It's the late fall of 2002 and 50 Cent is in the streets of Los Angeles shooting his new video for "Wanksta." For residents in his hometown of New York, it seems like you cannot walk two blocks without hearing some kid sing out, "Damn homie, in high school you was the man, homie," or hearing the song itself blast out of a car radio or home stereo.

In L.A., where 50 is putting together the visuals to coincide with the music, the story is different. His buzz hasn't taken over the West Coast yet. 50 is so underneath the music radar that hardly any people are in the streets while 50 is filming and the models that are in the clip practically had to be begged by director Jessy Terrero to participate. The budget is so small, they can't afford the women's regular prices (see "50 Cent Explains What A 'Wanksta' Is" ).

Six months later, 50's status has skyrocketed and people are lining the streets of downtown LA. to see the rapper as he films scenes for his latest video, "Many Men."

"The world changed, we was joking about it on set," Terrero said last week in L.A. about filming "Many Men." "I was like, 'Damn, look what six months could do.' "

Terrero said that the models he had to persuade to be in the "Wanksta" clip kept blowing up his phone to be down with the "Many Men" shoot, but he had to decline. "I was like, 'Be easy. This one is not for the ladies, it's for the thugs.' "

Terrero spent up a bunch of his celly minutes talking to guys — first with 50 and crew to conceptualize the project, then with the actors he wanted to appear in the clip.

"I got a call from them and they all were collectively on the phone — 50 Cent, Paul Rosenberg, guys from Violator," he detailed. "50 wanted something that was hard. Something street-driven that kind of went along with what he was saying. ['Many Men'] was my favorite song on the album, I already had [the concept] in my mind. I listened to that song a hundred times already.

"I think a lot of people are caught up in his story; how he got shot, who might have done it and that type of vibe," he added. "I went off that. I wanted to create a mini-movie based on not necessarily a reality, but some of the things that might have happened in his life. Try to do it in a cinematic way. Place these two guys in the video [who set him up] as rap artists. I knew people know he has some problems in the industry. I played off that to cause a little more controversy."

In the video, 50's friends put a contract out on his life and he's gunned. The leader of the G-Unit, however, survives the hit, regains his health and exacts revenge with help from a hitman played by Mekhi Phifer.

"I got on the phone and called every actor I knew to do me a favor for free," Terrero said. "Mekhi was already affiliated with 50 through Eminem. He wasn't a hard phone call. When I called Mekhi, he had 50 on his cell phone. It wasn't a hard sell to any of the artists. Everybody loves 50."

Terrero said that plenty of thespians, including Omar Epps and Larenz Tate, wanted to act alongside 50 in the video, but had to pull out for scheduling reasons. "Tiny" Lister, Gabriel Casseus, Henry Simmons of "NYPD Blue" and Adam Rodriguez and Rory Cochrane of "CSI Miami" are among the actors who did make the video.

"I think that he's definitely grown," the director said of 50 Cent. "I think 50 is super confident. 50 is the kind of guy that will try whatever."

Before the shoot was over, 50 was performing all of his own stunts, which included hitting a fence and the ground 10 times in a row.

"If you tell him something, he'll listen and he goes at it without insecurities," Terrero continued. "Some rappers have insecurities and they get a little nervous. I didn't find that with him. I could tell him something once and he got it. He was so much at peace. All his hard work and all these years of everything he went through paid off."

Terrero is hoping that his hard work pays off, not only in the original version, but in a new, cleaner version of the clip he's submitting to MTV. The director said that he had to tone down the gunplay in the clip so it could be more suitable to air.

"There are no gun references," he said about the possible MTV version. "Right now we put it to a place where hopefully it is the cleanest we have to make it. We shot it in a cinematic way, we shot it with class. We didn't shoot it in a ghetto way. Everybody already knows 50 got shot, so if anybody should be able to do a video where somebody gets shot, it should be him."

Besides "Many Men," Terrero also helmed the new clip by Disturbing Tha Peace's Chingy, "Right Thurr," and has a movie in the works called "Soul Plane." He described it as an urban version of the '70s comedy "Airplane."  

To read more about the "Many Men" video shoot, how 50 is coping with stardom and why he differs from Dr. Dre and Eminem, check out "50 Cent: Still Hungry After 4 Million Records."