2012-40 FOB Cover Shoot BTS Bill Phelps H

Photographer Bill Phelps behind the camera at La Descarga, a location he’s come to love. “it spoke for itself; we moved a few things around,” he says, “but the poetry was already there.”

A look behind the scenes at the writers and photographers who contributed to this week's edition.

BILL PHELPS: Managing a photo shoot with six of Hollywood's most respected actors is never an easy thing to pull off. And Phelps, a self-taught photographer who now resides in Brooklyn, was prepared for the worst but was pleasantly surprised at The Actors Roundtable when Denzel Washington (Flight), Richard Gere (Arbitrage), Jamie Foxx (Django Unchained), Matt Damon (Promised Land), Alan Arkin (Argo) and John Hawkes (The Sessions) showed up at La Descarga lounge in Hollywood to be captured. "It all went so smoothly," recalls Phelps, who shot THR's Bradley Cooper cover in September and campaigns with Reebok and Harley-Davidson. "The timing was tight, but we had everything in place, and they were eager to get in the shots. We focused on mood and lighting and just let them be themselves." While it can be hard to choose a favorite among such illustrious company, Phelps doesn't hesitate: "John Hawkes. He is, without question, the real deal."

Kevin Smith

George Lucas' Star Wars has been something of a recurring theme in the writer-director's work. In his first film, 1994's Clerks, one character posits that the destruction of the unfinished Death Star in Return of the Jedi -- along with the unaffiliated construction crew -- makes Luke Skywalker and the Rebels war criminals. In 2001's Jay and Silent Bob Strike Back, Smith wrote himself into a light-saber duel with Mark Hamill. So he was happy to offer his take -- A Nerd's Plea for Star Wars -- on what the just-announced Episode VII should be. Or, rather, whom it should be about.

M.G. Lord

Deciding to write a book about Elizabeth Taylor (The Accidental Feminist) came as a surprise to Lord, who takes a sage look at the collision of Taylor and Lindsay Lohan in Lifetime's Liz & Dick (Liz, Lindsay and the Coincidence of Parallel Lives). "I ended up trapped in a vacation house with a bunch of Gen X and Gen Y folks, and all we had for entertainment was a boxed set of Liz Taylor movies," she recalls. "We were transfixed by her and by her films' feminist messages." Lord hopes Liz & Dick will send people back to Taylor's films and lead to (another) Lohan comeback.

Steve Brodner

The news that Lucas was selling Star Wars to Disney prompted the award-winning editorial cartoonist -- whose work has appeared in Esquire and The New Yorker and who teaches at NYC's School of Visual Arts -- to recast the franchise through other filmmakers' eyes with Star Wars: Episode VII as Directed By. "It is a strong contender for major icon of the 20th century," he says. "As an illustrator, I keep track of the cultural touchstones we all share. There are fewer now because the media cycles are moving faster. But Marilyn Monroe, The Beatles and Star Wars seem to stick."

Leslie Bruce

Assembling the 2012 Next Gen package -- honoring the best and brightest young minds Hollywood has to offer -- got the THR senior writer a little nostalgic. Looking back at her own big break, Bruce says: "It was 2005, when I was in journalism graduate school, I cold e-mailed Janice Min -- now THR's editorial director -- from my apartment in Champaign, Ill., about an editorial assistant gig. The next day, I got an e-mail asking me to come to New York for an interview. Well, actually, it was just asking me to come for an interview because I lied about where I lived. And I've been working for her ever since."