The first Night at the Museum was not only a box-office blockbuster that earned over a half-billion dollars worldwide, but it became a cultural phenomenon that by one count helped increase museum attendance by as much as 20 percent. A week after its release, producer and director Shawn Levy was already working on a follow-up. "I saw the opening sequence of the sequel," he explains from his office, where he is overseeing post-production, "and the credit sequence for the second Night at the Museum is exactly what came to me within days of the first movie's opening."

The 20th Century Fox release continues the story of Larry Daley (played by Ben Stiller), a nebbishy Everyman who's lost his way in the world. As in the first movie, Daley encounters real-life figures from the past who come to life, including Teddy Roosevelt (Robin Williams) and Amelia Earhart (Amy Adams). (Ironically, it's up to Earhart, famous for being lost, to help Daley find his way.) Night at the Museum: Battle of the Smithsonian broadens the setting of the first film, taking the action from New York City's Museum of Natural History to the Smithsonian Institute in Washington, DC. While the opening may have fallen into place easily, Levy still faced the inevitable problems of making a sequel seem new while repeating what audiences liked originally.

"I won't risk unemployment by naming all the bad sequels that come to mind," Levy says. "We wanted to expand the scope of the first film, but I also wanted something thematically richer." Pressed about what makes a story worthwhile, he adds, "I don't look for a moral, I always look for a theme. What is the heart of the movie? It doesn't need to be instructive, just emotionally resonant. Even with the Pink Panther movies, which reward a kind of oblivious but self-believing nincompoop, I can say, yeah, there's something human and true there."

With hits like The Pink Panther and Cheaper by the Dozen, Levy has been one the most commercially successful directors of the past decade. Through his 21 Laps Entertainment, he has also produced both features and television series. "You get to direct one film a year, if that," he says about his workload. "I like being creative on a number of fronts, and producing feeds that appetite."

Levy clearly relishes the nuts and bolts of filmmaking. He worked through dozens of drafts of the Night at the Museum movies, and spent five months overseeing the storyboarding of some 700 special-effects shots in the sequel. He persuaded much of the original cast and crew to return, added new players like Adams and Hank Azaria, who portrays the Egyptian pharaoh Kahmunrah, and upped the stakes by staging much of the film inside the Smithsonian complex.

Battle of the Smithsonian was the first feature to be filmed inside the Air and Space Museum, and it proved a significant test of Levy's ability to capture shots in crowded settings. "You have Ben and his fellow actors and me and a crew of a hundred-plus people shooting an intimate scene with two or three thousand people standing a foot away, applauding after every take. Every actor will tell you that the key to being honest and in the moment is to forget about the camera and people watching, but when you have literally thousands of civilians watching, it takes that much more concentration and focus."

Levy not only had to tie the performances in with special effects, he also had to leave room for spur-of-the-moment improvements. "I don't storyboard performance scenes," he says, "because I don't want to restrict the actors. Ben Stiller and I both subscribe to a highly improvisational shooting technique. As do most of the leads in the film, for that matter—they're all improv geniuses. Telling them to just execute storyboards would be silly."

While Levy starts from a polished script, he and his crew have to be ready to "go off-road" at any moment, sacrificing prep work and even planned special effects for the sake of humor and characterizations. "Our mantra was: Really good plan, subject to change at any moment," he recalls. But he is also trying to establish a pacing that is true to his original vision. "The tone and rhythm of my movies are completely intuitive," Levy says. "I guess because I work so intimately on the script for so long, I hear the rhythm of every scene long before I shoot it. So when I'm filming, I'm really trying to get my actors and later my editorial in synch with the way I've already seen and heard it in my head."

To help maintain that rhythm, Levy employs music on the set, a throwback to silent film techniques. Months before production begins, he fills an iPod with specific musical themes, frenetic or foreboding, for example. Broadcast over the set, his playlists help guide the actors to the moods he wants. Levy found the strategy most effective with Stiller and Steve Martin, both of whom he has directed twice. Calling them "super-funny but super-cerebral," he feels that "music shortcuts their braininess in a way that I think helps their performances."



More than the script and special effects, Levy points to the acting in Battle of the Smithsonian as his proudest achievement. He enthuses about Stiller's dedication and work ethic, and found Adams an exceptionally accomplished comedienne. Levy singles out contributions by Ricky Gervais, Christopher Guest, Jonah Hill and Hank Azaria, noting that comedians of this caliber are rarely seen in family comedies. Not that Levy is especially happy with what passes for family comedies today. "I am a parent of three girls," he notes, "and I'm in agony sometimes sitting in a theatre and watching some family film that my kids wanted to see. It shouldn't be that way. Family films shouldn't be patronizing or condescending, they should be for the whole family, including us parents."

Levy tries to include different levels of humor in his films, with some jokes pitched at older viewers, others at youngsters. At times they cross over, as with the slap fight Ben Stiller has with a monkey in the first Night at the Museum, a bit that he says adults found just as funny as kids. "What keeps me awake at night is the determination I have to make films that are unpatronizing, funny to parents, without leaving my core demographic in the cold," Levy says.

He also feels the pressure to perform at the box office, a pressure that paradoxically increases the more successful his films become. "I like rewarding the people who bet on me," he admits, "so it feels good to be a responsible businessman toward those who invest money in me. I don't make movies for myself—I make them for an audience." And while he enjoys making what he calls "populist" films, Levy's run of box-office hits has given him the freedom to take on more personal projects. He refers to his next film, Date Night, starring Tina Fey and Steve Carell, as a smaller, observational comedy—"like After Hours with a married couple."

Levy traces his career back to Yale, where as a theatre major he directed Paul Giamatti in a production of Who's Afraid of Virginia Woolf? The experience showed him the impact that a great actor can have on an audience. He also learned the role a director has in crafting both script and performance. While attending film school at USC, he made a short, Broken Record, that was rejected by many film festivals but embraced by studio executives. "I think from early on my instincts have been more populist than edgy," he says, "and though it's taken me a number of years to appreciate what comes naturally, I do indeed enjoy making films for broad swaths of filmgoers."

Many of the skills required to direct have changed since his student film. "It's very hard to get by today without being technologically aware. Not savvy, necessarily, but at least aware. I'm no genius, but I can communicate with the technological team. But one thing hasn't changed—all the bells and whistles, all the sexy tricks and toys, are useless if the performances aren't good. It's something I learned on Broken Record, and it applies just as well to Battle of the Smithsonian."