Pay It Forward  -  Production Notes

Everything in social studies teacher Eugene Simonet's (KEVIN SPACEY) life is in order -- every shirt, every pencil, every person in its proper place. To keep the surface placid means never having to go deeper. And no one and nothing in his life has ever asked him to.

Arlene McKinney (HELEN HUNT) is a single mother hanging on by her fingertips, working two jobs, and struggling to raise her son, Trevor (HALEY JOEL OSMENT). She is frying to give him a new life, but in her absence she is losing him.

Eugene gives Trevor's class an assignment: look at the world around you and fix what you don't like. But can you fix people?

Two-time Academy Award-winner Kevin Spacey ("American Beauty," "The Usual Suspects"), Academy Award-winner Helen Hunt ("As Good As It Gets") and Academy Award nominee Haley Joel Osment ("The Sixth Sense") star in "Pay It Forward." Warner Bros. Pictures, in association with Bel-Air Entertainment, presents the film, which is directed by MIMI LEDER ("Deep Impact") from a screenplay by LESLIE DIXON ("The Thomas Crown Affair," "Mrs. Doubtfire"), based on the novel of the same name by Catherine Ryan Hyde.

The film also stars JAY MOHR ("Go," "Jerry Maguire"), JAMES CAVJEZEL ("The Thin Red Line"), JON BON JOVI ("U-57 1"), and legendary film and television star ANGIE DICKINSON ("Police Woman," "Ocean's Eleven"). "Pay It Forward" is produced by Bel-Air Entertainment's STEVEN REUTHER ("Pretty Woman") and Tapestry Films' PETER ABRAMS and ROBERT LEVY ("She's All That"). Executive producers are MARY McLAGLEN and JONATHAN TREISMAN. OLIVER STAPLETON ("The Cider House Rules") is the director of photography and two-time Oscar winner LESLIE DILLEY ("Raiders of the Lost Ark," "Star Wars") is the production designer. Academy Award nominee DAVID ROSENBLOOM ("The Insider") is the editor. THOMAS NEWMAN ("Em Brockovich") composed the score.

Eugene Simonet is a social studies teacher who does not expect this year's seventh grade class to be different from last year's. "Eugene makes the same speech to his class each year hoping, but not quite expecting, that one of his students will take it to heart," says Kevin Spacey. A man whose physical scars inform much deeper emotional scars, Simonet is nonetheless a passionate teacher. "He transfers his hope to his students, because he has no hope for himself Emotionally, he is completely shut down."

Director Mimi Leder, who garnered universal acclaim for the humanity she brought to the epic action films "Deep Impact" and "The Peacemaker," explains, "Eugene has an assignment that he gives at the beginning of each school year for the past 12 years. The assignment is to think of a way to change our world and put it into action. He hopes, but doesn't anticipate, that his students will take it seriously."

One young student, Trevor McKinney, takes the assignment to heart. Leder notes, "Trevor takes this assignment very seriously because his own life is so troubled. His father is gone; he has had to grow up too soon. He needs some hope in his life. And he gets it from Eugene."

Eleven year-old Trevor lives in a working class section of Las Vegas with his mother, Arlene. "Trevor's mom works a lot and has some habits which infringe on her ability to take care of him, so he ends up taking care of himself most of the time," says Haley Joel Osment, who follows up his acclaimed performance in "The Sixth Sense," which also garnered the young actor an Academy Award nomination, with "Pay It Forward." "He loves her and wants her to overcome her problems, but he knows it's something she can't do by herself. If she could, she would have done it by now."

Helen Hunt, who won a Best Actress Oscar for her star turn in "As Good As It Gets," plays Trevor's mother, Arlene. "Arlene wants to be a good mother to Trevor," says Hunt. "Her love for him is what helps her through her nights working as a waitress in a strip club and her days as a change girl in a casino. She's trying to leave behind the bad habits that have plagued her all her life, for him. But the habits won't let her go so easily."

Trevor finds inspiration in an unlikely place - his social studies class. "Trevor has never had a teacher like Mr. Simonet," says Osment, "a teacher that doesn't just stand in front of the class and say, 'OK, class, open your books to page one; we're going to do the review questions at the bottom.' Mr. Simonet actually talks to the class from his heart. He tells them what social studies is really about - it's about you and the world."

Eugene tells Trevor's class that it is possible for one person to change the world. "It stirs something in Trevor that only a person like Eugene could," says Osment. "The teacher has a key to unlocking what Trevor has inside. He inspires Trevor to come up with 'pay it forward.' It's something Trevor can finally believe in, something he thinks will make his own life better."

Osment explains Trevor's idea of "pay it forward," as "doing something for somebody that they can't do for themselves. You just have to do that three times and the people you help each do it three times, then it gets bigger. It goes from three to nine to 27 and on and on and on."

Leder feels that Eugene also sees a quality in Trevor that helps him look deeper within himself "Eugene sees himself in Trevor," she says. "He sees what he was as a boy, and what he could have been as a boy. Eugene is a man whose defenses are up totally, but this kid just breaks them down. Trevor doesn't see his scars. He just sees who he is as a person."

Producer Steve Reuther notes that Trevor's first targets are his mother, his teacher and, through them, maybe himself as well. "Trevor is looking for a dad and a stable home," Reuther says. "One of the three things he does to get 'pay it forward' started is to try to bring his mother and Eugene together. So, he tries to force the relationship, which doesn't exactly work out for the best."

But as Arlene begins to see the power in her son's plan, she turns to Eugene for help in understanding him. "She is just amazed by her son," says Hunt. "He has grown into such an introspective, thoughtful young man and she has been so busy. There is a side to him that she just doesn't know but she wants to know, and she wants Eugene to help her understand him."

"As the story progresses, Eugene starts to allow himself to be more open because of Trevor, and also because of his feelings for Trevor's mother, Arlene," says Spacey. "He begins to open up and allow himself to be loved."

"These are two people that are completely wary of each other who are brought together by this little boy," says producer Peter Abrams. "Trevor's project is what initially brings them together and they start in this strange place of trying to talk about this boy who neither one understands. He wants them to try and understand themselves; he's hoping to 'pay it forward' by trying to heal Mr. Simonet and his mother."

Leder and the actors worked together to anchor these awakening characters in the harsh realities of their emotional lives. "This is a love story more than anything," says Leder. "And a powerful love story because you can see the real dynamics that bring these people together. They are all outsiders in a way, people barely holding on who come together in a way that empowers them all."

As Trevor struggles with his plan, ripples begin to be felt by others in his li1~. Trevor gives a young homeless man (Jim Caviezel) a place to sleep and take a shower. It touches an older homeless woman, Grace, played by Angie Dickenson. It even reaches a young reporter (Jay Mohr), who tries to track down what he believes to be the story of the century.

Unbeknownst to Trevor, "pay it forward" has actually broken out of its conception point in Las Vegas and is spreading across the nation.

ABOUT THE PRODUCTION

As much as young actor Haley Joel Osment responded to the material, he was equally attracted to the chance of working with Spacey and Hunt. "I love watching them do scenes," Osment says. "I've learned so much just watching them."

Since the relationship between Eugene, Arlene and Trevor was the key to making the film work, director Leder was inspired by how Osment held his own with the two Oscar-winning stars. "Haley went toe-to-toe with Helen and Kevin and challenged them both," says Leder. "He's a truly amazing and very, very honest actor with a knowledge and maturity far greater than his years. He brought tremendous dignity and honesty to the character of Trevor. He thinks and feels every word he speaks."

Rock star and actor Jon Bon Jovi ("U-571 ") jumped at the opportunity to join the cast of "Pay It Forward" as Ricky, Trevor's deadbeat dad. "I was willing to fight for the role and to be in the company of Kevin, Helen and Haley, let alone Angie Dickinson and everyone else," he says. "Just to be part of this film, with this caliber of actor, was an amazing experience for me."

Similarly, Jay Mohr muses, "the script was just great. I originally read for the part of the homeless guy Trevor brings off the street [played in the film by Jim Caviezel]. But a couple of days later, Mimi called and asked if I was interested in another role. I was thrilled anyway, because the part I got has more lines. But, honestly, there really isn't a bad role in this film."

Angie Dickinson, legendary star of countless film classics and the landmark series "Police Woman," felt liberated by the opportunity to play the disheveled, alcoholic street person, Grace. "It has taken me this long to get to play a really non-glamorous character," says Dickinson. "I've tried for roles that were a bit non-Angie-ish before, but I didn't get them. Shirley MacLame, Faye Dunaway or Jane Fonda would get them. But I'm older now and ripe, so I can do anything. It's fun. It's a shocker."

As much as Dickinson craved a rich character part, she found herself somewhat hesitant at first. "I was apprehensive about the role because it required me to look god-awful," Dickinson confesses. "I was telling my friend Gregory Peck about it and he was ashamed of me for thinking I might not want to do it. He really helped me to feel that it would be okay to just look as awful and true to the character as possible. He was right: This role is a great jumping off point for me to be able to play all the good dramatic roles that my glamour-puss image has worked against."

"I made her read two times for it," says Leder. "I should be shot. I know she thinks it's because I wanted to see what she looked like, but it was because this was such a different role from anything she'd ever done. Or anything I've ever seen her in."

According to Leder, Dickinson more than delivered. "She dug deep," says the director. "She is real and honest, just fantastic. Everyone on this set is in love with Angie Dickinson."

When the time came to determine a location for the film, Leder decided to take the film to Las Vegas. "Las Vegas was perfect in many ways," says Leder. "The script immediately said desert to me with several of these characters, especially Helen Hunt's, on the edge, barely holding on to their world. When we scouted, Las Vegas offered every contrast you could imagine between the haves and have-nots, between the harsh reality of our characters' world and the fantasy oasis of a perfect life."

Leder took full advantage of the Las Vegas backdrop, frequently designing shots to accentuate the contrasts. When the design team created a homeless camp on the outskirts of the city near Mandalay Bay Road, where Trevor (Osment) meets Jerry (Caviezel), Leder shot it so that the pyramid-shaped Luxor, the skyline of New York, New York and the southern part of the Las Vegas Strip rises mightily in back of the garbage-strewn camp. Similarly, Eugene's (Spacey) modest apartment and Arlene's (Hunt) tract home both show glittering Las Vegas in the background, shimmering like a desert mirage.

Centennial High School was chosen for Eugene and Trevor's school for its location outside the city, about 30 miles northwest of Las Vegas, near Red Rock. For Leder and production designer Les Dilley, who teamed previously with Leder on "The Peacemaker" and "Deep Impact," its relatively remote location was the perfect metaphor for the film's isolated characters and complex emotional relationships. Dilley describes the landscape as "rock garden barren -- on the edge of nothing. Unfinished sidewalks and roads leading nowhere. You get the sense of hanging on the edge, struggling to hold on."

School was in session during the two weeks of filming. More than 125 students and a dozen teachers and administrators worked as extras for the film, with cast and crew timing their scenes in the hallways and parking lot between the period bells. Hundreds of middle and high school students often watched Spacey, Hunt and Osment in scenes before running off to their next class.

Numerous locations in the heart of Las Vegas were also used, including the Royal Motel on Las Vegas Boulevard, the All American Sports Park, the Oasis Apartments, the towering Stratosphere on the Strip, as well as the Golden Gate Hotel and Casino and the Union Plaza Hotel and Casino. Cast and crew also shot on streets along the Glitter Gulch, including canopied pedestrian mall known as the Fremont Experience. The nightly laser light show played in the background during filming of a scene at the Union Plaza Hotel's fishbowl-shaped Center Stage restaurant where Eugene and Arlene have their first date.

"Las Vegas is hard to beat for interesting visuals," says Oliver Stapleton, director of photography. "It's over the top in terms of color, clutter and light. We contrasted it with a gray-blue palette of colors for Eugene's apartment, which is neat, but dreary and shows he has little aspiration to brighten his life or live in an environment that's comfortable. Here is a man who has been shunned by so many people for how he looks. He avoids anything flashy in an effort to maintain a low profile."

The character Eugene's low profile was in stark contrast to that of the actor Kevin Spacey's during production. The week principal photography began in Las Vegas in February 2000, Spacey and his 11-year-old co-star, Haley Joel Osment, found themselves in the spotlight as they and their films were nominated for numerous Academy Awards. Spacey, who previously won a Best Supporting Actor Oscar for "The Usual Suspects," was nominated for Best Actor for his work in "American Beauty," while Osment's performance in "The Sixth Sense" nabbed him a Best Supporting Actor nomination. Spacey went on to wm his second Academy Award as the film also took home the coveted Best Picture Oscar.

"The Oscars were a lot of fun," said Osment, who celebrated his 12th birthday on his final day of shooting "Pay It Forward." "But since we started filming the same week, I was mostly focused on this film. It was good because it gave me something else to concentrate on."

At the conclusion of filming in Las Vegas, the production moved to Los Angeles. First up were scenes m Eugene's classroom from Centennial High School, which had been duplicated on a stage at The Lot (formerly Warner Hollywood). While several scenes were shot in a classroom at the school; other scenes required the ability to move walls and bring in equipment that would have been impossible at the location.

Similarly, Dilley also reproduced the exterior of Arlene's house on interior stages, actually moving the front shell of a house from the northeast corner of Lailani Street and Sunrise Avenue in the eastern foothills outside Las Vegas. When filmmakers scouted for Arlene's house, production logistics as well as the necessity for a Vegas vantage point, landed them on a vacant lot in a suburb. So, Dilley and his crew simply built a fa9ade, complete with a gated yard, working garage and garage door and semi-furnished front room. After the house was shot in Las Vegas, it was dismantled piece-by-piece, taken to Los Angeles, and rebuilt on a soundstage on The Lot. This time, however, there was a complete interior as well, including a fully furnished front (living) room, dining area, kitchen, bathroom and two bedrooms.

The filmmakers also shot at various locations including Griffith Park, the Wilson-Harding Golf Course, the Lunark Park in Sylmar, Glendale Adventists Medical Center, the old Lincoln Heights jail and the Stock Exchange nightclub. The opening of the film, which includes a hostage situation during a dark, rainy night, was shot on Fremont Place in Hancock Park.

Over several nights, cast and crew shot the sequence, which also included a stunt requiring two cars to collide and others to narrowly miss oncoming picture cars in a steady downpour created by rainmaking machines.

Filmmakers also shot in industrial areas in downtown Los Angeles, as well as along the MTA Railroad, where a stunning graffiti mural was painted and is maintained by an organized group of taggers and artists. The nighttime scene, where reporter Chris Chandler (Jay Mohr) meets Grace (Angie Dickinson), is illuminated by firelight and framed by an abandoned boxcar. Similarly, a key scene involving Arlene and Grace was set in a makeshift homeless encampment where the only light amidst the rubble of discarded neon signs came from campfires. In both instances, Leder used the firelight to not only underscore the scenes' intimacy, but to underscore the illuminating impact of the encounters as well.

Leder, the first woman accepted to study at the American Film Institute's cinematography program, is known as one of Hollywood's premiere shot makers. As she did on her huge action films, "The Peacemaker" and "Deep Impact," Leder employed a wide variety of camera rigs, lenses, cranes and camera movements to tell the story. Although "Pay It Forward" plays out on a more intimate scale, Leder still took advantage of her camera and lighting know-how to create interesting and involving scenes.

For example, when Chandler tracks down Thorsen (Gary Werntz - Leder's real life husband), the man who "paid it forward" to him, he has to chase the reluctant attorney down a set of stairs before he'll explain the concept of paying it forward. The scene was filmed at the historic Ray Bradbury Building, which boasts famed ironworks and staircases under a domed skylight. For this scene, Leder devised a shot in which the camera tracks them both vertically and horizontally down the long staircase. This was done by suspending the camera on a platform rig, which descends seamlessly with the characters from the beginning of the shot to the bottom of the stairs.

"Mimi is the total filmmaker," says executive producer Mary McLaglen. "She's an expert shot maker who not only knows camera and lighting, but is also wonderful with the writer and actors. She's open to ideas, always calm and generous. An absolute dream to work with."

Producer Peter Abrams, whose company Tapestry Films scooped up Catherine Ryan Hyde's unpublished manuscript within days of him reading it, agrees that Leder is a talented filmmaker always looking for the next challenge. "You can't say enough wonderful things about Mimi," says Abrams. "She's always pushing herself, testing herself like great directors do. She's a great leader who's also open to suggestions, which makes the whole process more creative, exciting and interesting."

Warner Bros. Pictures presents in association with Bel-Air Entertainment a Tapestry Films production of a Mimi Leder Film, Kevin Spacey, Helen Hunt and Haley Joel Osment star in "Pay It Forward." Jay Mohr, James Caviezel, Jon Bon Jovi and Angie Dickinson also star. The film is edited by David Rosenbloom, A.C.E. Leslie Dilley is the production designer. Oliver Stapleton, B.S.C. is the director of photography. Music is by Thomas Newman. The film is executive produced by Mary McLaglen and Jonathan Treisman. Based on the novel by Catherine Ryan Hyde, the screenplay is by Leslie Dixon. Produced by Peter Abrams, Robert Levy and Steven Reuther, "Pay It Forward" is directed by Mimi Leder.

ABOUT THE CAST

KEVIN SPACEY (Eugene Simonet) has been seen in the motion pictures "Glengarry Glen Ross," "Consenting Adults," "Iron Will," "The Ref" "Outbreak," "Swimming With Sharks," "Seven," "A Time To Kill," "Looking For Richard," "Midnight In the Garden of Good and Evil." "L.A. Confidential," "Hurlyburly," "A Bugs Life," "The Big Kahuna" and "American Beauty" for which he received the Screen Actors Guild Award and the Academy Award for Best Actor. In 1995 he was awarded the Academy Award for Best Supporting Actor for his performance in "The Usual Suspects."

His extensive stage work began in 1981 in Joseph Papp's production of "Henry IV, Part I" in Central Park, in which he played a messenger with six lines. One year later he made his Broadway debut opposite Liv Ullmann in Ibsen's "Ghosts," His breakthrough came as Jamie Tyrone Jr., with Jack Lemmon, in Jonathan Miller's 1986 Broadway and London productions of Eugene O'Neill's "Long Days Journey Into Night." He won the 1991 Tony Award for his performance as Uncle Louie in Neil Simon's "Lost In Yonkers," with Irene Worth. In addition, he appeared in Athol Fugard's "Playland" at the Manhattan Theatre Club. He played Ben Cook in the Long Wharf Theatre production of "National Anthems," directed by Arvin Brown. Most recently he played Hickey in London's Almeida Theatre production of Eugene O'Neill's "The Iceman Cometh" for director Howard Davies, and made a triumphant return to Broadway with this production as both actor and producer.

Television audiences are familiar with his work as Mel Profltt on the CBS series "Wiseguy," and for his performance as Clarence Darrow in the American Playhouse film, "Darrow," directed by John Coles.

He made his debut as a film director with the Miramax release "Albino Alligator," starring Mart Dillon, Faye Dunaway and Gary Sinise.

As a producer he is presenting the off-Broadway production of Lee Blessing's "Cobb," opening at the Lucille Lortel Theatre this fall, and continues to work as a director of the Old Vic to raise funds for that theatre's future. His Trigger Street Productions is producing several film projects as acting and directing vehicles for Spacey, as well as introducing new filmmakers such as Ross Partridge, whose first feature "Interstate 84," was selected for the Toronto Film Festival.

He is currently working on the Universal picture "K-Pax" for director lain Softley, which will be released next year.

HELEN HUNT's (Arlene McKinney) portrayal of a single mother in Jim Brooks's "As Good As It Gets," garnered her a Golden Globe Award, a Screen Actors Guild Award and an Oscar for Best Actress. She previously starred in "Twister," directed by Jan De Bont, and won a Blockbuster Award for Best Actress for her role in the mega-hit. Hunt will be seen this holiday season in "Castaway," opposite Tom Hanks; Paramount Pictures' "What Women Want," with Mel Gibson," and in the forthcoming independent film "Dr. T and the Women," directed by Robert Altman.

Seven-time Emmy nominee for as many years, Hunt has won the award four times for Best Actress in a Comedy Series for her role as "Jamie Buebman" on "Mad About You." Her work on the hit NBC series has also earned her three Golden Globe Awards, a Screen Actors Guild Award and three American Comedy Awards. She was twice named Best Actress by the Viewers for Quality Television.

Hunt's feature credits include the acclaimed film "The Waterdance," written and directed by Neal Jiminez; "Kiss of Death," "Mr. Saturday Night," "Peggy Sue Got Married," "Next of Kin," "Miles From Home," "Girls Just Wanna Have Fun" and "Project X."

A native of Los Angeles, Hunt made her acting debut on television in 1973's "Pioneer Woman." She has since starred in over 15 movies for television and on three television series, including "St. Elsewhere" and "China Beach." Her performance in 1-IBO's "The Hitchhiker" earned her a CableACE Award nomination.

HALEY JOEL OSMENT (Trevor McKinney) received numerous film critic awards plus nominations for the Academy, Golden Globe and Screen Actors Guild awards for his performance in the record-breaking, internationally acclaimed thriller "The Sixth Sense."

Osment made his acting debut opposite Ed Asner in the television series "Thunder Alley." He went on to regular roles in "The Jeff Foxworthy Show" and "Murphy Brown," and guest-starred in a number of popular series, including "The Pretender," "Chicago Hope," "Touched By an Angel," "Walker, Texas Ranger" and "Ally MeBeal."

His starring roles in television films include the Hallmark Hall of Fame presentation of "The Ransom of Red Chief' and NBC's science fiction thriller "The Lake," in which he played two parts: one good, one evil. He received Young Star Awards for his performances in TNT's "Last Stand at Saber River," opposite Tom Selleck, and Hallmark's "Cab to Canada," with Maureen O'Hara.

Among Osment's feature film credits are the critically acclaimed and Oscar-winning "Forrest Gump," which earned him a Youth in Film Award; Nora Ephron's "Mixed Nuts"; Jason Alexander's "For Better or Worse"; and Norman Jewison's fantasy "Bogus." He also lent his voice to the Disney animated features "A Beauty and the Beast Christmas" and "The Hunchback of Notre Dame Deux."

Having recently wrapped production in Poland on the wartime drama "Edges of the Lord," he is currently working on "A.I." for director Steven Spielberg.

JAY MOHR (Chris Chandler) burst onto the screen and received critical acclaim for his role opposite Tom Cruise in the box office hit, "Jerry Maguire," directed by Cameron Crowe. Born in Verona, New Jersey, Mohr performed stand-up comedy at colleges and comedy clubs before joining the cast of "Saturday Night Live," where he gained national attention for his uncanny impressions of Christopher Walken, Ricki Lake and Sean Penn, among others.

Mohr has starred in such film "Picture Perfect," opposite Jennifer Aniston; as well as in "Go," with Scott Wolf; "Playing By Heart," opposite Sean Connery and Ellen Burstyn "Suicide Kings," with Denis Leary and Christopher Walken; the comedy spoof "Mafia"; as well as the films "Small Soldiers," "Paulie" and "200 Cigarettes." His television projects include starring as "Peter Dragon" in the highly acclaimed series, "Action," and lending his voice to Drew Barrymore's "Olive. the Other Reindeer." An avid sports fan, Mohr occasionally guest-hosts on "The Jungle," a syndicated sports and radio show. When not appearing in film or TV projects, Mohr can be found on stage at comedy clubs and college campuses around the country.

He will next be seen in the Eddie Murphy sci-fi comedy, "Pluto Nash," as well as "Speaking of Sex" with Bill Murray, James Spader and Lara Flynn Boyle. He is currently filming "Simone," starring with Al Pacino.

Since his breakthrough performance as Witt for director Terence Malick in "The Thin Red Line," JAMES CAVIEZEL (Jerry) has rapidly become one of the busiest actors in Hollywood. Last year he was seen in "Ride With the Devil," the Civil War epic directed by Ang Lee, in which he played the leader of a gang of bushwhackers that also included Tobey Maguire and Skeet Ulrich. Caviezel was most recently seen opposite Dennis Quaid and Andre Braugher in the New Line Cinema sci-fi feature "Frequency."

Caviezel grew up in rural Mount Vernon, Washington, and attended his first audition while still in his teens for a small part as an Italian ticket agent in Gus Van Sant's "My Own Private Idaho." He landed the role by impersonating a recent Italian immigrant.

Caviezel's upcoming films include "Madison," a true story about an effort to win a Gold Cut hydroplane boat race in Madison, Indiana; "The Count of Monte Cristo," and "Angel Eyes," a psychological drama in which he stars opposite Jennifer Lopez.

JON BON JOVI (Ricki) has appeared in such films as "Moonlight and Valentino," "The Leading Man," "Little City," "Homegrown," "No Looking Back," "Row Your Boat" and the hit thriller "U-571."

As lead singer and namesake of the internationally popular rock group Bon Jovi, he has sold more than 80 million albus worldwide. In addition, he has recorded two solo albums. He won the Golden Globe Award and earned an Oscar nomination for his song "Blaze of Glory" from the film "Young Guns 2."

ANGIE DICKINSON (Grace) came to Hollywood from Kulm, North Dakota. She studied at Immaculate Heart College and Glendale College. After winning a beauty contest, she played bit parts and small roles until 1959, when Howard Hawks gave her the female lead in his "Rio Bravo." Since then, she has appeared in numerous motion pictures, among them "China Gate," "The Killers," "Ocean's Eleven," "Point Blank," "The Chase," "Dressed to Kill," "Even Cowgirls Get the Blues," "Sabrina" and the upcoming film "Duets," opposite Gwyneth Paltrow.

A popular star on television, Ms. Dickinson spent four seasons starring as the iconic Pepper in the wildly popular TV series "Police Woman," and has appeared in such mini-series as "Wild Palms," "Hollywood Wives," "Pearl" and "Remembrance."

ABOUT THE FILMMAKERS

Most recently, MIMI LEDER (Director) directed "Deep Impact," which grossed more than $350 million worldwide, making it one of 1998's most profitable films. Her first film, "The Peacemaker," starring George Clooney and Nicole Kidnian, was Dreamworks' first theatrical release. Leder came to feature films after distinguishing herself as one of television's most versatile and accomplished producer-directors. In 1995, she received an Emmy Award for directing the powerfull and critically acclaimed "Love's Labor Lost" episode of "ER." Her work on "ER" - as a director and co-executive producer - earned her a second Emmy and three Directors Guild of America nominations for Best Direction of a Dramatic Series.

She began her directing career on "L.A. Law" and went on to direct several other Emmy Award-winning dramatic series, including "China Beach," where she also served as producer for two seasons, which earned her four more Emmy nominations.

Leder has also directed numerous television films and pilots. Prior to producing and directing, she was a script supervisor for six years on telefilms and the series "Hill Street Blues." She has the distinction of being the first woman cinematographer accepted to study at the American Film Institute.

Producers PETER ABRAMS and ROBERT LEVY recently produced the hit teen film "She's All That," starring Freddie Prinze, Jr., and Rachael Leigh Cook, and are the producers on the forthcoming romantic comedies "The" Wedding Planner," starring Jennifer Lopez and Matthew McConaughey, and "Serendipity," starring John Cusack and Kate Beekinsale.

Abrams and Levy, along with Tapestry Films partner J.P. Guerin, also produced Walt Disney Pictures' "A Kid in King Arthur's Court," as well as "A Kid in Aladdin's Court" for the Disney Channel. In addition, Levy and Abrams's producing credits include "Point Break," "Full Eclipse," "Warlock: Armageddon," "The Killing Time" and 'Kid." They also served as executive producers on "Tangled," "The Last Time I Committed Suicide," "Denial," "Swing," "Black and White," "Dark Tide" and "Payback."

As part of the "Broadway on Showtime" series, Abrams produced "A Talent for Murder," starring Sir Laurence Olivier and Angela Lansbury. Levy also executive produced the phenomenally popular "Smokey and the Bandit," which was based on his original screenplay.

STEVEN REUTHER (Producer) is the Chairman and Chief Executive Officer of Bel-Air Entertainment. Most recently, he was executive producer of "The Replacements," starring Keanu Reeves and Gene Hackman. Reuther is producer of the forthcoming films "Sweet November," directed by Pat O'Connor and starring Keanu Reeves and Charlize Theron. He is also executive producer of the upcoming "Proof of -Life," starring Meg Ryan and Russell Crowe; and the action thriller "Collateral Damage," starring Arnold Schwarzenegger and directed by Andrew Davis.

Reuther has long been associated with Warner Bros. Pictures, and headed New Regency productions. In 1989, as President of the company, he producer the blockbuster "Pretty Woman." He also produced such films as "The Mambo Kings," "Sommersby" and "Boys on the Side." Additionally, while at New Regency, Reuther executive produced or oversaw a number of acclaimed and successful films, among them "Falling Down," starring Michael Douglas, as well as the Oliver Stone films, "Natural Born Killers" and "JFK." As President & CEO of Douglas/Reuther Productions from 1994-97, Reuther produced "The Rainmaker" and executive produced "Face/Off" and "The Ghost and the Darkness."

Reuther began his entertainment career as an agent at the William Monis Ageney in 1974, representing several distinguished actors and directors. In 1982 he joined Galactic Films as Vice President, Production, serving as associate producer of Adrian Lyne's hit "9 1/2 Weeks." Reuther became Vice President, Production, first at RKO Pictures from 1984-86, and then at Vestron Pictures from 1986-89 where he executive produced the timeless favorite "Dirty Dancing," among other films.

Reuther established Bel-Air Entertainment in January 1998, serving as president and CEO of the new production entity.

LESLIE DIXON (Screenplay) is a native San Franciscan who mustered up the bad taste to move to Los Angeles to pursue a screenwriting career. Her second script became the hit "Outrageous Fortune," starring Bette Midler and Shelley Long." Subsequent credits include "Overboard," "Mrs. Doubtfire" and "The Thomas Crown Affair" (1999). She is married and has a four year-old son.

Executive producer MARY McLAGLEN co-produced "The Client," "Sommersby" and "That Night" for New Regency Films. She also executive produced, along with Sandra Bullock, the films "Hope Floats" and "Practical Magic."

JONATHAN TREISMAN (Executive Producer) began Flatiron Films in 1996 with the goal of optioning the film rights to novels, screenplays, articles and other properties, and to set them up as feature film projects within the major studios.

Prior to becoming a filmmaker, Treisman graduated from University of Colorado~ Boulder in 1992 and received a B.A. in Communications. He spent four years working at Walt Disney Pictures, which included working directly for the President of Walt Disney Pictures. At Disney, Treisman worked on such films as "101 Dalmatians" and "George of the Jungle."

When Treisman left Walt Disney Studios he produced two multi-award-winning short films: "The Last Mistress" and "Puppies For Sale," starring Academy Awardwinning actor, Jack Lemmon.

In addition to optioning Catherine Ryan Hyde's then-unpublished novel, Pay It Forward, Treisman is also producing the next two films based on Catherine Ryan Hyde's unpublished manuscripts, Walter's Purple Heart and Electric God. Both of these novels will be published by Simon & Schuster. He is also on the Board of Trustees of Catherine Ryan Hyde's Pay It Forward Foundation which develops youth community service projects. He was recently named one of Variety's "50 Creatives To Watch."

Additional projects include Steven Dietz's Kennedy Center Award-winning play, "Still Life With Iris," which he has set up as a children's animated feature film at Sony Pictures Family Entertainment; as well as "The Devil's Music," "Johnny On the Spot" and "Squirrelly Girly."

THOMAS NEWMAN (Composer) moves effortlessly from drama ("The Shawshank Redemption," "The Horse Whisperer," "Erin Brockovich") to sharp satire ("The Player") to period classics ("Little Women"), building on an amazing family tradition in Hollywood. Newman has received four Oscar nominations for his film work. He was the only double nominee in 1994's Oscar race, receiving nominations for both "Little Women" and "The Shawshank Redemption," and the following year for his score for Diane Keaton's off-beat comedy "Unstrung Heroes."

In 1999, Newman scored two outstanding films: "The Green Mile," his second collaboration with director Frank Darabont, and the critically-acclaimed "American Beauty," starring Kevin Spacey and Annette Bening, for which he received his fourth Oscar nomination.

Since the beginning of sound film, the Newman name has been an integral part of the evolution of film scoring. Thomas Newman is the youngest son of the legendary Alfred Newman, a nine-time Oscar winner and 45-time nominee, who as musical director of 20th Century Fox from the mid-30s to the early '60s was responsible for overseeing or writing all the music created for over 200 Fox films. Alfred's brother Lionel succeeded him as Fox music director, winning an Oscar for "Hello, Dolly!" and overseeing the studio's scoring into the 1980's. Thomas Newman's cousin, Randy Newman, has also achieved fame in both pop and film scoring ("The Natural"), and brother David is also a busy film composer ("The War Of the Roses").

Newman studied composition and orchestration at USC with professors Frederick Lesemaun and noted film composer David Raksin, and privately with composer George Tremblay; he completed his academic work at Yale, studying with Jacob Druckman, Bruce MacCombie and Robert Moore.

Newman's reputation for originality and for intensifying mood and character grew rapidly with such films as Ron Howard's comedy "Gung Ho"; "Desperately Seeking Susan"; "The Lost Boys"; the Best Picture-nominated "Scent Of A Woman"; "The Rapture"; the acclaimed cable movie "Citizen Cohn," and over 20 other major titles. Newman's recent film scores include "Erin Brockovich," "Meet Joe Black," "Up Close And Personal," "Phenomenon," "American Buffalo" (the film version of David Mamet's award-winning play), "The People vs. Larry Flynt" and "Oscar & Lucinda."

Director of Photography OLIVER STAPLETON, B.S.C., most recently shot the David Mamet film "State and Main." He has photographed a broad spectrum of critically-hailed, influential films, including "The Cider House Rules," his first collaboration with director Lasse Hallstrom. He has teamed with filmmaker Stephen Frears eight times, beginning with the seminal film "My Beautiful Launderette." He followed this with Frears's "Prick Up Your Ears," "Sammy and Rosie Get Laid," "The Grifters," "Hero," "The Snapper," "The Van" and "The Hi-Lo Country." Stapleton has also worked with director Michael Hoffman on four occasions: on "A Midsummer's Night Dream"; the romantic comedy "One Fine Day"; the Oscar-winning epic "Restoration," and "Restless Natives," which marked Stapleton's feature debut as a cinematographer. Additional film credits include "The Object of My Affection," "The Designated Mourner," "Kansas City," "Let Him Have It," "She-Devil" and "Danny - The Champion of the World;" which garnered a CableACE Award nomination.

He worked with Julian Temple on the 50s musical "Absolute Beginners" and on the sci-fi comedy "Earth Girls Are Easy," earning an Independent Spirit Award nomination for the latter. He also shot the farcical feature "The Secret Policeman's Other Ball," which Temple co-directed with Roger Graef.

Stapleton began his career shooting music videos and won an MTV Video Award for Best Cinematography for his work with the band A-Ha, on the groundbreaking video for "Take Me On."

LESLIE DILLEY (Production Designer) most recently designed the upcoming film "Men of Honor," starring Robert De Niro and Cuba Gooding, Jr. He is currently working on the Martin Lawrence film "Black Knight." Dilley's credits include "Inspector Gadget," "Deep Impact," "The Peacemaker," "Diabolique," "How To Make an American Quilt," "Casper," "Monkey Trouble," "Honey, I Blew Up the Kid," "The Distinguished Gentleman," "Guilty By Suspicion," "What About Bob?," "The Abyss," "Legend," "Bad Medicine," "Never Say Never Again," and "Alien."

As an art director Dilley's credits include "An American Werewolf in London," "Raiders of the Lost Ark," "The Empire Strikes Back," "Superman" and "Star Wars." Dilley has earned 5 Academy Award nominations. He has won two Academy Awards for Best Art Direction-Set, one for "Raiders of the Lost Ark" and one for "Star Wars."

DAVID ROSENBLOOM, A.C.E. (Editor) previously edited Mimi Leder's blockbuster hits "Deep Impact" and "The Peacemaker."

Rosenbloom's credits also include three films with director Gregory Hoblit, the recent "Frequency," as well as Amblin Entertainment's "Class of'61" and the hit feature film, "Primal Fear"; as well as four projects with direetor David Anspaugh - "Moonlight and Valentino," "Rudy," "Fresh Horses" and the telefilm "In the Company of Darkness"; and Michael Mann's "The Insider"; Joshua Brand's "A Pyromaniac's Love Story"; William Friedkin's "Blue Chips" (shared credit with Augie Hess and Robert K. Lambert) and John Flynn's "Best Seller."

In addition to "Class of'61," Rosenbloom's work for television includes the series pilots for "I'll Fly Away," "Equal Justice" and "Miami Vice," as well as the telefilm "Do You Remember Love?" He has also directed episodes of "NYPD Blue," "Melrose Place" and "Hill Street Blues"