A lot learned again,... especially about exposure. You HAVE to do this right in camera. So next time not so light (again) and I will be using lights to highlight the characters if it needs be,... better than having the main character visible, but the background blown out.
Oh well, that's what testshoots are for!
-Final Cut Express 4
Canon 5D Mark II
50 F1.4 lens
Light Craft Fader ND (filter)