bigger on screen but it's still impressively large in reality, with two interconnected areas. The northern end of the zocalo is nearer to the production offices; the southern end is where the current action is taking place.

Political intrigue between the reptilian Narn and the scheming Centauri continues to be a strong plot device on Babylon 5.

The scene being filmed calls for Jurasik's unhappy Londo to confer with Furst's placating Vir. The two are seated at a table while people of numerous species flow around and past them. Between takes a make-up woman touches up Jurasik's nose, while a woman costumed and made up as a Minbari looks on in bemusement, hands on her hips.

It's obvious now if it wasn't before that the jostling, overcrowded feel of the space station isn't some trick done with mirrors. There are at least two dozen extras costumed as Narn, Centauri, Minbari and a variety of other species, along with a good number of fortunate souls who are spared make-up and allowed to wear their own faces as humans.

Most of the "background" (as they are called) receive specific direction from assistant director Pam Eilerson. Thus, a table full of Narns and humans has a stream of visitors stopping by to chat in the background as the main action between Londo and Vir unfolds. As Londo mournfully utters the line, "No one trusts anyone here," a human security guard hauls a struggling Brakiri prisoner past the oblivious Centauri.

It's interesting to hear Jurasik deliver his lines — although the actor would seem to be speaking at normal pitch, his ability to project, combined with the acoustics, allows him to be heard all over the set. The Brakiri turns out to be Michael Todd, a frequent background worker on the show. He says the Brakiri makeup, giving his face a creased appearance, takes "only" an hour-and-a-half to apply. "I've been every alien a million times. This is by far the most comfortable alien make-up to wear."

Although Tallman's Lyta is human, the actress has to endure one of the most uncomfortable make-ups on the show. This occurs when the character is involved in a particularly powerful telepathic activity where her eyes turn black with the effect achieved via full-eye contact lenses.

"They're not sized to my eyes," Tallman explains. "They're just a generic cosmetic lens, and they're incredibly painful, because they're too big. So they push on the flesh on the inside and down in the bottom of my eye. [The production staff] have been really kind. We shoot it really quick and then we take them out. They try to do everything so that I don't have to keep taking them in and out, but my eyes do start to water a lot."

Although Byron is not fully human, Downes has had plenty of heavy make-up experience as well. In addition to Morann, he also offered up an even more unrecognizable turn as the title character in the "Reptile Boy" episode of BUFFY THE VAMPIRE SLAYER.

"I was actually supposed to have lines in that," Downes remembers, "However, the stunt guy passed out on the set, so they had to wait awhile. The first day I was in that make-up — it's just about full-body make-up — I was in it for 16 hours, and they had to change the ending so that Buffy kills me, so all I did was kind of throw my arms out and growl. They had me on this teeter- totter in ski boots. I was leaning forward and backward, and they were pulling me in and out — it was fun. I think for an actor, when you have something that is sort of a mask like that, it doesn't inhibit you — you feel like you can do anything. On the other hand, when I was playing the Minbari, it's a little hard to hear. I enjoy it, but I prefer to be unmasked."

Back on the set, Eilerson instructs the background performers, "After Vir leaves, we need it really busy." The extras duly plunge into the shot in a whirl of color and light, the reflective thread on some of the costumes sparkling subtly as their wearers talk and gesture, conveying a sense that the main characters aren't the only ones on BABYLON 5 with lives and agendas. The activity is such that it looks as though we could pick out any face in the crowd and enter a whole new saga. The camera pulls up and back for a wider shot as Furst exits and the crowd becomes even more active around the still-seated Londo.

Dr. Franklin (Richard Biggs) meets with a denizen of B5's shadowy underworld.

Between camera set-ups, director of photography Flinn speaks up to be heard over the general din. "Ladies and gentlemen, it's Floyd's birthday today!" In what would be a touching show of interspecies unity if the individuals involved really were Narn, Centauri, Minbari, Brakiri, et al instead of performers in costumes and make-up, the entire assembled cast and crew break into a rousing chorus of "Happy Birthday" for the pleased stand-in. Cake and a card signed by most of the assemblage are soon produced. The next shot is a close-up of Londo. As the camera moves in closer to Jurasik, people crowd into what looks like every possible nook and cranny. Some are just out of range, some ready to leap to their next task when the take is done, some waiting to enter the frame and some just wanting a better look at the proceedings.

When Greek is satisfied that she's gotten all the coverage that she needs of the scene from this angle — that is, wide shots, medium shots, close-ups, etc. —a cry goes up all over the set, carried by many throats: "Turning around! Turning around!" This literally means that the camera is going to be turned and aimed in the opposite direction. What was now off-camera will be on-camera and vice-versa. Lighting equipment has to be moved, sometimes so that it can be refocused on the area of set soon to be in use, sometimes just to get it out of the shot. The camera itself — attended by its crew of operator, focus puller (who adjusts the lens manually during takes) and dolly grip (who is responsible for moving the wheeled "dolly" cart that holds the camera) — has to be repositioned. Measurements must be taken of the distance from camera to subject while light meter readings are made so that it can be determined how much illumination the shot needs.

A whole new crowd of extras must be brought in to populate the Eclipse cafe, which from this angle will be seen behind Vir's shoulder. The set is incredibly detailed — even sliced fruit in bowls, hardly likely to feature heavily in the shot, has been doctored to make it look subtly alien.

Set dresser Jay Johnson, who has been with B5 since Season 4, says of his favorite set, "I personally enjoy our fighters [spacecraft] the most. Last week, we had a Minbari fighter, which is basically a tube. We had Bill Mumy in there - we slid him in on a gurney. He had to put his arms in front of himself, almost like Superman, it was so tight in there."

The show's outer-space locale has its technical pluses and minuses as well.

"We sometimes have to put wires [microphones] inside space helmets," sound mixer Matthews explains. "The mikes are inside the helmets at neck level. There's a fan inside the helmet to keep [the actors] cool and to keep the faceplate from fogging up, but they're turned off between takes."

However, the high- tech setting also offers a number of hide-in-plain-sight opportunities. For instance, with some shots in the B5 prequel telefilm "In the Beginning," mikes were placed on the control panel. "It looks like part of the set," Matthews says.

Matthews sits at his sound mixer's cart, which has a reel-to-reel tape recorder on its top shelf, a mixing board with 8 dimmers and 42 knobs on the next shelf down, assorted cables and rolls of gaffer's tape hanging off the sides. Also prominent is a mini-black-and-white TV set that shows the technician what the camera sees, as when he's seated, monitoring the sound on his headset, the top of the cart blocks his view of the actors. Taped to the front of the cart is a picture of a cow wearing a sombrero with the caption "Moochas Gracias."

"This shot moves us to the cargo bay," the assistant director announces. Once this scene is concluded, the zocalo set will be done for the day and all of the talent involved here - actors and background alike - can head homeward, though the crew will be here for hours yet.

"Scene 25 Charlie, take two," Matthews says for the tape's benefit before "action" is called. "Charlie" designates that this is the "C" or third set-up for this particular scene; the previous angle was "B".

"Action - oh, screw it," Greek says, unruffled as she notices something going wrong before the actors even have a chance to speak. However, tape and film have already rolled, so we're on to Scene 25 Charlie, take three. "We need a sound bell, Dan," a.d. Eilenson tells Matthews. Matthews hits a little device on his cart that rings, signaling to all in hearing range that sound is now rolling on the new take.

The second assistant director stands behind a woman playing a zocalo waitress, who is directed to enter mid-take. The a.d. cues her to move with a gentle pat on the shoulder, rather than a verbal instruction which, no matter how gently whispered, might carry onto the audio track.

The "Charlie" set-up has the camera on Vir's face. Jurasik as Londo is seated just under and to the left of camera, out of the shot, yet he gives a full performance, hand gestures and all, so that Furst as Vir can recreate the same rhythms from the previous set-ups. Furst recreates his performance perfectly from the previous takes: resigned, diffident, and reflective Ö in other words, quintessential Vir.

"Stephen, good," Greek proclaims when the take is concluded. Furst, who did a solo interview for EON's February issue (SEE: NEWS-2 DAYS AFTER YESTERDAY archive), comes over to say hello, then heads off to remove the fan-shaped hairpiece required for his role as a Centauri.

Security officer Zack (Jeff Conaway) enjoys a warm moment with scary Psi Corps telepath Bester (Walter Koenig).

Moving east through a darkened archway, the company begins setting up on the cargo bay set. In stark contrast to the colorful and crowded zocalo, the cargo bay is stark and almost empty. The camera dolly is brought in the long way around, winding over a maze of corridors and ramps, while Boxleitner and Furlan rehearse with Greek on the unlit set. Unlike a full Minbari, Furlan's Delenn has hair (following her transformational experience at the beginning of Season 2), but she still has the species' distinctive bony crest around the back of her head. Furlan is in full makeup, bone in place, but she's wearing a denim shirt and slacks; Boxleitner is in street clothes. Mumy is likewise in casual dress for the rehearsal, Minbari makeup half-applied, the tops of his real ears visible over the tiny, low-set Minbari ears, wearing a baldcap and latex brow piece, but as yet no bone. "Did you notice how odd Billy looks without his ears on?" a bemused crew member points out.

In this scene, Sheridan and Delenn greet Lennier. After he exits, the President and his wife briefly discuss the significance of what has transpired and are then joined by Garibaldi.

"You two are here alone and you're talking about the whole thing," Greek tells Furlan and Boxleitner. The director demonstrates how she'd like Doyle to enter. "They're having a private moment, you're not sure how far you should come."

At first, Greek suggests that Boxleitner and Furlan should "fold together," i.e., mutually move closer to one another as they come forward at the same time. This doesn't look quite right. Actors and director experiment with the blocking. Finally, it's decided that after Mumy exits, Boxleitner will move first alone; Furlan will go to him on her line, rather than walking with him as he speaks. After Doyle enters, it's agreed that Furlan will "separate herself" from Boxleitner by stepping forward, then dropping back to allow him to stand closer to Doyle during an exchange of dialogue between Sheridan and Garibaldi. These are small details, but they make all the difference in the momentum of the scene.

A camera assistant comes forward with rolls of gaffer's tape to mark where the actors should stop for each move; the camera has its own marks. The tape comes in different colors: red for Boxleitner, green for Furlan, light blue for Doyle, orange for Mumy and yellow for the camera dolly.

When the rehearsal concludes, the actors head for wardrobe and make-up to take on the trappings of their characters. Two young stand-ins are placed on the red and green tape marks, chatting animatedly to one another while light levels are set around them for the camera.

"Okay, guys, the header's coming down," the assistant director warns. "Don't stand underneath that thing."

Lennier (Billy Mumy) fades into the background due to his love for Delenn (Mira Furlan) in this season's Babylon 5.

Two men on tall orange ladders work with two other men using a rope pulley to maneuver a huge gray rectangle down from its moorings on the ceiling. When it's in the shot, it's part of the cargo bay roof, but now it's an obstacle between lights and set, casting unwanted shadows. The piece is the length of an average suburban living-room wall. When it reaches the ground, it takes two men to carry it off of the set.

Boxleitner returns dressed as Sheridan from head to toe. He enthusiastically greets an older gentleman who turns out to be Netter, one of B5's producers, already deep in conversation with director Greek.

A light now shines brightly through the area previously blocked by the massive header. The boom operator uses a 20-foot "fish pole" microphone boom for this shot, as opposed to a shorter, more conventional "perambulator" boom. "I'm not really a fan of radio mikes," Matthews explains, "because they distort perspective - they can be over here and it sounds like they're way over there [on the other side of the set]. We use the fish pole because it gives people more room to work."

Indeed, the fish pole allows the boom operator to remain 20 feet from the set, staying safely not only out of the shot but out of shadow-casting range of the lights being aimed trained on the area in ever-increasing numbers. He choreographs his movements to the camera dolly, deftly stepping around it while keeping the microphone at the end of his pole always above and to the right of the camera. The stand-ins for Boxleitner and Furlan run dialogue so that Matthews can set sound levels. As the camera dolly moves, a young assistant holds up the attached cable, keeping it out of the way of the rolling equipment the way a bride's attendant holds up the train on a wedding gown.

Assistant director Eilerson speaks up, her words carried by the radio mike in her headset. "First team, please." Moments later, although they all previously left by separate doors, Boxleitner, Furlan, Doyle and Mumy enter, one right after the other, all now in full makeup and costume.

Mumy stops to chat with the a.d., then heads for the starting point of his entrance, playfully singing out, "Let's make this TV show, shall we?"

The sparring between Londo (Peter Jurasik) and G'Kar (Andreas Katsulas) continues.

The scene itself is a sober affair, with most of the dialogue delivered even more quietly than in rehearsal with Furlan and Mumy nearly whispering. Matthews lends the visitor a headset and it's a revelation. I can now hear not only the dialogue of Scene 74, Take 3, but everything else the microphone picks up: breath, footsteps, tongue clicks, the swish of fabric and the famous floor creaks are all now audible.

The take ends; Greek praises her cast and everyone takes five, talking and relaxing while the camera team reload the film magazine.

"We've had so much more fun this season," Tallman says. "There's this sense of, 'Okay, this is it — but it's a good thing!' There is calmness and a sense of closure. Ask me again when it's the last episode and I'm crying my eyes out because I'm saying goodbye to my friends," she laughs, "but other than that..."

BABYLON 5 viewers may know just how Tallman feels.