Since we want to create a particular mood and atmosphere the lighting of the characters will need to be dark and create sharp shadows to help give that film noir feel which is what were going for so having low lighting will help with this. I used spot lights to pick out certain areas to light which allowed for some great shadows especially on the groggy rig.
A cold stare from an unknown individual
a darker side of max
at this point i had also done some basic texturing of max to help him fit in as he was looking a bit naked before hand.