Underworld: Rise of the Lycans is a 2009 American action gothic horror film directed by Patrick Tatopoulos and starring Michael Sheen, Bill Nighy, Rhona Mitra, Steven Mackintosh, and Kevin Grevioux. It is the third (chronologically, the first) installment in the Underworld franchise and a prequel to the 2003 film Underworld. The film 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 movies, appears briefly at the end of the movie.