Presents

A Magnolia Pictures Release

Robert De Niro

WHAT JUST HAPPENED

A Barry Levinson Film110 minutes, Rated R

Distributor Contact: Press Contact NY/Nat’l: Press Contact LA/Nat’l:Jeff Reichert Tom Piechura Irina VaysmanMatt Cowal 42 West 42 WestMagnolia Pictures 220 West 42nd Street 11400 W. Olympic Blvd. 49 W. 27th St., 7th Floor 12 Floor Suite 100New York, NY 10001 New York, NY 10036 Los Angeles, CA 90064(212) 924-6701 phone (212) 277-7555 (646) 649-9495(212) 924-6742 fax (212) 277-7550 Irina.vaysman@42west.net publicity@magpictures.com Tom.Piechura@42West.net

SYNOPSISWhat Just Happened is a winningly sharp comedy about two nail-biting, back-stabbing, roller-coaster weeks in the world of a middle-aged Hollywood producer -- as he tries to juggle an actual life with an outrageous series of crises in his day job.

Academy Award® winning director Barry Levinson reunites with Academy Award® winning actor Robert De Niro and leading producer Art Linson, who wrote the screenplay based on his bestselling memoir. They all join with an all-star cast in this rollicking, shrewd tale of a man besieged by people who want him to be all sorts of things -- a money maker, an ego buster, a bad news breaker, an artistic champion, a loyal husband, an all-knowing father, not to mention sexy, youthful and tuned-in – everything except for the one thing he and all the preposterously behaved people he’s surrounded by really are: bumbling human beings just trying to survive by any means necessary.

Ben (DE NIRO) is already in over his head trying to balance the tug-of-war of having two ex-wives and two different families with his latest business venture – the boldly “visionary” movie Fiercely starring Sean Penn (SEAN PENN) – when everything that can go wrong goes completely screwy.

Fiercely looks like an audience-offending flop which draws the ire of iron-gloved studio chief Lou (CATHERINE KEENER), who forces him into tangling with the film’s rebellious and drug-addled director Jeremy (MICHAEL WINCOTT). Meanwhile, he’s confused and bewitched by his ex Kelly (ROBIN WRIGHT PENN) who can’t make up her mind about him; shocked by his daughter Zoe (KRISTEN STEWART), who seems to have grown up overnight; infuriated by his screenwriter friend Scott (STANLEY TUCCI) who’s trying to make a deal with him while making moves on his former wife; horrified by a hirsute Bruce Willis (BRUCE WILLIS) and flummoxed by Willis’ nebbishy agent Dick (JOHN TURTURRO), who’s scared to death of his own clients.

Somehow amidst all the madness, treachery, deceit, runaway egos, rampant commercialism, personal politics and atrocious behavior of America’s dream-making machinery, Ben has to find a way not just to make it to Cannes with a finished film, but to cope . . .

What Just Happened is based on the acclaimed, bestselling memoir by veteran Hollywood producer Art Linson, who wrote the screenplay and produced the film with Robert De Niro and Jane Rosenthal. The executive producers are Todd Wagner and Mark Cuban.

The behind-the-scenes team includes cinematographer Stéphane Fontaine (Talk To Me, The Beat My Heart Skipped), editor Hank Corwin (The New World), production designer Stefania Cella (Man of the Year) and composer Marcelo Zarvos (The Good Shepherd). The film is set to a soundtrack that mixes the classic cinematic sounds of Ennio Morricone with the songs of Nick Drake, Citizen Cope, Dire Straits, Bebel Gilberto and Nina Simone, among others.

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ABOUT THE FILM

“Let’s face it, time was running out. In fact, the sand in the hourglass was hemorrhaging. For me, producing movies had become an

increasingly farfetched affair. And in this town where “new” is best, I could feel that black hole of Hollywood purgatory waiting for me.”

-- Art Linson, What Just Happened: Bitter Hollywood Tales From the Front Line

Part outrageous comedy, part compelling portrait of a man trapped in a middle-aged muddle of his own making and part uncensored exposé of Hollywood’s high rollers and deal makers, What Just Happened began with real life – the real life of the film’s producer Art Linson. Linson has produced some of the most memorable films in recent Hollywood history -- ranging from The Untouchables and Fast Times at Ridgemont High to Fight Club and last year’s acclaimed Into The Wild. Then in 2002, he published a bestselling memoir, What Just Happened: Bitter Hollywood Tales From the Front Line – a vividly honest, razor-sharp and often hilarious retelling of some of the wildest power plays, worst ego trips and most excruciating moments he experienced in the back rooms of the movie business.

A few years later, Linson adapted the memoir into a completely fictionalized screenplay featuring a lead character who was, on the one hand, a prototypical product of today’s Hollywood, and on the other, not all that different from a lot of Americans – a man desperately trying to juggle his fractured family with his crazy career without creating a total disaster. While firmly in the tradition of stories that have peeked into the power-and-paranoia-fueled inner sanctum of Hollywood, ranging from The Bad and The Beautiful to The Player to HBO’s popular Entourage, Linson’s screenplay was also a contemporary comedy of manners – appallingly bad manners, that is.

The wry but enticing tone of the script drew the attention of two men who had previously teamed with Linson: Robert De Niro whose distinguished body of work includes winning two Oscars® for his unforgettable performances in The Godfather Part II and Raging Bull, as well as four additional nominations for Taxi Driver, The Deer Hunter, Awakenings and Cape Fear; and director Barry Levinson, who won the Best Director Oscar® for Rain Man, received a nomination and numerous other awards for Bugsy and garnered three nominations as a screenwriter for And Justice for All, Diner and Avalon. De Niro and Levinson last worked together on the acclaimed political satire Wag the Dog, and De Niro suspected that What Just Happened would appeal to the director’s sensibilities, which have always veered towards sly, humor-filled explorations of human behavior.

“Bob had always encouraged Art to write a screenplay based on his memoirs, and then when Art did, Bob encouraged him to send it to me,” recalls Levinson. “I responded to it because I thought it was very funny but also very real. You read a lot of stories about

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Hollywood that are just straight-ahead spoofs, but as outrageous as this story was, it also reflected very much what the business is actually like. It felt very credible and honest.”

Levinson was especially drawn to the sharply etched character of Ben, who finds himself traversing a kind of Dante’s Inferno of raging egos, unbridled humiliation and familial confusion in just 14 manic days – and both the comedy and the humanity of how he tries to find his way to the other side any which way he can.

“I’m always fascinated by people under extreme pressure and I liked that this story is, at heart, about a man just trying to survive two weeks in hell,” says Levinson. “What really makes Ben so interesting to me, though, is that he’s not just the witness to all this – he’s at least as flawed as everyone around him. He’s no better and no worse than all the people driving him crazy and I didn’t want to make any apologies for his behavior. He is what he is and what we set out to capture is how Ben is just literally intent on finding ways to keep going no matter what happens.”

And yet, as much as Ben might be caught up in Hollywood’s machinations of power, wealth and fame, Levinson also saw him as a very relatable, not to mention achingly human, character of our times. “You hope that by creating a character with such great specificity that it will have universal appeal,” he explains. “And I think Ben is someone who is trying to do things that a lot of people are trying to do: hold his family together while navigating a battlefield.”

He continues: “The nature of film has always been to take audiences into another place, perhaps a place where you might see issues that reflect your own, but it’s still another place outside your reality. There’s a long-standing cinematic sub-genre of looking at Hollywood that way, from Singing in the Rain to Sunset Boulevvard, which have long fascinated audiences. Sure, Ben might be among the rich and famous, but he struggles as much as anyone else, which is what makes him so interesting.”

From the beginning, Levinson also knew that the comedy and the complexity of Ben would be brought to life by Robert De Niro, who not only knew Art Linson very well but had his own wickedly astute take on the character: as a man with a deliciously dark streak of tragedy running through his world of absurdities. “Bob absorbed all the things about Art that he felt might apply – the style of dress, the slight beard, those sorts of visual cues – and then he defined the character himself,” says Levinson.

Adds Linson of De Niro’s performance: “Bob instinctively knew that a man hanging over a ledge in Hollywood is desperately funny and true. He ferociously inhaled that idea and the rest of us followed."

With Linson, De Niro and Levinson all on board, What Just Happened was able to attract a star-studded cast that includes many surprises: Sean Penn playing himself as the self-satisfied star of Ben’s artsy movie Fiercely; Bruce Willis in a bold turn as a bearded, blown-up, brazenly arrogant version of himself as the star who could sink or save Ben’s next movie with a razor; Catherine Keener as the quietly bullying studio exec determined

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to cut her losses; John Turturro as an agent lacking intestinal fortitude in more ways than one; Michael Wincott, sporting a British accent and rock star attitude, as the supposedly visionary director whose violent film goes way beyond the pale; Robin Wright Penn as the indecisive ex-wife with whom Ben is trying in vain to get back together; Kristen Stewart as the 17 year-old daughter whose own Hollywood connections go much deeper than Ben would like to know; and Stanley Tucci as the argyle sock-wearing screenwriter who nearly drives him mad with jealousy.

Levinson says he worked largely intuitively with this highly accomplished ensemble of actors to allow so many comic moments - from Michael Wincott on a pill-popping binge to John Turturro dry heaving all over town to Bruce Willis throwing the mother of all tantrums -- to unfold organically. “There's just a little bit of sleight of hand involved, what I call a 'controlled freedom,' which ensures that no one feels inhibited to try to experiment; yet, at the same there is a strong respect for the structure and characters of the screenplay,” says Levinson.

The performances were so strong that, in several cases, Levinson was inspired to keep the camera rolling in unusually long single takes. This was particularly true for the scene in which Robert De Niro and Robin Wright Penn as Ben and Kelly visit the psychiatrist whose primary goal is to keep the couple happily apart ever after. “Their performance together was so strong that it didn’t need any coverage. It worked as a single shot,” says Levinson.

Similarly, when Ben races back to his office trying to find Bruce Willis while simultaneously taking dueling form his irate ex-wife and his off-the-rails director Jeremy – a scene that goes down the hallway, through the office, and back down the hallway -- the camera stays with him and his frenzied turmoil the whole way. Explains Levinson: “Bob was so on his game and his motor was so tuned to the movie that he drove the whole sequence without any need to build or cut.”

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What Just Happened was shot indie-style in just 33 days, a schedule, which although challenging, only helped to add to the film’s rapid-fire energy and liveliness. To forge the film’s freeway-paced, sun-drenched, L.A.-style look on a shoestring, Barry Levinson brought in a cinematographer with whom he’s never collaborated before: Stéphane Fontaine, whose intense, mood-setting work on the award-winning French crime drama The Beat My Heart Skipped had impressed him.

For What Just Happened Levinson wanted a similarly immediate and lo-fi approach. “I wanted a look that didn’t feel too manicured, that was very direct and organic, and not studied,” explains Levinson. “Stéphane is not only highly adept in terms of working with light, he also serves as his own camera operator and is very, very good at moving with the actors.”

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The visuals of the film turn more playful – imbued with a fast-forwarding sensation – in the many freeway sequences where Ben remains ever attached to his Bluetooth phone, lost in time yet unable to escape the constant motion of the city. For Levinson, these scenes help to set the ineffable tone of life in Los Angeles. “In Los Angeles, whether you’re a producer or anybody else, so much of your life is spent in the car that it becomes an important place,” he notes. “The scenes on the freeway are about the non-stop adrenaline and hypertension of Ben’s life, the idea that he can never really just stop and settle down.”

The frenzy of Ben’s life, however, never spilled over into the focused atmosphere of the production. The shoot certainly offered plenty of potential landmines – especially since it was comically portraying characters in the very same positions as the people making the movie. But Barry Levinson says, in the end, this sharp-edged excavation of his own world went down surprisingly smooth and easy, with blessedly little in the way of the characters’ unabashedly overheated behavior showing up on the set.

He sums up: “We were lucky because everyone involved got very much into the spirit of what we were trying to go and they really went with it and actually . . . .it was a very, very pleasant experience.”

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ABOUT THE CASTROBERT DE NIRO (Ben; Producer) launched his prolific motion picture career in Brian De Palma’s The Wedding Party in 1969. By 1973 De Niro had twice won the New York Film Critics’ Award for Best Supporting Actor in recognition of his critically acclaimed performances in Bang the Drum Slowly and Martin Scorsese’s Mean Streets.

In 1974 De Niro received the Academy Award© for Best Supporting Actor for his portrayal of the young Vito Corleone in The Godfather, Part II. In 1980 he won his second Oscar, as Best Actor, for his extraordinary portrayal of Jake La Motta in Scorsese’s Raging Bull.

De Niro has earned Academy Award© nominations in four additional films: as Travis Bickle in Scorsese’s acclaimed Taxi Driver; as a Vietnam vet in Michael Cimino’s The Deer Hunter; as a catatonic patient brought to life in Penny Marshall’s Awakenings; and in 1992 as Max Cady, an ex-con looking for revenge, in Scorsese’s remake of the 1962 classic Cape Fear.

In addition to What Just Happened, De Niro’s upcoming projects include the crime-drama Righteous Kill, in which he co-stars with Al Pacino and Curtis 50 Cent Jackson.

De Niro’s distinguished body of work also includes performances in Elia Kazan’s The Last Tycoon; Bernardo Bertolucci’s 1900; Ulu Grosbard’s True Confessions and Falling in Love; Sergio Leone’s Once Upon a Time in America; Scorsese’s King of Comedy; New York, New York; Goodfellas; and Casino; Terry Gilliam’s Brazil; Roland Joffe’s The Mission; Brian De Palma’s The Untouchables; Alan Parker’s Angel Heart; Martin Brest’s Midnight Run; David Jones’ Jacknife; Martin Ritt’s Stanley and Iris; Neil Jordan’s We’re No Angels; Ron Howard’s Backdraft; Michael Caton-Jones’ This Boy’s Life; John McNaughton’s Mad Dog and Glory; his directorial debut A Bronx Tale; Kenneth Branagh’s Mary Shelley’s Frankenstein; Michael Mann’s Heat; Barry Levinson’s Sleepers and Wag the Dog; Jerry Zaks’ Marvin’s Room; Tony Scott’s The Fan; James Mangold’s Copland; Alfonso Cuarón’s Great Expectations; Quentin Tarantino’s Jackie Brown; John Frankenheimer’s Ronin; Harold Ramis’ Analyze This and Analyze That; Joel Schumacher’s Flawless; Des McNuff’s Rocky and Bullwinkle; Jay Roach’s, Meet The Parents; George Tillman’s Men of Honor; John Herzfeld’s Fifteen Minutes; Frank Oz’s The Score; Tom Dey’s Showtime; Michael Caton-Jones’ City By The Sea; and Nick Hamm’s Godsend. His most recent works are John Polson’s Hide and Seek; Mary McGuckian’s The Bridge of San Luis Rey; DreamWorks’s Shark Tale and Roach’s Meet the Fockers.

De Niro takes pride in the development of his production company, Tribeca Productions, the Tribeca Film Center, which he founded with Jane Rosenthal in 1988, and the Tribeca Film Festival which he founded with Rosenthal and Craig Hatkoff in 2002 as a response to the attacks on the World Trade Center. Conceived to foster the economic and cultural revitalization of Lower Manhattan through an annual celebration of film, music, and

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culture, the festival’s mission is to promote New York City as a major filmmaking center and help filmmakers reach the broadest possible audience.

Through Tribeca Productions, De Niro develops projects on which he serves in a combination of capacities, including producer, director and actor.

Tribeca’s A Bronx Tale marked De Niro’s directorial debut. Other Tribeca features include The Good Shepherd; Thunderheart; Cape Fear; Mistress; Night and the City; The Night We Never Met; Faithful; Panther; Marvin’s Room; Wag the Dog; Analyze This; Flawless; Rocky and Bullwinkle; Meet the Parents; Fifteen Minutes; Showtime; Analyze That and Meet the Fockers.

In 1992, Tribeca TV was launched with the critically acclaimed series “Tribeca.” De Niro served as one of the series’ executive producers.

In 1998, Tribeca produced a miniseries for NBC, based on the life of Sammy ‘The Bull’ Gravano. Tribeca Productions is headquartered at De Niro’s Tribeca Film Center in the TriBeCa district of New York. The Film Center is a state-of-the-art office building designed for the film and television industry. The eight-story facility features office space, a screening room, banquet hall and restaurant, in addition to a full range of services for entertainment industry professionals.

Academy Award©-winner SEAN PENN (Sean Penn) has become an American film icon in a career spanning nearly three decades. He has been nominated four times for the Academy Award© as Best Actor in Dead Man Walking, Sweet and Lowdown, I Am Sam and most recently won the Oscar in 2003 for his searing performance in Clint Eastwood’s Mystic River.Penn has appeared in over thirty films including Taps, Fast Times at Ridgemont High, The Falcon and the Snowman, At Close Range, Colors, Racing with the Moon, Casualties of War, We’re No Angels, State of Grace, Carlito’s Way, U-Turn, The Thin Red Line, Dead Man Walking (Winner Best Actor /1995 Berlin Film Festival), She’s So Lovely (Winner Best Actor / 1997 Cannes Film Festival), Hurlyburly (Winner Best Actor / 1998 Venice Film Festival), 21 Grams (Winner Best Actor / 2003 Venice Film Festival), The Interpreter and most recently All the King’s Men. Penn's feature film directorial debut came with 1991’s The Indian Runner, which he also wrote and produced.  In 1995, he directed The Crossing Guard, which he also wrote and produced.  His third film as director/producer was 2001’s The Pledge starring Jack Nicholson and was named in the Top Ten Films of 2001 by The National Board of Review.  Since then, Penn wrote and directed the United States’ contribution to the compilation film 11'09"01.  This important project gathered 11 acclaimed directors from around the world to create short films in response to the horrific events of September 11, 2001.  In 2003 the film was nominated for a French Cesar in the best European Union Film category and received a special recognition award from the National Board of Review.   

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Penn has appeared on stage in productions including Alfred Hayes’ Girl on the Via Flaminia and Albert Innaurato’s Earthworms in Los Angeles. On Broadway, Penn performed in Kevin Heelan’s “Heartland” and John Byrne’s “Slab Boys.”  He appeared in David Rabe’s “Hurlyburly,” at the Westwood Playhouse, and “Goose and Tom Tom,” at Lincoln Center, both productions directed by the author.  Most recently, Penn starred opposite Nick Nolte and Woody Harrelson in “The Late Henry Moss,” written and directed by Pulitzer Prize-winning writer Sam Shepard.

In 2002, Sean Penn was presented with the Modern Master Award at the Santa Barbara International Film Festival, and in 2003, became the youngest ever recipient of the Donostia Lifetime Achievement Award from the San Sebastian Film Festival. Additionally, in 2004, he received the John Steinbeck Award for outspoken torch-bearers in the creative arts. As a journalist, Penn has written for Time, Interview, and Rolling Stone magazines. In 2004, Penn wrote a two-part feature in The San Francisco Chronicle after a second visit to the war-torn Iraq. In 2005, he wrote a five-part feature in the same paper, reporting from Iran during the election, which led to the Ahmadinejad regime.As writer, producer and director, Sean Penn's latest work is Into the Wild, which opened to rave reviews and has won numerous awards since its release in September 2007. The film, based on Jon Krakauer's best-selling non-fiction book, premiered at the Telluride and Toronto Film Festivals and has already garnered Penn with the ‘Director of the Year’ from the Palm Springs Film Festival as well as appearing on many lists of the top ten films of 2007.

CATHERINE KEENER (Lou) recently starred in Sean Penn’s acclaimed Into the Wild. Upcoming films include Michael Winterbottom’s Genova, opposite Colin Firth and Hope Davis and Synechdoche, directed by Charlie Kaufman. Additional film credits include Capote, for which she was nominated for an Academy Award©, An American Crime, The 40-Year-Old Virgin, The Interpreter, The Ballad of Jack and Rose, Your Friends and Neighbors, Simpatico and Simone. In addition, she has appeared in four films by Tom DiCillo, including Johnny Suede, Living in Oblivion, Box of Moonlight and The Real Blonde. She has appeared in three films directed by Nicole Holofcener, Walking and Talking, Lovely & Amazing, and Friends with Money; two films for Steven Soderbergh, Full Frontal and Out of Sight; and three films for Spike Jonze, including Being John Malkovich, for which she also received an Academy Award© nomination, Adaptation and the forthcoming Where the Wild Things Are, an adaptation of the classic Maurice Sendak children’s story.

JOHN TURTURRO (Dick Bell) studied at the Yale School of Drama and for his theatrical debut created the title role of John Patrick Shanley’s “Danny and the Deep Blue Sea,” for which he won an OBIE Award and a Theater World Award. Since then he has

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performed on stage in “Italian American Reconciliation,” “La Puta Vida,” “The Bald Soprana,” “Waiting for Godot,” in the title role of Brecht’s “The Resistible Rise of Arturo UI,” “Yasmina Reza’s Life Z 3” and in Eduardo De Filippo’s “Souls of Naples,” for which he was nominated for a Drama Desk Award. Most recently, he directed Reza’s “A Spanish Play” at CSC.

For his work on television, Turturro was nominated for a SAG award for his portrayal of Howard Cosell in Monday Night Mayhem, and won an Emmy Award for his guest appearance on Monk. He appeared in the miniseries The Bronx is Burning, in which he portrayed the Yankee skipper, Billy Martin.

Turturro has performed in more than sixty films, including Martin Scorcese’s The Color of Money; Tony Bill’s Five Corners; Spike Lee’s Do the Right Thing, Mo’ Better Blues and Jungle Fever; Robert Redford’s Quiz Show; Peter Weir’s Fearless; Tom DiCillo’s Box of Moonlight; Francesco Rosi’s La Tregua; Allison Anders’ Grace of My Heart; Tim Robbins’ Cradle Will Rock; Robert DeNiro’s The Good Shepherd; and Joel and Ethan Coen’s Miller’s Crossing, The Big Lebowski and O Brother, Where Art Thou?. For his lead role in the Coen Brothers’ Barton Fink, he won the Best Actor Award at the Cannes Film Festival and the David D. Donatello Award. Other films include The Luzhin Defense, Mr. Deeds and Brain Donors.

For his directorial debut, Mac, Turturro won the Camera D'Or from the Cannes Film Festival. He is also the director of Illuminata and Romance and Cigarettes..

In 2007, Turturro appeared in Michael Bay’s Transformers, Anthony Hopkins’ Slipstream, and Noah Baumbach’s Margot at the Wedding.

Turturro is a graduate of the Yale School of Drama and SUNY New Paltz.

ROBIN WRIGHT PENN (Kelly) made her debut in Rob Reiner's cult classic The Princess Bride, and has since become one of cinema's most acclaimed actors.

Wright Penn has received many kudos for her outstanding performances over the years.  Two of her first nominations, a Golden Globe and Screen Actors Guild, came in 1995 for her unforgettable role as 'Jenny' opposite Tom Hanks in Robert Zemeckis' Best Picture Oscar® winner Forrest Gump. She earned her second Screen Actors Guild nomination for Best Lead Actress in Nick Cassavetes' She’s So Lovely, and her third nomination for Best Actress in a Television Movie or Miniseries in Fred Schepisi's Empire Falls. She has received three Independent Spirit nominations for her performances in Erin Dingman's Loved opposite William Hurt; Rodrigo Garcia's ensemble Nine Lives and Jeff Stanzler's Sorry, Haters. Additionally, Wright Penn starred in and served as an executive producer on Deborah Kampmeier's Virgin, which received an Independent Spirit nomination for Best First Feature (under $500,000) aka the John Cassavetes Award.

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Other film credits include Keith Gordon’s The Singing Detective opposite Robert Downey Jr.; Peter Kosminsky’s White Oleander with Alison Lohman; Anthony Drazan’s Hurlyburly starring Kevin Spacey; Sean Penn’s The Pledge opposite Jack Nicholson; Luis Mandoki’s Message in a Bottle co-starring Kevin Costner and Paul Newman; M. Night Shyamalan’s Unbreakable, which starred Bruce Willis and Samuel L. Jackson; Pen Densham’s Moll Flanders with Morgan Freeman; and Barry Levinson’s Toys opposite Robin Williams. Most recently, Wright Penn appeared in the short film Room 10 directed by Jennifer Aniston for Glamour magazine’s Reel Women Film Series. 

Wright Penn most recently starred in Anthony Minghella’s Breaking and Entering opposite Jude Law; and co-starred in Deborah Kampmeier’s Hounddog opposite Dakota Fanning, which she executive-produced and premiered at the 2007 Sundance Film Festival. Wright Penn can currently be seen in Robert Zemeckis’ Beowulf, the motion capture animated film which also features Anthony Hopkins and Angelina Jolie.

STANLEY TUCCI (Scott Solomon) has appeared in over 50 films and countless television shows. In the past few years he has appeared in films such as The Terminal, The Life and Death of Peter Sellers and Road to Perdition. He is no stranger to the theater; and has appeared in over a dozen plays, on and off Broadway.Recently, he starred in the Golden Globe-nominated film The Devil Wears Prada, alongside Meryl Streep and Anne Hathaway.  And after seven years, Tucci returned to directing, with the Theo Van Gogh remake that Tucci also wrote, Blind Date, in which he also starred. Upcoming films include Swing Vote with Kevin Costner and Dennis Hopper and Kit Kittredge: An American Girl, with Abigail Breslin and Joan Cusack. Currently, Tucci is filming Peter Jackson’s The Lovely Bones, opposite Mark Wahlberg and Susan Sarandon. In addition to his accomplishments in movies this year, his appearance on this season’s Monk, received critical attention as well as an Emmy award in the category of Outstanding Guest Actor in a Comedy Series. Tucci lent his voice to Fox Animation’s feature Robots, released in March 2005. In The Life and Death of Peter Sellers, Tucci played the role of renowned director Stanley Kubrick. The Stephen Hopkins drama premiered on HBO in December of 2004, starred Stephen Fry, John Lithgow and Miriam Margolyes and tied for the most Emmy nominations with 16 bids. Tucci starred opposite Richard Gere and Jennifer Lopez in the romantic comedy Shall We Dance, directed by Peter Chesholm and in James Redford’s film Spin, with Dana Delany and Ruben Blades. Tucci also worked alongside Tom Hanks in Steven Spielberg’s The Terminal. Other film credits include Barry Sonnenfeld’s Big Trouble, Edward Burns’ The Sidewalks of New York and America’s Sweethearts, opposite Julia Roberts, John Cusack, Catherine Zeta-Jones and Billy Crystal. He also appeared alongside Kenneth Branagh and Colin Firth in the highly acclaimed HBO drama, Conspiracy, for which Tucci earned both an Emmy and Golden Globe nomination for Best Supporting Actor in a Made-for-TV-Movie or Miniseries.  He also received a Golden Globe, as well as an Emmy Award for his portrayal of Walter Winchell, a founder of American gossip, in the HBO original film, Winchell. Additional movie credits include Deconstructing Harry, A Mid-Summer Night’s Dream, The Alarmist, A Life Less Ordinary, The Daytripper, Kiss of Death, Mrs.

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Parker and the Vicious Circle, It Could Happen to You, The Pelican Brief, Prelude to a Kiss, Billy Bathgate, In the Soup and Slaves of New York.

Tucci is also a prolific writer, producer and director. He directed USA Films’ Joe Gould’s Secret, which starred Ian Holm as bohemian writer Joe Gold and Tucci as Joseph Mitchell, the famed New Yorker writer. Big Night, Tucci’s first effort as co-director, co-screenwriter and actor on the same film, earned him numerous accolades, including the Waldo Salt Screenwriting Award at the 1996 Sundance Film Festival, a recognition of Excellence by the National Board of Review, an Independent Spirit Award, The Critics Prize at the 1996 Deauville Film Festival and honors from the New York Film Critics and the Boston Society of Film Critics. Tucci’s film The Imposters, which he wrote, directed, co-produced and starred, was an Official Selection at the 1998 Cannes Film Festival and was acquired by Fox Searchlight Pictures later that year.  The 1930’s farce starred Tucci and Oliver Platt as a pair of out-of-work actors who find themselves aboard a cruise ship passengered by Steve Buscemi, Billy Connolly, Alfred Molina, Lili Taylor and Hope Davis.

MICHAEL WINCOTT (Jeremy Brunell)Michael Wincott has appeared in such films as THE ASSASSINATION OR RICHARD NIXON, BEFORE NIGHT FALLS, GUNSHY, BASQUIAT, DEAD MAN, THE CROW, 1492, ROMEO IS BLEEDING and TALK RADIO.  He created the role of Stubbs in Sam Shepard's “States of Shock” produced at The American Place Theater N.Y.C. and the role of Kent in Eric Bogosian's “Talk Radio” at Joseph Papp's Public Theater.  Deepest gratitude to Sean Penn for this one.

KRISTEN STEWART (Zoe) recently appeared in Sean Penn’s acclaimed Into the Wild. She was introduced to worldwide audiences via her outstanding performance opposite Jodie Foster in Panic Room. Upcoming for Stewart is Adventureland, opposite Ryan Reynolds for director Greg Mottola; a starring role The Cake Eaters, for director Mary Stuart Masterson; and the independent film The Yellow Handkerchief, alongside William Hurt and Maria Bello. Other film credits include In the Land of Women, The Messengers, Zathura, Speak, Fierce People, Catch That Kid, Undertow, Cold Creek Manor and The Safety of Objects.

BRUCE WILLIS (Bruce Willis) has demonstrated incredible versatility in a career that has included such diverse characterization as the prizefighter in Quentin Tarantino’s Pulp Fiction, the philandering contractor in Robert Benton’s Nobody’s Fool, the heroic time traveler in Terry Gilliam’s Twelve Monkeys, the traumatized Vietnam veteran in Norman Jewison’s In Country, the compassionate child psychologist in M. Night Shyamalan’s Oscar-nominated The Sixth Sense (for which he won the People’s Choice Award) and his signature role, Detective John McClane, in the Die Hard franchise. 

Willis, whose recent films include this summer’s blockbuster hit Live Free, Die Hard, Alpha Dog, Perfect Strangers and Over the Hedge, has just completed production on the

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feature film The Sophomore  and will soon begin shooting the sci-fi thriller The Surrogates.

Following studies in Montclair State College’s prestigious theater program, the New Jersey native honed his craft in several stage plays and countless television commercials, before landing the leading role in Sam Shepard’s 1984 stage drama “Fool for Love,” a run which lasted for 100 performances off-Broadway. 

Willis achieved international stardom and garnered several acting awards (including an Emmy and a Golden Globe) for his starring role as private eye David Addison in the hit TV series “Moonlighting,” a role that he won over 3,000 other contenders.  He made his motion picture debut opposite Kim Basinger in Blake Edwards’ romantic comedy Blind Date.  In 1988, he originated the role of John McClane in the blockbuster Die Hard.  He reprised the character in three sequels, Die Hard 2: Die Harderl Die Hard with A Vengeance, 1995’s global box office champ; and this summer’s Live Free or Die Hard. 

His wide array of film roles includes collaborations with such respected filmmakers as Michael Bay (Armageddon), M. Night Shyamalan (The Sixth Sense and Unbreakable), Alan Rudolph (Mortal Thoughts, Breakfast of Champions), Walter Hill (Last Man Standing), Robert Benton (Billy Bathgate, Nobody’s Fool,), Rob Reiner (The Story of Us), Ed Zwick (The Siege), Luc Besson (The Fifth Element), Barry Levinson (Bandits), Robert Zemeckis (Death Becomes Her) and Antoine Fuqua (Tears of the Sun). 

Other motion picture credits include The Jackal, Mercury Rising, The Whole Nine Yards (and its sequel The Whole Ten Yards), Hostage, Sin City, 16 Blocks, Lucky Number Slevin and Disney’s The Kid.  He also voiced the characters of the wise-cracking infant, Mikey, in Look Who’s Talking and Look Who’s Talking Too and Spike in the animated Rugrats Go Wild!

Willis also maintains a hand in the theater.  In 1997, he co-founded A Company of Fools, a non-profit theater troupe committed to developing and sustaining stage work in the Wood River Valley of Idaho, and throughout the U.S.  He starred in and directed a staging of Sam Shepard’s dark comedy “True West” at the Liberty Theater in Hailey, Idaho.  The play, which depicts the troubled relationship between two brothers, was aired on Showtime and dedicated to Willis’ late brother Robert.

An accomplished musician, Willis recorded the 1986 Motown album “The Return of Bruno,” which went platinum and contained the #5 Billboard hit “Respect Yourself.”  Three years later, he recorded a second album “If It Don’t Kill You, It Just Makes You Stronger.”  Last year, he launched a U.S. club tour with his musical group Bruce Willis and the Blues Band.

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ABOUT THE FILMMAKERS

Academy Award©-winning director, screenwriter and producer BARRY LEVINSON (Director) has crafted an enviable reputation as a filmmaker who blends literate and intelligent visions into films. He was awarded the 1988 Best Director Oscar for the multiple Academy Award©-winning Rain Man, starring Dustin Hoffman and Tom Cruise. In 1991 Bugsy, directed and produced by Levinson, was nominated for ten Academy Award©s including Best Picture and Best Director. As a screenwriter, Levinson has received three Oscar nominations for …And Justice for All (1979), Diner (1982) and Avalon (1990). Other iconic films, from Good Morning Vietnam (1987) to A Perfect Storm (2000), have been hugely popular at the box office.

Born and raised in Baltimore, Maryland, Levinson has used his hometown as the setting for four widely praised features: Diner, the semi-autobiographical comedy/drama that marked his directorial debut; Tin Men starring Danny DeVito and Richard Dreyfuss as warring aluminum siding salesmen; Avalon, in which his native city takes center stage through the recollections of an immigrant family; and Liberty Heights, a humorous and touching drama that captures the spirit of change in Baltimore circa 1954, addressing issues of race, class and religion.

After attending American University in Washington, D.C., Levinson moved to Los Angeles, where he began acting as well as writing and performing comedy routines. He went on to write several television variety shows including “The Marty Feldman Comedy Machine,” which originated in England, “The Tim Conway Show” and “The Carol Burnett Show.” A meeting with Mel Brooks led him to collaborate with the veteran comedian on the features Silent Movie and High Anxiety, which features his film acting debut.

Levinson returned to Baltimore to film the television series “Homicide: Life on the Street.” His work on this critically acclaimed NBC drama earned him an Emmy for Best Individual Director of a Drama Series. The series received three Peabody Awards, two Writers Guild Awards and an Excellence in Quality Television Founders Award for the 1994 and 1995 seasons. Among other accolades, Levinson and his partner Tom Fontana also received the 1999 Humanitas Award for the “Homicide: Life on the Street” episode titled “Shades of Gray.”

His feature Sleepers (1996), a film based on the best-selling book by Lorenzo Carcaterra, starring Robert DeNiro, Brad Pitt, Jason Patric, Kevin Bacon and Dustin Hoffman,

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garnered critical acclaim and box office success. The close of 1997 saw Levinson at his most prolific, releasing two films nearly back to back, Wag the Dog and Sphere. Wag the Dog, a political satire written by Hilary Henkin and David Mamet, was nominated for two Academy Award©s. Sphere (1998), a science-fiction film adapted from the Michael Crichton novel, stars Sharon Stone, Samuel L. Jackson, and marks Levinson’s fourth collaboration with Dustin Hoffman.

Levinson partnered with Paula Weinstein, forming Baltimore/Spring Creek Pictures. Together they produced Analyze This (1999), a comedy starring Robert De Niro and Billy Crystal, which opened to instant box office success. Levinson became one of Variety’s “Billion Dollar Directors,” as well as ShoWest’s “Director of the Year” in 1998.

In February 1999, Levinson was honored with a Creative Achievement Award by the 13th Annual American Comedy Awards. Later that year, American University conferred upon Levinson the Doctor of Fine Arts, honoris causa, for his distinguished work in the field of communications and his defining impact on the motion picture and television industry. Levinson was also honored for his commitment to the craft of filmmaking, his dedication to telling insightful stories, his exquisite sensitivity to the details of life as we live it, and his gifts and accomplishments as a director.

Levinson produces films through his production company Baltimore Pictures, Inc. Such critically acclaimed releases include Quiz Show, Donnie Brasco, and The Second Civil War (HBO). In 2000 came the release of An Everlasting Piece, a story about two hairpiece salesmen in Northern Ireland, one Protestant and one Catholic. Filmed entirely on location in Ireland with an Irish cast and crew, Levinson once again tackled a serious issue with his trademark wit and humor.

Bandits, a romantic comedy starring Bruce Willis, Billy Bob Thornton and Cate Blanchett, opened in 2001. In February 2002, Levinson received the ACE Golden Eddie Filmmaker of the year award honoring his filmmaking career. The following year he published his first novel, “Sixty-Six.”

Barry Levinson and Tom Fontana, under the banner of the Levinson/Fontana Company, executive produced the critically acclaimed HBO television series “Oz” that aired for six seasons from 1998 through 2003.

With the release of the dramatic comedy Man of the Year by Universal Studios in October 2006, Levinson returned to the theme of politics, while re-teaming with his Good Morning, Vietnam star Robin Williams. The film was written and directed by Levinson, and Williams plays a late-night political talk show host who runs for president and wins because of a computer voting system glitch. The film co-stars Christopher Walken, Laura Linney, Lewis Black and Jeff Goldblum.

In 2007 Levinson lent his voice to the character of Martin Benson in Jerry Seinfeld’s Bee Movie, marking a return of sorts to the other side of the camera. What Just Happened, reteams Levinson with Robert De Niro.

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ART LINSON (Writer/Producer) has distinguished himself in Hollywood by developing scripts and stories that attract the highest-caliber talent, resulting in some of the most admired and successful motion pictures of the last two decades.

Linson’s producing credits range from such commercial and critical hits as The Untouchables (winner of the Academy Award© for Best Supporting Actor Sean Connery), Heat (starring Robert De Niro and Al Pacino), Fast Times at Ridgemont High (starring Sean Penn), Car Wash and Scrooged, to unusual classics such as Melvin and Howard (winner of two Academy Award©s for Best Original Screenplay and Best Supporting Actress Mary Steenburgen), Fight Club (Brad Pitt and Edward Norton), The Edge (Anthony Hopkins), Heist (Gene Hackman), Casualties of War and This Boy’s Life (Robert De Niro and Leonardo DiCaprio), and most recently the critically acclaimed and award winning Into The Wild, written and directed by Sean Penn.

As an author, in 1995 Linson published his first book, A Pound of Flesh: Perilous Tales of How to Produce Movies in Hollywood. His second distinguished book, What Just Happened Bitter Hollywood Tales from the Front Line, came in 2002, from which Linson wrote the screenplay for the upcoming film What Just Happened, re-teaming director Barry Levinson with Robert De Niro in a wickedly funny drama about the inner bowels of the movie business.

Born in Chicago, Linson grew up in Hollywood. He attended the University of California at Berkeley in 1960 and finished his degree at the University of California at Los Angeles. He graduated from UCLA Law School in 1967. Linson resides in Santa Monica, California with his wife Fiona Lewis.

JANE ROSENTHAL (Producer) co-founded Tribeca Productions and the Tribeca Film Center with Robert De Niro in 1988. She has distinguished herself as a leading film producer with a roster of both critically and commercially acclaimed films. Jane has been featured numerous times in Variety’s Women in Showbiz and The Hollywood Reporter’s Women in Entertainment issues.

Rosenthal has produced one of the highest grossing comedy franchises of all times, Meet The Parents (2000) and its sequel Meet The Fockers (2004); the box office sensation Analyze This (1999) and its sequel Analyze That (2002); the Academy Award©-nominated Wag the Dog (1997); and critically acclaimed films Marvin’s Room (1996) and About a Boy (2002).

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Rosenthal has just finished producing What Just Happened, directed by Barry Levinson and based on the book written by producer Art Linson for 2929 Entertainment. Additional credits include The Good Shepherd (2006) directed by De Niro; Rent (2005); House of D (2005); Stage Beauty (2004); Showtime (2002); The Adventures of Rocky and Bullwinkle (2000); Flawless (1999); De Niro’s directorial debut A Bronx Tale (1993); The Night We Never Met (1993); Thunderheart (1992); Mistress (1992); Night and the City (1992).

Tribeca Productions is currently in development on Little Fockers for Universal Pictures, 36 and The Winter of Frankie Machine for Paramount Pictures, and the untitled Freddie Mercury project. 

Rosenthal and De Niro launched Tribeca TV in 1992 and executive produced the critically acclaimed series Tribeca for Fox TV. In 1998, Tribeca produced the miniseries, Witness to the Mob, based on the life of Sammy ‘The Bull’ Gravano for NBC.

In 2002, Rosenthal launched Tribeca Theatrical with De Niro and produced We Will Rock You, a rock musical based o the international hit songs of the legendary band Queen which has been running to sold out audiences at the Dominion Theatre in London, England for six years. We Will Rock You has had successful runs in Australia, Canada, China, Germany, Japan, Russia, South Africa, Spain, and the U.S in Las Vegas.

In 2001, Rosenthal along with partners De Niro and Craig Hatkoff founded the Tribeca Film Festival after 9/11 to heal the community through film. The Festival has attracted more than 2 million visitors and generated over $425 million dollars in economic activity since its inception. In six years, the festival has showcased over 950 films from 54 different countries.

At the same time, Rosenthal and partners co-founded the Tribeca Film Institute where she has served as co-chairman of the board since its founding. The Institute has become an instrumental resource for filmmakers through initiatives such as Tribeca All Access, a program designed to help foster relationships between film industry executives and filmmakers from traditionally underrepresented communities, the Gucci Tribeca Documentary Fund, which offers finishing funds to independent filmmakers with projects that promote social change, and the TFI Youth Initiatives, a broad range of programs where students with an interest in cinema have the opportunity to learn more about careers in film and about how to use film to think about their own stories and communities.

In an effort to continue supporting downtown arts in need Rosenthal, De Niro and Hatkoff launched the Tribeca Theater Festival in 2004 in association with the non-profit theater collective Drama Dept. The Theater Festival showcased a series of short plays by some of the theater community’s leading playwrights, including Douglas Carter Beane, Peter Hedges, David Henry Hwang, Neil LaBute, Warren Leight, Kenneth Lonergan, Frank Pugliese, Paul Rudnick and Wendy Wasserstein, in addition to a grant program that supported non-profit theater companies in the downtown area.

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Prior to founding Tribeca Productions, Rosenthal was an executive at CBS-TV and The Walt Disney Company. She is an active leader on the boards of New York City Outward Bound Center, NYU Child Study Center, the American Museum of the Moving Image, and the NYU Tisch School of the Arts Dean’s Council.

Executive Producer TODD WAGNER is CEO of 2929 Entertainment and founder of the Todd Wagner Foundation. Wagner began his ascension in the business world in 1995 as co-founder and CEO of Broadcast.com. After taking the company public in an IPO that made history as one of the largest opening-day gains at the time, and then selling it to Yahoo! for $5.7 billion in 1999, Wagner initially led the division as Yahoo! Broadcast before venturing into the entertainment world, where he has coupled his entrepreneurial skills and digital technology expertise with a passion for the movie business.

Through 2929 Productions, the production division of 2929 Entertainment, Wagner has executive produced, among others, the critically acclaimed dramas Akeelah and the Bee, and Good Night, and Good Luck, directed by and co-starring George Clooney, which earned a half-dozen Academy Award© nominations including Best Picture.

Wagner, alongside partner Mark Cuban, owns and manages an array of other entertainment properties including HDNet Films, which produced the Oscar-nominated documentary Enron: The Smartest Guys in the Room; distributor Magnolia Pictures, which has released Enron and The World’s Fastest Indian starring Anthony Hopkins; home video division Magnolia Home Entertainment; the Landmark Theatres art-house chain; and high-definition cable channels HDNet and HDNet Movies. On behalf of HDNet Films, Wagner negotiated a deal with Oscar-winning director Steven Soderbergh to make six movies that are being released day-and-date across theatrical, television and home video platforms, an innovative distribution strategy allowing consumers to choose how, when and where they wish to see a film. The first was Bubble, a murder mystery set in Ohio that cast non-actors in its key roles.

Wagner also owns minority stakes in Lionsgate Entertainment and The Weinstein Company, and most recently invested in Canadian film and television company Peace Arch Entertainment. Additionally, he is a founder and co-chairman of Content Partners LLC, a company that invests in the back-end profit participations of Hollywood talent.

Wagner, who also serves on the board of trustees of the American Film Institute and the Tribeca Film Institute, is the recipient of the national First Star Visionary Award, Dallas CASA Champion of Children Award, Dallas Film Festival Trailblazer Award and national Kappa Sigma Man of the Year award.

Executive Producer MARK CUBAN is co-founder, chairman and president of HDNet, which operates two 24/7cable channels, HDNet and HDNet Movies, available on Bright House Networks, Charter Communications, DIRECTV, DISH Network, Insight,

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Mediacom, Time Warner Cable and more than 40 NCTC cable affiliate companies.

In addition to HDNet and HDNet Movies, Cuban, together with business partner Todd Wagner, owns several other vertically integrated media and entertainment properties, including movie production companies HDNet Films and 2929 Productions, theatrical and home video distributor Magnolia Pictures, the Landmark Theatres art-house chain, and a minority stake in Lionsgate Entertainment.

Using several of these properties, Cuban and Wagner have launched a bold day-and-date strategy in which they are releasing films simultaneously across theatrical, television and home video platforms, thus collapsing the traditional release windows and giving consumers a choice of how, when and where they wish to see a movie. 

Cuban is also the outspoken owner of the NBA’s Dallas Mavericks team, an active investor in leading and cutting-edge technologies, and publisher of his own Weblog in which he communicates directly and openly to fans, critics and journalists.

In 1995, Cuban co-founded Internet broadcasting service Broadcast.com with Wagner and sold the company for $5.7 billion to Yahoo! in 1999. Prior to Broadcast.com Cuban co-founded a computer consulting firm MicroSolutions and sold it to Compuserve.

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CREDITS

2929 Productions presents

A Tribeca/Linson Films Production

WHAT JUST HAPPENED

Directed byBARRY LEVINSON

Written by ART LINSON

Produced byROBERT DE NIRO

ART LINSONJANE ROSENTHALBARRY LEVINSON

Executive ProducersTODD WAGNERMARK CUBAN

ERIC KOPELOFF

Director of PhotographySTEPHANE FONTAINE, ASC

Production DesignerSTEFANIA CELLA

Film EditorHANK CORWIN, A.C.E.

Based on the Book“WHAT JUST HAPPENED?:

BITTER HOLLYWOOD TALES FROM THE FRONT LINE”by

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ART LINSON

Music byMARCELO ZARVOS

Music SupervisorALLAN MASON

Casting byAMANDA MACKEY, CSA

andCATHY SANDRICH GELFOND, CSA

Costume DesignerANN ROTH

Unit Production ManagerERIC KOPELOFF

First Assistant DirectorMICHAEL LERMAN

Second Assistant Director PETER THORELL

Ben ROBERT DE NIROLou Tarnow CATHERINE KEENERSean Penn SEAN PENNDick Bell JOHN TURTURROJeremy Brunell MICHAEL WINCOTTKelly ROBIN WRIGHT PENNZoe KRISTEN STEWARTScott Solomon STANLEY TUCCIActor BRUCE WILLISPollster JASON KRAVITZJohnny MARK IVANIRJimmy REMY SELMAStudio Marketing Guy CHRISTOPHER EVAN WELCHDawn LILY RABECarl SAM LEVINSONMax LOGAN GROVESophie ALESSANDRA DANIELLEVerna KARINA BUCKCal PETER JACOBSONLaura MOON BLOODGOODAba Peterson ARI BARAKJerry PAUL HERMANSuit #1 JONATHAN C. KAPLANYoung Studio Executive BRANDON KEENERDance Instructor TERRANCE YATESRabbi RON LI-PAZ

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French Taxi Driver JACQUES MAROUNBen’s First Wife DEY YOUNGLou’s Assistant EMILY ALPERNVanity Fair Coordinator MARIN HINKLEVanity Fair Photographer PAUL LIEBERGuard at Studio Gate LOMBARDO BOYARHostess LINDY BOOTHDoctor Randall KATE BURTONAgent #1 WILLIAM RAGSDALE1st AD BRENT ROSEActor’s Assistant BESS ROUSMary #1 AYLA KELLMary #2 PAYDIN LOPACHINFestival Host JEAN-MICHEL RICHAUDGuard at Cannes airport ALEX NORCAYoung Woman in Maserati CAYLEEN DAVIESFiercely Villain JOHN SCHIAPPAFiercely Actress ANNIE PARISSEManicurist #1 TIENNE VUManicurist #2 VIGINIA NGUYENManicurist #3 THAO LEStunt Coordinator “PEE WEE” PIEMONTEStunt Player-Agent TYLER VOGTScott Stunt Double TRAMPAS THOMPSONStunt Driver-Ben EDDIE BRAUN

CONNECTICUT CREW

2nd 2nd Assistant Director ALYSON LATZ

Casting Associate KATE BULPITTCasting Associate (London) SUE JONES

A Camera Operator/Steadicam JIM McCONKEYA Camera 1st Assistant HARRY ZIMMERMANA Camera 2nd Assistant TOM LAIRSONB Camera 1st Assistant RICHARD MASINOB Camera 2nd Assistant TODD AVERYC Camera Operator LARRY McCONKEYC Camera 1st Assistant BOB MANCUSOLoader JULIAN DELACRUZCamera Production Assistant MICHAEL LIOTTAStill Photographer ALAN MARKFIELD

Sound Mixer STEVE CANTAMESSABoom Operator GARY THOMASUtility SCOTT LARUE

Script Supervisor LYN McKISSICK

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Art Director ANTHONY D. PARRILLOAssistant Art Director ANDREW CAHNSet Decorator ROYA PARIVARLeadman PHILIP C. CANFIELDOn Set Dresser GRANT SAWYERBuyers RICHARD DEVINE

SANDY HANDLOSERSet Dressers DEBORAH N. CANFIELD

CHRISTOPHER J. FERRAROBRIAN JONESSHANNON CANFIELDRICHARD “DICKY” HOPPEWILLIAM CANFIELDWILLIAM J. KOLPINGORDAN H. GERSTENTRAVIS K. WRIGHTVICTOR LITTLEJOHNJIM LILLIS

Art Department Coordinator ROBERT ZORELLAAssistant Art Department Coordinator DIANA SALZBURGArt Department Production Assistant JACKI ZBUSKA

Production Accountant STEVE BEESON1st Assistant Accountant ALLEN WONG2nd Assistant Accountant JAN C. COSBYAccounting Clerk GLORIA INZITARI

Payroll Accountant KARIEMAH SHAHProduction Supervisor TED DEIKERProduction Coordinator LARK BERNINIAssistant Production Coordinator MATHEW PROVOST

Production Secretary ANDREA VESTRANDOffice Production Assistants DAMIAN DYDYN

KARREEM KHYBERYCECILE B. GREENFIELD

Assistant to Mr. Levinson JASON SOSNOFFAssistant to Mr. Linson ABBY BEANAssistants to Mr. De Niro MELISSA MILO

KIM GIBBONSLAUREN HURSTAMY WEINBLUM

Assistants to Ms. Rosenthal LEIGH EVANSJESSE LIOTTABERRY WELSH

Assistant to Mr. Wagner STACI MITCHELLAssistant to Mr. Kopeloff CASEY ENGELHARDTExecutive in Charge of Production, Tribeca Productions MEGHAN LYVERS

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Key Set Production Assistant CHRIS GIBSONSet Production Assistants JILL PERNO

TIM KANEAARON C. FITZGERALDZACH L. SMITHADEMOLA McMULLENJASON FESEL

Cast PA DANIEL B. CONE

Construction Coordinator KENNETH D. NELSONShop Foreman KENNETH BRZOZOWKSILocation Foreman JOHN R. JOHNSTON

Carpenters STEPHEN SHAPIROROGER R. LANGKEN WALSHAK

Key Construction Grip PETER A. BETULIABest Boy Construction Grip KLAUS C. SCHREIBERConstruction Grips STEVE GALLO

MICHAEL EICHNERRONALD MAZZOLAMARK A. KLEINBALINT PINCZEHELTIADAM NOVICH

Construction Office Coordinator SUSAN PERLMAN Construction Production Assistants JAMES CRISPINO

JON SAKSMaster Scenic ROBERT TOPOLScenic Charge MAGGIE RYANCamera Scenic M. TONY TROTTAScenic Forman STEPHAN CALDWELLScenic Artists RAND ANGELICOLA

DIANE RICHELIZABETH S. LIEBERMANCATHY COLBY-GRAUERRICHARD V. MONTESANTOSUSAN DEE JOHNSON

Property Master GAY PERELLO1st Assistant Property Master BRAD TURNER2nd Assistant Property Master JULIE WITHERINGTONProperty Master (NY) MICHAEL JORTNERProperty Assistant (NY) JILL ALEXANDER

Department Head Hair Stylist FRANCES MATHIASKey Hairstylist LISA CUBEROHair Stylist For Mr. De Niro JERRY POPOLISHairstylists DIANA SIKES

MISHELL CHANDLERDepartment Head Make-Up Artist BILL CORSOMakeup Artist NURIA SITJA

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Assistant Makeup Artist DON KOZMAMake-Up Artist to Mr. De Niro CARLA WHITEMake-Up Artist to Mr. Willis GERRY QUIST

Gaffer RICK A. WESTBest Boy Electric DICKENSON “DICKIE” LUKEBest Boy Electric (CT) KELLY BRITTElectricians PHILIP TESTA

JAMES GREGORYRigging Gaffer ROCCO PALMIERIRigging Best Boy Electric LOWELL SCHULMANRigging Electrics GARY HILDERBRAND

JOHN MILCETICCHARLES E. MEERE IIIREBEKAH FRANKEL

Base Camp Operator JAMES V. MALONEGenerator Operators JAMIE GALLAGHER

LINDA PHILLIPSMIKE WACKS

Rigger MELFORD RAMSEYKey Grip MANNY DURANBest Boy Grip JOE RUIZBest Boy Grip (CT) BEN D’ANDREADolly Grip MATT HOROCHOWSKIB Dolly Grip (CT) ARTHUR BLUMCompany Grips GRAHAM KLATT

RICKY DIAZCHRIS SKUTCHTHOMAS MCGRATH WOODSERIC GEARITYANTHONY KLEINJOHN HALLIGAN

Rigging Key Grip JACK PANUCCIORigging Grips JESSE PANUCCIO

PATRICK J. TAISTRARICHARD YORKBRENDAN W. LOWRY

Assistant Costume Designer MICHELLE MATLANDCostume Supervisor DONNA MALONEYOn-Set Costumer NICOLE GREENBAUMMr. De Niro’s Dresser DAVID DAVENPORTCostume Assistant JONATHAN SCHWARTZCostume Production Assistant LISA TOBIAS

Location Manager MIKE NICKODEMAssistant Location Manager AARON HURVITZLocation Scouts/Assistants MALAIKA JOHNSON

SEAN MAYOKATE EISMANN

Location Production Assistant MARA ALCALY

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Video Assistant Operator DAVID KATZVideo Assistant IAN PAULYVideo Playback BRENT EKSTRAND

DANIEL R. SALK

Special Effects Coordinator DAVID WAINESpecial Effects Supervisor JOSH HAKIANProsthetic Effects PATRICK MAGEESpecial Effects NIKKI AMOROSINO

Stand in Mr. De Niro JOHN POLCEStand in Mr. Willis/Tucci GREGOR JOACKIM

Transportation Captain MIKE HYDE2nd Transportation Captain BOB BUCKMANDriver for Mr. De Niro’s Trailer ERNEST SANDERSDriver for Mr. De Niro ROCCO CURATOLO

DRIVERS

JOHN BERNARDO ROBERT MORGANPATRICK BRATCHELL DAVID NEWALLHOWARD BROOKS ROBERT O’NEILJAMES CHESTERMAN GARY PALMERWALTER CHOMERO DANIEL PALMERTYRONE DOTSON JOSEPH PARVISSHAWN DOWNING LUIS RODRIGUEZKEVIN HARRIGAN ANGELO STOVALAWILLIAM HILT FRANK YOUNGKEVIN KELLY JAMES P. WILLIAMSKEITH KERRIGAN

Craft Service EVA VEDOCKAssistant Craft Service WILLIAM SEPULVEDACatering Provided by PREMIER CATERINGChef MICHAEL HERNANDEZ

Assistant Chefs ALEJANDRO LOPEZJUAN A. ESPINOZAHOMERO JAZQUEZFRANCISCO TRUJILLO, SR.

Chef Driver FRANCISCO TRUJILLOSet Medics RICHARD FELLAGARA

MARIE LOUGHRANKATHY COSSU

Extras Casting Director GRANT WILFLEY CASTING, INC.

Unit Publicists 42 WESTIRINA VAYSMANCYNTHIA SWARTZ

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Animals provided by BIRDS & ANIMALSAnimal Trainer LARRY MADRIDVisual Effects Company XY&Z VISUAL EFFECTSVisual Effects Supervisor MIKE UGUCCIONI

LOS ANGELES CREW

Still Photographer RALPH NELSONLoader MELANIE BANDERS

Casting Associate JOCELYN THOMAS

Set Designer KRISTEN DAVISGraphic Designers GEOFFREY MANDEL

KAREN TENEYCK

Art Department Coordinator ELIZABETH FLAHERTYArt Department Assistants BEN LEDDICK

MELISSA HARRISONAccounting Clerk RYAN GOMEZPayroll Accountant MONICA MCLEOD

Assistant Production Coordinator LISA J. CURTISProduction Secretaries JESSICA AICHS

SALLY JEAN POTTERSOffice Production Assistants BRENNAN REYNOLDSSet Production Assistants STEVE OPPENHEIM

COREY LEWISJASON ROBERTSSRDJAN DOBICDOUG DRIESER JR.CHEYENNE WEBSTER

Construction Coordinator DAN TURKConstruction Foreman MICHAEL YOUNGPaint Supervisor MILES RICHMANPropmaker ERIC A. TURKProps Assistant SCOTT HENRYPaint Gang Boss WENDE GAITHER

Key Assistant Makeup Artist CHERYL NICK

Set Lighting Technicians MICHAEL LOWRANCECHRIS CUNNINGHAMDAMON DULASMIKE GERZEVITZSTEVEN GIVENSBRIAN MINZLAFFCHRISTOPHER PRAMPIN

Rigging Gaffer CARSON MAYNERigging Best Boy PAUL POSTAL

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Rigging Electricians KYLE COVENTRYEDWIN E. LOOL

Rigging Key Grip HARRY HOPERigging Best Boy Grip CHAD HERRRigging Grips JAMES ATKINS

ART BORQUEZ IIITREVOR FULKSBRYAN GILBERTSCOTT “SCOOTER” LEONARDJOHN H. PLANTEJOHNNY STEURALPHEUS UNDERHILL

Key Costumers KENDALL ERRAIRGREGORY B. PENA

On-Set Costumer JUAN LOPEZAdditional Costumer JENNIFER STARZYKSeamstress OLGA ISHKAHNOVAPatternmaker/Fitter DONN HOOK

Location Manager DOUG DRESSERKey Assistant Location Manager KYLE “SNAPPY” OLIVERAssistant Location Manager S. DYLAN KIRKLAND

24 Frame Playback Supervisor MARK MARCUM24 Frame Playback Operator SIMON KNIGHTS

Transportation Consultant GENO HARTTransportation Dispatcher ZOA KEITHTransportation Captain KIRK HUSTONTransportation Co- Captain HARDY OPHULSDriver for Camera Car BYRON CARTER

DRIVERS

ROBIN BISHOP LEE JENNINGSCURTIS E. CLARK JOHN McCOMBAUDREY FITZGERALD PETER A. ORTEGA

Driver for Mr. De Niro PAULIE DiCOCCO

Catering CHEF ROBERT CATERINGChef/Driver JUANCARLOS ANAYACraft Service RICH CODY

ERIK SORENSEN

Choreographer MICHELLE ELKIN

Extras Casting JEFF OLANAssistant Extras Casting GIL ESPINOZACrowd Casting BIG CROWDS PRODUCTIONSMedic B.J. SMITH

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Medic/EMT BILL O’NEAL

Fire Safety Advisors SARAFINO J. PORTOCHARLES H. POWELL JR.

Leadman JOHN WARNERBuyer BRYAN HURLEYSet Dressers BRENDON K. CRIGLER

NICOLE DOMELEROY RICES. L. WADE

Product Placement WENDY COHENTeacher for Ms. Stewart JIM HARTZ

POST-PRODUCTION

First Assistant Editors KENT BLOCHERRENANNAH WEINSTEIN

Apprentice TYLER TEMPLE-HIGGINSCutting Room LOST PLANET

Post Production Supervisor PAUL A. LEVINPost Production Coordinator ANN GRAY

Re-Recording Mixer TOM FLEISCHMANSupervising Sound Editors PHILIP STOCKTON

EUGENE GEARTYDialogue Editors PHILIP STOCKTON

BRANKA MRKIC-TANAADR Editor JANE MCCULLEYSound Design/FX Editor EUGENE GEARTYFoley Supervisor FRANK KERNFoley Editor KAM CHANFoley Artist MARKO COSTANZOFoley Mixer GEORGE LARAFirst Assistant Sound Editor LARRY WINELANDADR Assistant Editor ROLAND VAJSApprentice Sound Editor JESSICA PARKSADR Mixer DAVID BOULTONADR Recordist BRIAN GALLAGHER

Titles Designed by NINA SAXONEnd Titles SCARLET LETTERSPost-Production Accountant AMY OSTROWER

Negative Scanning PACIFIC TITLEDailies ENTERTAINMENT POST

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Digital Intermediate Provided by COMPANY 3Executive Producer for CO3/Colorist STEFAN SONNENFELDDigital Intermediate Producer CHOCEZ PETERSONOnline Editor JIM EBERLEAdditional Colorist ADRIAN DELUDECompany 3 Producer MISSY PAPAGEORGEDigital Intermediate Technologist MICHAEL CHIADODigital Intermediate Assistants TODD CRAWFORD

JERIMIAH MOREYPost-Production Sound Facility C5 Inc., New York

2929 Senior Vice President of Post Production MARC WUERTEMBURGAssistant to Marc Wuertemburg TREVOR BYRNE2929 Senior Vice President of Production MIKE UPTON2929 Business Affairs JESSICA RODDY

HEATHER WAYLANDAssistant to Business Affairs ELLEN NICHOLSON

Score Produced by MARCELO ZARVOSRecorded and Mixed by LAWRENCE MANCHESTERMusic Editor JENNIFER DUNNINGTONAssistant Music Editor BEN PEDERSENOrchestration BOB ELHAI

PHILIP ROTHMANAdditional Programming SEBASTIAN AROCHA MORTONScore preparation DANIEL COERecording Assistants ANGIE TEO

MISSY WEBB

Musicians MARCELO ZARVOS - pianoMARK STEWART - guitarADAM ROGERS - guitarERIC POLAND - malletsSTEVE KENYON - woodwinds

Music Supervisor ALLAN MASONMusic Clearances FRANKIE PINE

“Bell Song”Written by Delibes

Performed by The Royal Philharmonic OrchestraCourtesy of Extreme Production Music USA

“Hey Cowboy”Written & Performed by Lee Hazlewood

Courtesy of Lee Hazlewood Records

“Kurio Ko Uddah Le Jana (Ins.)”Written and Performed by Raam Lazman

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Courtesy of Extreme Production Music USA

“Once Upon A Time In The West, Man With a Harmonica”Written by Ennio Morricone

Performed by The City Of Prague Philharmonic Orchestra Courtesy of Silva Screen Records LTD.

“Poor Boy”Written and Performed by Nick Drake

Courtesy of Universal-Island Records Ltd.Under license from Universal Music Enterprises

“Mr. Bojangles”Written by Jerry Jeff WalkerPerformed by Nina Simone

Courtesy of The RCA Records Label By arrangement with SONY BMG MUSIC ENTERTAINMENT

“Simplesmente”Written by Bebel Gilberto, Didi Gutman and Marius de Vries

Performed by Bebel GilbertoCourtesy of Six Degrees Records

By arrangement with Ocean Park Music Group

“Flow Of Experience”Written and Performed by Steve Kornicki

Courtesy of MS-Pro

“Bandits”Written by Richard Terfry, Charles Austin and Graeme Campbell

Performed by Buck 65Courtesy of Buck 65 Music Inc.

“Sotto Le Stelle Del Jazz”Written and Performed by Paolo Conte

Courtesy of Warner Music Italy By arrangement with Warner Music Group Film & TV Licensing

“Brother Lee”Written by Clarence Greenwood

Performed by Citizen CopeCourtesy of The RCA Records Label

By arrangement with SONY BMG MUSIC ENTERTAINMENT

“Quiet Village”Written by Les Baxter

Performed by Arthur LymanCourtesy of Bernard Solomon

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“Every Breath You Take”Written by Sting

“Broken Arrow”Written by

Performed by Nothin’ But Strings

“Brothers in Arms”Written by Mark KnopflerPerformed by Dire Straits

Courtesy of Warner Bros. Records Inc.By arrangement with Warner Music Group Film & TV Licensing

“Senza”Written by Camille Dalmais, Malik Mezzadri and Matthew Ker

Performed by CamilleCourtesy of EMI Music France

Under license from EMI Film & Television Music“WHAT JUST HAPPENED”

SPECIAL THANKS

CALIFORNIA STATE UNIVERSITY, NORTHRIDGEACOUSTIC TILES COURTESY OF AURALEX

AQUAWAREHULA POST

AVANT GUARD SPEAKERS COURTESY OF AUDIOCOM, CTBARNEYS

“JUST FOR ME” © IS A TRADEMARK OF COMBE INCOPORTATED, USED WITH PERMISSION

KOHLERLA CACA, LLCVITRAFORM

Distribution Advisory Services -CINETIC MEDIA and CREATIVE ARTISTS AGENCY

  KODAK Color byMotion Picture Film Technicolor

   Filmed withPANAVISION CLAIRMONT CAMERACameras and Lenses  

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MPAA #44075 IATSE

This Motion PictureCopyright © 2007  2929 Productions LLC

Music ScoreCopyright ©2007  2929 Productions LLC

All material is protected by the copyright laws of the United States and all countriesthroughout the world.  All rights reserved. Country of First Publication: United States of

America.  2929 Productions LLC is the author of this motion picture for purposes of copyright and other laws.  Any unauthorized exhibition, distribution, or copying of this film or any part

thereof (including soundtrack) is an infringement of the relevant copyright and will subject the infringer to severe civil and criminal penalties.

The story, all names, characters and incidents portrayed in this production are fictitious. No identification with actual persons, places, buildings and  products is intended or should be

inferred.

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