Underworld: Rise of the Lycans is a 2009 American action horror film directed by Patrick Tatopoulos from a screenplay by Danny McBride, Dirk Blackman, and Howard McCain, based on a story by Len Wiseman, Robert Orr, and McBride. It is a prequel to Underworld (2003) and the third installment in the Underworld film series. The film stars Michael Sheen, Bill Nighy, Rhona Mitra, Steven Mackintosh, and Kevin Grevioux. The plot focuses primarily on the origins of the characters and the events that lead up to the Vampire–Lycan war. Kate Beckinsale, who starred in the previous Underworld films, appears briefly at the end of the film.