In the interest of 24-7 long-term surveillance, a truly robust, adaptive, and fast background-foreground segmentation technique is required. This paper deals with the especially difficult but extremely common problems of moving backgrounds, shadows, highlights, and illumination changes. To produce reliable foreground extraction in the face of these problems, the best practical aspects of two algorithms, Codebook Segmentation[6] and HSV Shadow Suppression[2] are combined. The main contribution of this paper is the introduction of the "Hybrid Cone-Cylinder" Codebook (HC3) model. Results show superior speed and quantitatively better performance in many different conditions and environments. Applications include people-tracking with Omni-directional cameras and vehicle-counting with rectilinear cameras.