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ABOUT THE PRODUCTION

At once sweeping and intimate, “The Fountain” is a story about love and coping

with mortality, which unfolds over three vastly different time periods. Filmmaker Darren Aronofsky got the idea for his screenplay when he realized that, although many cultures have stories about the quest for eternal life, relatively few films have been made about the search for the Fountain of Youth.

“The desire to live forever is deep in our culture. Every day people are looking for ways to extend life or feel younger,” suggests Aronofsky. “Just look at the popularity of shows like ‘Extreme Makeover’ or ‘Nip/Tuck.’ People are praying to be young and often denying that death is a part of life. Hospitals spend huge sums of money trying to keep people alive. But we’ve become so preoccupied with sustaining the physical that we often forget to nurture the spirit. So that’s one of the central themes I wanted to deal with in the film: Does death make us human, and if we could live forever, would we lose our humanity?”

To construct a story that could effectively communicate that theme would require an innovative concept. “What started out as a rough sketch on a restaurant napkin back in 1999 has been through many incarnations,” says the writer/director.

“Darren had this idea of a box-within-a-box-within-a-box-structure before we even knew the name of our lead character,” expands producer Eric Watson.

Indeed Aronofsky found himself inspired. “I’d wake up in the middle of the night and look at my stacks of research and think, ‘I have to make this film; it’s in my blood.’”

Aronofsky designed a tale that would unfold in three distinct eras. But with so many incarnations of the Fountain of Youth existing throughout history and mythology, he had to consider which one would best represent the film’s ideologies. Co-story collaborator Ari Handel explains, “As we started to conceive the story we researched Mayan culture. We looked at the Bible, too, and found that, in many narratives, the Fountain of Youth is embodied by something living, something organic or nourishing.”

With that in mind, Aronofsky created the film’s Tree of Life, which serves as the Fountain of Youth in the conquistador’s story. In the 26th century, Tom is traveling to Xibalba, a distant nebula, which becomes the film’s futuristic version of the Fountain.

“One of the first things that attracted me to this script was the spirituality of it,” notes producer Iain Smith. “And because that spirituality isn’t specific to any one belief system, it translates into a kind of magic.”

As the various mythologies combine, a new myth is created, one that is both otherworldly and familiar by design.

ONE MAN. ONE LOVE. ONE QUEST.

ONE DESTINY.

With a solid thematic guide established, Aronofsky set out to design the motivation of a character who would passionately pursue the Fountain. Thomas Creo, as conquistador, scientist and astronaut has a singular drive and passion. But to tell the story of a man who refuses to accept his fate, or the fate of those he loves, would present a unique challenge.

“It’s difficult to tell a story about the quest for immortality in the present alone. That’s why Thomas’ story takes place in the 16th, 21st and 26th centuries,” says Aronofsky, who goes on to qualify, “but ‘The Fountain’ isn’t a time travel movie in a traditional way. It’s more like three interlocking time periods, where the characters embody three different parts of the same person.”

Although the thousand-year span makes Thomas’ tale epic in scope, time is also hisgreatest enemy. All three of the film’s stories deal with a race against the clock for the sake of love. Tomas the conquistador is charged with finding the Fountain of Youth to protect his Queen from a vengeful enemy who has sworn to destroy her. Tommy the scientist is trying to find the cure for his wife’s cancer before it consumes her. And Tom, who has lived well beyond the normal human life span, is still searching for a way to be reunited with his lost love.

“At its core, ‘The Fountain’ is a very simple love story about losing someone and what that teaches you,” offers Aronofsky, noting that, “in every incarnation, Thomas loves Izzi so profoundly that he will do anything to keep her alive. What he doesn’t realize is that by relentlessly pursuing a way for them to be together forever, he’s actually missing out on her life.”

The character of Tomas/Tommy/Tom is complex. He loves without limits; he seeks control where there is none. He needs to learn acceptance. The actor playing him would need incredible range and stamina to give him life. Aronofsky found that actor in Hugh Jackman, who rocketed to fame with his portrayal of the feral, mutant superhero Wolverine in the “X-Men” film series before taking Broadway by storm, playing singer-songwriter Peter Allen in “The Boy from Oz.” His performance as “Australia’s favorite son” earned Jackman a Tony Award and further established him as a star of both stage and screen.

“I had a great feeling of hope when I first read the script,” Hugh Jackman says.

“The story presents a modern myth. As I understand it, myths are stories told to help us understand the meaning of life. And ultimately those issues aren’t explainable, so we come up with stories that just get into our hearts and make us feel like we understand. These fables may not make scientific sense, but somehow they explain the world to us. That’s what ‘The Fountain’ did for me. It exists in all these fantastic worlds, but Thomas’ struggles are very human.

“In some articulation, Thomas appears in every scene of the film, and in essence, all three roles are the same man. I’d be blessed to play any one of these parts in separate films, so to get to play them all at once was an amazing opportunity I couldn’t pass up. That’s why I slept outside Darren’s door until he gave me the job,” he laughs.

Jackman’s enthusiasm didn’t go unnoticed. “We knew this was going to be a daunting role due to the very difficult physical and emotional transitions’,” recalls Eric Watson. “The actor who took the part had to be ready for that kind of commitment.”

Ironically it was his role as a singing-dancing theater legend—not the roughhewn

superhero Wolverine—which convinced Aronofsky that Jackman was right for the part.

The director first approached the actor about playing Thomas Creo after seeing him perform

live in “The Boy from Oz.”

“Hugh had so much presence and charisma in the show,” says Aronofsky. “He was performing live in front of 3,000 people and yet you felt like you were right next to him. I gave him the script backstage and he called me the next morning and said he wanted to do the film. We were all very passionate about telling this story, so when Hugh connected with it so quickly we knew he was going to be perfect.”

Watson adds, “Hugh was committed to his show for another eight months so we had to wait for him. During that time, Darren and Hugh worked together every week on Hugh’s only day off to evolve the character. So when we got to set, Hugh was Thomas Creo.”

“The character was fantastic,” says the star. “Tomas the conquistador has incredible drive and an unbelievable passion. His devotion to his Queen is single-minded. When she charges him with finding the Fountain of Youth, he’s like an arrow shot from a bow. He’s going to find it. He’s dogged, uncompromising.”

The same can be said about Tommy, the Conquistador’s 21st-century counterpart.

“Tommy is a scientist. He looks at death as a disease that can be cured,” Jackman continues.

“His wife, Izzi, is trying to tell Tommy that maybe dying is somehow part of our genetic code, and maybe going through it is part of our growth as spiritual beings. All Tommy knows is that he has a mission: His wife is dying, he loves her and he wants to be with her, so he must eradicate death.”

Jackman believes that same love consumes his 26th-century character, Tom Creo.

“Once Izzi is gone, we find Tom floating in space with the Tree of Life. In a way, he’s transferred his love for Izzi to the Tree. She lives there as long as the Tree is alive. He has finally realized he couldn’t save her, but he will save the Tree. Izzi told Tommy the story of Xibalba—that when it explodes the souls living there would be reborn. Tom is hoping that by traveling there with the Tree, he and Izzi will be together again.”

It’s the final testament of a loved one, and Tom puts his faith in it. But even as he travels through space, Tom is trying to cheat death. It’s been nearly a thousand years and he still hasn’t comprehended the lesson his wife is trying to communicate.

“Tommy knows that death is real; he understands that it happens,” says Jackman, “but he wants to know why it has to happen? Hundreds of years ago the average human life expectancy was 40; now it’s 80. So why can’t it become 200, or 400? Why can’t we solve this problem of life ending with death?”

Pursuing the answer to that question ends up leading the character to his greatest regret. “Ultimately, Tom is heartbroken that he wasn’t able to save Izzi, and even more distraught that he didn’t get to spend quality time with her while she was alive. But he’s a doer, a fixer, so he keeps pushing forth.”

Aronofsky agrees, “It takes Tom much longer than Izzi to get there, but eventually he’s going to understand this journey.”

Not only would Jackman have to deal with intricate emotional transitions to play the

triple roles, but he would also have to be physically adaptable for each phase of the film.

The arc that takes place in Spain is challenging, as Tomas battles his way into a lost Mayan

temple to face a soldier with a flaming sword. For the future sequences, Jackman had to be

much leaner. He studied tai chi and yoga for 14 months to be ready for the film. The

futuristic role would also require the actor to shave his head.

Declares Aronofsky, “Hugh was willing to give us everything we needed to bring

Tommy to life, but in order for the story to really succeed, you have to believe that Tommy

and Izzi love each other completely.”

“TOGETHER WE WILL LIVE FOREVER”

Aronofsky’s search for someone to embody the object of Tom’s unrelenting love

ended with Rachel Weisz, an Academy Award winner for her role in 2005’s “The Constant

Gardener.” Weisz portrays both Isabel, Queen of Spain, and Tommy Creo’s ailing wife, Izzi,

in the present-day story.

“The script was one of the most exhilarating pieces of writing I’ve ever read,”

declares the actress. “It was so emotional and thought-provoking—I sobbed like a baby

after I finished it.”

Weisz was especially inspired by her character’s journey in the present. “Izzi is a

regular person. She’s being confronted by the fact that she is going to die much sooner than

she wants, but she ultimately accepts her fate and makes peace with it. I think she’s very

brave.”

Aronofsky concurs, “We all wish we could face death the way Izzi faces it. She’s in

the prime of her life and she’s going to have to leave everyone she loves behind, yet she

manages to do so with grace.”

“If I were in her position, I hope I would have the courage to behave the way Izzi

does,” says Weisz. “So many people go out kicking and screaming.”

To create a character with the emotional fortitude to make the transition from life to

death, Aronofsky and collaborator Handel talked to nurses who regularly deal with the

terminally ill. Handel reveals, “For the most part they suggested that people come to some

kind of acceptance of their death, even if it’s just a breath before it happens.”

Aronofsky confirms, “They said that it’s often the families of terminally ill patients

who have more difficulty letting go.”

Such is the case with Tommy who would rather run from Izzi’s death than face the

reality that she is going to succumb to her disease. Says Weisz, “When Izzi gives Tommy

her manuscript and asks him to ‘finish it,’ it’s her way of ultimately saying, ‘Learn to be with

yourself. Don’t feel guilty about not being able to save me. Learn to accept your own

mortality and you’ll find this peace, too. For the first time, you won’t be afraid.’”

“Izzi wants Tommy to experience her passing with her,” adds Handel. “She wants

to share this very significant thing with the person she’s spent her life with. She wants to die

with Tommy present, not absent.”

“Right from the start, Izzi is saying to Tommy, ‘Okay, I know I’m going to die and

I’m okay with it, but will you just be with me during these moments? Will you look at the

stars with me, and read my book and take a walk in the first snow?’” Watson says. “But

Tommy can’t do that because he feels like he will be failing Izzi if he accepts her death, so he

keeps fighting.”

“For Tommy, this is about hope versus acceptance,” clarifies Jackman. “If

someone’s sick, you make them get better. Tommy needs to be optimistic for Izzi; he has to

believe he can save her.”

In fact, it may be the only way Tommy can save himself.

Weisz sums up the relationship. “Tommy and Izzi have a very strong and very

mature relationship. She’s found her understanding and now she’s there patiently, lovingly

saying to Tommy, ‘Let it go, live life—live fully and die fully. All the courage you’re putting

into fighting death and protecting me, use that courage to face death because that is the

greatest liberation.”

Also starring in the film is Oscar, Golden Globe, and Tony Award-winning actress

Ellyn Burstyn, who received her sixth Academy Award nomination for her performance in

Aronofsky’s “Requiem for a Dream.” In “The Fountain,” she portrays Tommy’s mentor,

Dr. Lillian Guzetti, who also shares a special kinship with Weisz’ Izzi. “Ellen told me that

I’d better have a part in this film for her, which was fine because I’d written Lilly with her in

mind,” says Aronofsky. “She’s a great connector for Tommy and Izzi.”

“Lilly has been a mentor to Tommy and a friend to Izzi,” offers Burstyn. “I think

she admires Izzi’s outlook in the face of death and she desperately wants to help Tommy be

with his wife in her final moments. She tries to communicate that, but Tommy won’t hear

it. And yet, Lilly and Tommy are both scientists, so she can identify with him, too. She

knows that asking Tommy to give up on fighting his wife’s disease is like asking him to deny

part of himself.”

Burstyn, like her co-stars, was fascinated by the film’s themes. “They’re universal.

We certainly do our best to keep death out of our sight, whereas other cultures focus on it.

The Buddhists meditate on death. They consciously remember that each moment we live is

dead before we even realize it has passed. Trying to hold onto the moment for fear of losing

it is to live in a state of death, because the only way to be alive is to live in the present.”

THE TREE OF LIFE

To create the three worlds of “The Fountain” would require a group of expert

craftsmen. Fortunately for Aronofsky, he assembled a team of artisans years ago at his own

Protozoa Pictures. Many of those artists have worked on all of his films.

“Filmmaking is a family affair for us,” says Eric Watson. It is a sentiment echoed by

the writer/director who assembled the cast and crew on the first day of principal

photography to declare, “Everyone here is a filmmaker.”

“When we did ‘p,’ there were eight people so it was really easy to create that family

atmosphere,” muses Watson. “Darren’s mother was there, bringing bagels to the set every

morning. Now, suddenly, there are 300 people around but you still have to work to make it

an intimate process. If you don’t connect with your crew and your actors, then how are they

going to understand what you’re trying to accomplish?”

Aronofsky clearly provides his entire staff of filmmakers with the tools to create a

familiar language—an almost “inside” way of communicating.

“I’ve never been on a set like this,” says Weisz. “Darren has worked with the same

cinematographer and the same production designer on almost all his movies. When you’re

on-set with them, you feel completely supported. And you also feel like you’re walking into

some hotbed of creativity with all these bright minds around you.”

The director would also take the time to nurture his actors. “He’s definitely an

actor’s director,” adds Weisz. “Darren rehearses for weeks before he starts filming and he

pushes us on-set. There were days when Hugh and I would be sitting there crying, thinking

we’ve just given the best performance we could give, and Darren would say, ‘Okay, let’s do it

again, right away.’ So we’d do the scene again, over and over. Darren pushes you to the

point where you’re no longer conscious of what you’re doing so you end up with a truly

authentic performance. For an actor, that’s just heaven. It’s exactly what you want from

your director.”

“I trust him,” attests Jackman. “He’s a general by nature. But he also has this

generosity of spirit. He wants everyone to collaborate. He encourages the entire crew to

make the film their own. Darren makes it clear that we are all telling this story together.”

“Every department is charged with furthering the thematic intention of the story,”

adds Handel. “It doesn’t matter if you are working in costume, lighting, props—it all goes

toward telling the best story we can tell.”

Making ‘The Fountain’ wasn’t unlike making three short films, each equally grand in

scope. “The first part is very mythical, with the conquistadors in Spain, and this beautiful

and mysterious queen. Then the middle story—the one that takes place in present day—is

the kind of material the actors could really sink their teeth into, it contains the most

emotionally complex scenes to play. And the third part, with Tom sailing through this

gorgeous spacescape toward a glittering nebula, is a metaphysical, almost psychedelic

journey,” details the director. “It was really fun for us because every few weeks we’d get to

sink our teeth into a new millennium with new challenges.”

Describing the environment during filmmaking, Burstyn says, “It was like walking

through an eclectic crafts village. There were people making Mayan jewelry and other people

building a spaceship. The sets being created were for all three phases of the film, past,

present and future. It was just so original. I loved it.”

The story would require great efforts by Aronofsky’s collaborators to create links in

all three periods of the film. Working with director of photography Matthew Libatique,

production designer James Chinlund, editor Jay Rabinowitz, special effects supervisors

Jeremy Dawson and Dan Schrecker, special makeup effects supervisor Adrien Morot,

costume designer Renée April, and composer Clint Mansell, Aronofsky carefully crafted the

film’s creative and technical elements to help the three stories flow together seamlessly.

Director of photography Matthew Libatique has shot all of Aronofsky’s films, going

back to A.F.I. Film School. “From the very beginning,” says Libatique. “I knew the story

and the scope of the theme would have visual impact.”

That impact required a definitive color scheme. “The first film that Darren and I

made together was shot in black and white. On that project we learned that a limited color

palette is an effective way of streamlining what you’re trying to say,” notes Libatique. “So

this film has a strict palette of white and gold. You do see colors, but they’re earth tones. I

shot my own stills to help track the visual language between all three time periods. It was a

way for me to see if I was going too far or too close to achieve the density we wanted.”

Production designer James Chinlund designed a wide variety of sets for the film,

ranging from Queen Isabel’s magnificent throne room in Seville, filled with colonnades,

intricate fretwork, and candlelight; to the Mayan ball court in ancient Mexico; to Tommy

Creo’s present day laboratory, where colors and lighting reflect the theme that weaves

through the time periods; to the towering Tree of Life, built to represent the immortality that

Thomas is searching for; to his spaceship, a unique, organic entity by which Tom floats on

his path to discovery.

“The Tree was the greatest challenge the film presented,” says Chinlund. “The eye

can detect the slightest variation in the natural structure, so it was critical that we get it

right.” The final product was, in Chinlund’s words, “a Frankenstein. We went to a lake in

Northern Quebec and found amazing driftwood pieces and brought them back. So the tips

of the branches and many of the roots are real. Then the sculpture department pulled molds

from those pieces and parts of other trees and we built those around a large steel core frame.

Then we added real bark, and fake bark, and paint, and all kinds of things. So it really is a

hybrid.”

Chinlund’s tree is being transported by Tom Creo to the distant nebula Xibalba at

the edge of the universe, a journey that would force Aronofsky and his team to consider how

their spaceship would look. “In typical depictions of a spacecraft, there are a lot of

fluorescent panels and gadgets all over,” says the writer/director. “But they get in the way of

that amazing view. So we decided to distill the ship down to its most necessary function—

which is to carry Tom and the tree through space without losing the spectacle of the

journey.”

The result looks more like a soap bubble than the space shuttle. “Five hundred years

from now technology is going to be very different, so this spaceship has no buttons or

control panels,” notes Watson. “There’s something magical about Tom’s ship because it’s

not really explained. You don’t know how he gets the Tree in there, or how he’s controlling

his flight. You should just sit back and enjoy the ride.”

In creating the film’s imaginative visuals, the effects team set out to craft a timeless

and original look for outer space that did not rely heavily on computer-generated imagery.

Aronofsky explains, “Once we settled on a spaceship that was translucent we had to decide

how we wanted space to look. I wanted to give the audience something different from what

they’ve seen—something organic.”

To achieve that goal, the visual effects team of Jeremy Dawson and Dan Schrecker,

from internal-effects house Amoeba Proteus, enlisted English photographer Peter Parks

who shoots micro-photographs of tiny chemical reactions interacting in a Petri dish.

Dawson remarks, “The textured world of Peter’s photographs was similar to the

Hubble photographs we’d been looking at. Once blown up, these living things looked like

space to us.”

“What’s really amazing is that the substances that Peter shot are all contained in an

area that’s no bigger than a postage stamp,” adds Schrecker. “And none of the elements used

to create space are generated strictly from the computer. They’re just collages of actual

photography.”

When enhanced these microscopic living things look like a golden nebula. “I liked

the idea of something so small representing something so vast,” adds Aronofsky. “It was a

great complement to the themes of the story.”

Aronofsky’s ideas about Tom’s ship and the look of space carried through the rest of

the production design elements. “There was a definite mandate from Darren about the look

of the film,” notes Labatique. “We didn’t want it to have a contemporary gloss, so we

decided to try and do as many things in-camera as possible. We do have our share of green

screens, but with those screens came elements that we shot ourselves.”

Iain Smith expands on the idea. “Darren believes visual effects are there to support

and extend the story but the film should be about the heart.”

That is not to say the film doesn’t have its share of eye-popping visual stunts.

Special makeup effects supervisor Adrien Morot reveals that it took five long months to rig

just one of the effects shots on his to-do list. “There is the scene where Tomas drinks from

the Tree of Life. A moment later, he starts to convulse and falls to the ground. Suddenly

flowers and greenery start blooming out of his body…from all over. Darren wanted to do

that live, without computer effects.”

The shot would inspire Morot to go back to the days when creating a shot using CGI

wasn’t a possibility. “Basically we took what is essentially a big plastic bladder and glued

leaves and flowers onto the bag. Once it’s inflated, it looks like a full bouquet. We used 60

of them. Hugh even had one in his mouth, with a tube hidden under his beard,” says the

supervisor. “Building the air rig was quite a task. It took a lot of power to simultaneously

pressurize those things.”

“The beauty of Darren’s philosophy,” says costume designer Renée April, “is that it’s

not only about the end product but also about the process of making the film. That’s very

unusual in Hollywood. We created everything for the Mayans, from their costumes, to their

hairpieces, to the bones they wear.”

April’s pièce de résistance may be Queen Isabel’s gown, a shimmering cascade of

olive and gold, with a branchlike pattern woven into the design. For the futuristic sequences,

a very narrow color scheme was used consisting of warm gray and charcoal.

“I had to find a line to connect these three stories, not only in color or texture, but

also in some little reminder of what was there before,” states the designer. “The Queen’s

dress has a pattern with tree branches. Then, in the contemporary story, Izzi has a blanket

that you barely see, but it’s got the same design. And of course Tom is traveling with this

great tree—so all three periods are linked in an almost subliminal way.”

More overt signals were also employed. “Rachel’s character wears white throughout

the film, and she’s almost always backlit by white,” details April. “Hugh’s character is shown

a lot in the darkness and shadow, so we dressed him in black.”

Composer Clint Mansell also sought to create connections beyond the visual. “In

the beginning, we talked about each time period having its own theme,” notes Mansell, who

is another of Aronofsky’s longtime collaborators. “But ultimately Darren does a lot of

cross-cutting between the worlds, so I had to focus on the emotional arc of the characters

over the film as a whole.” To craft the score, Mansell wrote six themes he called “Lonely

Man,” “Snow,” “Tree of Life,” “Red Dress,” “Road to Awe” and “Romance.” “I

approached my composition as a three or four-movement symphony that weaves emotions

through the story and then climaxes when all the elements of Thomas’ life come together.”

Similarly, James Chinlund’s set designs are meant to further the character’s central

motivation and emotional state. “All the sets were designed around the principle of the light

at the end of a long tunnel, which mirrors Tom’s voyage on the ship. He starts in the dark

and moves toward a distant light, so we created lots of long passages. We used scrims and

materials that would diffuse light in different ways.”

Tommy’s laboratory was no different. “The windows in the lab look out onto

rock,” continues Chinlund. “The lab is underground, and there’s no light getting in, except

in the atriums, where the white light is trying to penetrate. The practicals in the lab had a

gold tint—which for us represents logic and science—a misdirect for Tommy on his path

toward the white light.”

Aronofsky avers, “Izzi is Tom’s beacon, his only truth—whenever she appears she

represents love and purity.”

“FINISH IT”

In the film, Izzi has written a book about a conquistador on a quest for his Queen,

but she tells Tommy to write the last chapter—asking him to “finish it.” Izzi has discovered

a sense of peace through her illness, and wants her husband to find that peace as well. She

knows it’s the only way for Tommy to complete his journey.

“Taking this journey with Darren as Thomas Creo was a singular experience,” states

the film’s leading man. “I think he’s crafted a beautiful story that is at times tragic and

enlightening, and sometimes even funny. It’s a love story. It’s visually amazing and

intellectually challenging. I hope it touches people. I think it will.”

Adds the writer/director, “I like to be taken somewhere when I go to see films. I like

to be transported. I’m hoping that “The Fountain” takes people to places they’ve never

seen…but most of all I hope they’re entertained.”

ABOUT THE CAST

HUGH JACKMAN (Tomas, Tommy, Tom Creo), a native of Australia, made his

first major U.S. film appearance as Wolverine in 2000’s “X-Men,” which marked the first

installment of the blockbuster franchise. He has since reprised the role in “X2” and “X

Men: The Last Stand.” In addition, Jackman earned a Golden Globe Award nomination for

his performance in the romantic comedy drama “Kate & Leopold,” opposite Meg Ryan.

Jackman most recently starred with Scarlett Johansson in Woody Allen’s comedy

“Scoop.” His additional film credits include the title role in “Van Helsing”; the thriller

“Swordfish,” with John Travolta and Halle Berry; and the romantic comedy “Someone Like

You,” opposite Ashley Judd. In addition to “The Fountain,” Jackman has three more films

due out in 2006. He next stars in Christopher Nolan’s “The Prestige,” and will also be heard

in the animated features “Flushed Away” and “Happy Feet.”

An award-winning stage actor, Jackman was honored with the 2004 Tony Award for

Best Actor in a Musical for his portrayal of singer-songwriter Peter Allen in the Broadway

hit “The Boy from Oz.” His work in that show also brought him Drama Desk, Drama

League, Outer Critics Circle, and Theatre World Awards. His previous theatre credits

include: “Carousel,” at Carnegie Hall; “Oklahoma!,” at the National Theater in London, for

which he received an Olivier Award nomination; “Sunset Boulevard,” for which he won a

‘MO’ Award (Australia’s equivalent of a Tony); and Disney’s “Beauty and the Beast,” for

which he also received a ‘MO’ Award nomination.

Jackman began his career in Australia in the independent films “Paperback Hero”

and “Erskineville Kings.” For his performance in the latter, he won the Film Critics Circle

of Australia’s Best Actor Award and earned a nomination for the Australian Film Institute’s

Best Actor Award. In 1999, he was named Australian Star of the Year at the Australian

Movie Convention.

RACHEL WEISZ (Isabel, Izzi Creo) won an Academy Award for her performance

in “The Constant Gardener.” In Fernando Meirelles’ highly acclaimed drama, she played the

doomed activist Tessa Quayle. For the performance, she also won the Golden Globe, the

London Film Critics Circle Award and the SAG Award.

Born and raised in London, Weisz has also appeared in “The Mummy” films,

“About a Boy,” Jean-Jacques Annaud’s “Enemy at the Gates,” “Beautiful Creatures,”

“Swept from the Sea,” and Bernardo Bertolucci’s “Stealing Beauty.”

Weisz made her London stage debut in Noel Coward’s “Design for Living,” directed

by Sean Mathias, for which she received the London Drama Critics Award for Outstanding

Newcomer. She reunited with Mathis for the West End production of “Suddenly Last

Summer.” In 2001, she worked with Neil LaBute in London and then off-Broadway in the

stage production of “The Shape of Things.”

Weisz studied English at Cambridge University, where she also co-founded the

Talking Tongues Theater Group. The company performed numerous experimental pieces

and won the prestigious Guardian Award at the Edinburgh Fringe Festival.

ELLEN BURSTYN (Dr. Lillian Guzetti) is one of the only actresses ever to have

won both a Tony Award and an Academy Award in the same year. In 1975, she won a Tony

for her performance in Bernard Slade’s production of “Same Time, Next Year” on

Broadway, and took home an Oscar for the title role in Martin Scorsese’s “Alice Doesn’t

Live Here Anymore.” For her work in that film, she also received a Golden Globe Award

nomination and won a British Academy Award for Best Actress. Burstyn has also been

honored with Academy Award and Golden Globe Award nominations for her work in “The

Last Picture Show,” “The Exorcist,” “Same Time, Next Year,” “Resurrection,” and Darren

Aronofsky’s “Requiem for a Dream.” In addition, she won an Independent Spirit Award

and received a Screen Actors Guild Award nomination for her performance in the last.

Burstyn’s long list of film credits also includes “Alex in Wonderland,” “The King of

Marvin Gardens,” “Harry and Tonto,” “Providence,” “Dream of Passion,” “Silence of the

North,” “Twice in a Lifetime,” “Dying Young,” “The Cemetery Club,” “Roommates,”

“How To Make An American Quilt,” “The Babysitter’s Club,” “The Spitfire Grill,” “Playing

By Heart,” “The Yards,” “Walking Across Egypt,” “The Divine Secrets of the Ya-Ya

Sisterhood” and Neil LaBute’s remake of “The Wicker Man.”

Burstyn has also garnered three Emmy Award nominations for her work on

television, the most recent coming this year for her work in the television movie “Mrs.

Harris.” She received her first Emmy nod in 1981 for her performance in the title role of

“The People vs. Jean Harris,” for which she was also Golden Globe-nominated. She gained

a second Emmy nomination for her role in the 1987 Hallmark Hall of Fame production

“Pack of Lies.”

A consummate stage actress, Burstyn appeared on Broadway in the 1982 production

of “84 Charing Cross Road,” and off-Broadway in “Park Your Car in Harvard Yard,” in

which she starred with Burgess Meredith. She starred in the acclaimed one-woman play

“Shirley Valentine,” and then starred in the Broadway plays “Shimada,” in 1992, and

“Sacrilege,” in 1995. In the mid-90s, she starred in two plays written by Horton Foote: “The

Trip to Bountiful” and “The Death of Papa.” She also starred in Eugene O’Neill’s “Long

Days Journey Into Night,” at Houston’s Alley Theatre and at Hartford Stage in Connecticut.

In the fall of 2003, Burstyn returned to Broadway in “Oldest Living Confederate Widow

Tells All,” presented at the Longacre Theater, where she had made her Broadway debut in

1957 in Sam Locke’s “Fair Game.”

Burstyn was the first woman to be elected President of Actor’s Equity Association

(1982-85), and served as the Artistic Director of the Actors Studio for six years, where she

studied with the late Lee Strasberg. She received the Career Achievement Award from the

2000 Boston Film Festival and the Career Achievement Award from the prestigious

National Board of Review in 2001. In 1996, she was nominated for a Grammy in the Best

Spoken Word category as the narrator of “Growing Old Along With Me, The Best Is Yet

To Be.” She holds three honorary doctorates, one in Fine Arts from the School of Visual

Arts, a Doctor of Humane Letters, from Dowling College, as well as one from the New

School for Social Research, where she teaches in the Actors Studio/New School M.F.A.

program. Burstyn also lectures throughout the country on a wide range of topics.

Burstyn recently completed her memoir, titled Lessons in Becoming Myself, which is

being published by Riverhead Press.

ABOUT THE FILMMAKERS

DARREN ARONOFSKY (Writer/Director) made his feature film directorial

debut with the acclaimed independent feature “p,” which he also co-wrote. The film

brought him several honors, including the Director’s Award at the 1998 Sundance Film

Festival and an Independent Spirit Award for Best First Screenplay. His second film, the

critically acclaimed “Requiem for a Dream,” premiered at the 1999 Cannes Film Festival and

captivated both critics and audiences. Starring Ellen Burstyn, Jared Leto, Jennifer Connelly

and Marlon Wayans, the film went on to earn five Independent Spirit Award nominations,

including one for Best Feature and one for Aronofsky for Best Director. The accolades

continued with “Requiem for a Dream” being named on more than 150 Top-Ten Lists for

2000, including those of The New York Times, Rolling Stone, Entertainment Weekly, and

the American Film Institute. For her work in the film, Burstyn won the Spirit Award for

Best Actress and earned Oscar, Golden Globe and SAG Award nominations.

In 1996, Aronofsky and producing partner Eric Watson formed the production

company Protozoa Pictures to develop future projects. Protozoa subsequently launched

Amoeba Proteus to develop animated feature films.

Born in Brooklyn, Aronofsky graduated from Edward R. Murrow High School and

went on to study live action and animation at Harvard University. His senior thesis film,

“Supermarket Sweep,” won international awards and was a national finalist in the 1991

Student Academy Awards. In 1994, he received an M.F.A. in Directing from the American

Film Institute. AFI again honored Aronofsky in 2001 with the prestigious Franklin J.

Schaffner Alumni Medal.

ERIC WATSON (Producer) began his career at San Francisco State University,

majoring in Broadcast Communication Arts. He went on to study Motion Picture

Production at the American Film Institute, and was awarded the Mary Pickford Scholarship

for Excellence in Producing. Watson first met and collaborated with director Darren

Aronofsky and cinematographer Matthew Libatique at AFI, marking the beginning of a long

and productive partnership.

In 1995, Watson moved to New York City to produce his first feature, “p,” directed

by Aronofsky. The movie debuted at the Sundance Film Festival in 1998. Released that

summer, it was warmly received by a wide audience, and went on to earn Watson an

Independent Spirit Award nomination for Best First Feature.

Watson also produced “Requiem for a Dream,” Aronofsky’s follow-up to “p,” which

stars Academy Award winner Ellen Burstyn, Jared Leto, Academy Award winner Jennifer

Connelly, and Marlon Wayans. “Requiem for a Dream” was named one of the Top Ten

Films of 2000 by a number of national publications, including The New York Times, Rolling

Stone and Entertainment Weekly.

In 1996, Watson and Aronofsky formed the production company Protozoa Pictures.

Protozoa is currently developing several projects, including an adaptation of the novel

Flicker, written by Theodore Roszak; an adaptation of the novel Song of Kali, written by

Dan Simmons; and “The Hunt.”

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Watson also served as executive producer on Rob Schmidt’s feature début, “Saturn,”

and on David Twohy’s “Below.”

ARNON MILCHAN (Producer) is widely renowned as one of the most prolific and

successful independent film producers of the past 25 years, with over 100 feature films to his

credit. Born in Israel, Milchan was educated at the University of Geneva. His first business

venture was transforming his father’s modest business into one of his country’s largest agrochemical

companies. This early achievement was a harbinger of Milchan’s now-legendary

reputation in the international marketplace as a keen businessman.

Soon, Milchan began to underwrite projects in areas that had always held a special

interest for him – film, television and theater. Early projects include Roman Polanski’s theater

production of “Amadeus,” “Dizengoff 99,” “La Menace,” “The Medusa Touch” and the miniseries

“Masada.” By the end of the 1980s, Milchan had produced such films as Martin

Scorsese’s “The King of Comedy,” Sergio Leone’s “Once Upon at Time in America” and Terry

Gilliam’s “Brazil.”

After the huge successes of “Pretty Woman” and “The War of the Roses,” Milchan

founded New Regency Productions and went on to produce a string of successful films

including “J.F.K,” “Sommersby,” “A Time to Kill,” “Free Willy,” “The Client,” “Tin Cup,”

“Under Siege,” “L.A. Confidential,” “The Devil’s Advocate,” “The Negotiator,” “City of

Angels,” “Entrapment,” “Fight Club,” “Big Momma’s House,” “Don’t Say a Word,”

“Daredevil,” “Man on Fire,” “Guess Who,” “Mr. and Mrs. Smith” and “Big Momma’s House

2.”

His upcoming projects include: “Deck the Halls,” a holiday-themed comedy starring

Matthew Broderick, Danny DeVito, Kristin Davis and Kristin Chenoweth, directed by John

Whitesell; “Firehouse Dog,” a family comedy starring Josh Hutcherson, Bruce Greenwood,

Dash Mihok, Steven Culp and Bree Turner, directed by Todd Holland; “Jumper,” a sci-fi action-

adventure directed by Doug Liman; and “Dallas,” based on the television phenomenon directed

by Gurinder Chada.

Along the way, Milchan brought on board two powerful investors and partners who

share his vision: Nine Network and Twentieth Century Fox. Fox distributes Regency movies in

all media worldwide (excluding an output arrangement Regency has in Germany), including on

U.S. pay television, and international pay and free television. Milchan also successfully

19

diversified his company’s activities within the sphere of entertainment, most specifically in the

realm of television through Regency Television (“Malcolm in the Middle,” “The Bernie Mac

Show” and “Windfall”) and sports where the company was at one time the largest shareholder

of PUMA, the worldwide athletic apparel and shoe conglomerate based in Germany, which was

later sold after a successful re-branding of the brand in 2003. In addition, Regency has acquired

the worldwide television rights to Women’s Tennis Association Tournaments from 1999

through 2011 and has licensed these rights to Pan European Broadcaster Eurosport S.A.

Regency owns a large stake in the Israeli Network, a television station brought to the United

States via a satellite distribution agreement with Echostar. Recently, Regency also acquired a

large stake in Channel 10, one of only two commercial broadcast stations in Israel.

IAIN SMITH (Producer) was born in Glasgow in 1949, and graduated from the

London Film School in 1971. He worked in London for several years before returning to

his native Scotland to make “My Childhood” for the British Film Institute, the first movie in

the award-winning trilogy by the late Bill Douglas.

Smith went on to form his own production company, in partnership with Jon

Schorstein, and together they produced television commercials, documentaries, children’s

feature films, and low budget dramas. In 1978, Smith served as the production manager on

Bertrand Tavernier’s “Deathwatch,” starring Harvey Keitel. A year later, he joined David

Puttnam and Hugh Hudson to make “Chariots of Fire.”

He served as line producer on a variety of films for David Puttnam, including Bill

Forsyth’s “Local Hero,” starring Burt Lancaster; Roland Joffe’s “The Killing Fields,” starring

Sam Waterston; and Joffe’s “The Mission,” starring Robert DeNiro and Jeremy Irons. He

also produced Brian Gilbert’s “The Frog Prince.”

In 1987, he formed Applecross Productions and went on to co-produce Richard

Marquand’s “Hearts of Fire,” starring Bob Dylan and Rupert Everett, and Michael Austen’s

“Killing Dad,” with Richard E. Grant, Denholm Elliott, and Julie Walters. In 1991, he coproduced

Roland Joffe’s “City of Joy,” starring Patrick Swayze and Pauline Collins, and, in

1992, served as executive producer on Ridley Scott’s “1492—Conquest of Paradise,” starring

Gerard Depardieu and Sigourney Weaver.

In 1994, Smith co-produced Stephen Frears’s “Mary Reilly,” starring Julia Roberts

and John Malkovich, followed by Luc Besson’s “The Fifth Element,” starring Bruce Willis

and Gary Oldman. He then produced Jean-Jacques Annaud’s “Seven Years in Tibet,”

starring Brad Pitt, as well as Jon Amiel’s “Entrapment,” with Sean Connery and Catherine

Zeta-Jones.

He went on to serve as executive producer on Tony Scott’s “Spy Game,” starring

Robert Redford and Brad Pitt; Anthony Minghella’s “Cold Mountain,” starring Jude Law,

Nicole Kidman and Renée Zellweger; and as producer on Oliver Stone’s “Alexander,”

starring Colin Farrell, Anthony Hopkins and Angelina Jolie. Smith also serves as a producer

on Alfonso Cuaron’s futuristic drama “Children of Men,” which makes its world premiere at

this year’s Venice Film Festival, starring Clive Owen, Julianne Moore and Michael Caine.

Smith is a board member of both The U.K. Film Council and The Scottish Screen.

He has served on The Scottish Film Council, The Scottish Film Production Fund, The

Scottish Film Training Trust, and as a governor of the National Film and Television School.

He is currently Chair of the Film Skills Strategy Committee, Deputy Chairman of the British

Film Advisory Group, and is a director of the Children’s Film and Television Foundation.

NICK WECHSLER (Executive Producer) has produced or executive produced a

variety of independent and studio movies, most recently “North Country,” starring Charlize

Theron, Frances McDormand, and Sissy Spacek. Wechsler is currently in post-production

on “We Own the Night,” starring Mark Wahlberg and Joaquin Phoenix and in preproduction

on “Reservation Road,” starring Joaquin Phoenix and Mark Ruffalo and to be

directed by Terry George.

Many of the films Wechsler produced have gone on to win awards, including “Sex,

Lies and Videotape,” which garnered the Cannes Film Festival Palme d’Or in 1989;

“Drugstore Cowboy,” the National Society of Film Critics pick for Best Film that same year;

“The Player,” which received the 1991 Golden Globe for Best Motion Picture Comedy;

“Little Odessa,” which won the 1995 Venice Film Festival Silver Lion Award; “Love Jones,”

which received the 1997 Sundance Film Festival Audience Award for Best Film; and “Eve’s

Bayou,” winner of the Independent Spirit Award for Best First Feature, in 1998.

“The Fountain” marks Wechsler’s second collaboration with Darren Aronofsky,

having previously served as an executive producer on “Requiem For A Dream” in 2000.

Wechsler also executive produced Spike Lee’s “25th Hour,” starring Edward Norton, Phillip

Seymour Hoffman, and Barry Pepper; and produced Phillip Kaufman’s “Quills,” starring

Geoffrey Rush and Kate Winslet. His other production credits include John Herzfeld’s

“Fifteen Minutes,” starring Robert DeNiro and Ed Burns; “Invisible Circus,” starring

Cameron Diaz; and “The Yards,” starring James Caan, Joaquin Phoenix, and Mark

Wahlberg. Wechsler also served as executive producer on “Signs & Wonders,” directed by

Sundance award-winner Jonathan Nossiter, as well as “Noriega” for Showtime.

ARI HANDEL (Story, Associate Producer) graduated from Harvard University

with a degree in biology, and went on to get a PhD in neuroscience from New York

University’s Center for Neural Science. In 2000, Ari left academia to work on the

development of “The Fountain.” Since 2002, Ari has been the President of Protozoa

Pictures, where he is currently writing and developing new projects.

MATTHEW LIBATIQUE (Director of Photography) is a graduate of the

American Film Institute. His collaboration with Darren Aronofsky on “p” gained him an

Independent Spirit Award nomination in l997. Their second collaboration, “Requiem for a

Dream,” garnered Libatique the Independent Spirit Award for Best Cinematography in

2001. “The Fountain” is their third team project.

Most recently he acted as cinematographer on “Inside Man,” directed by Spike Lee.

Libatique has collaborated on two films with director Joel Schumacher, “Tigerland” and

“Phone Booth.” His other film credits include “Everything Is Illuminated,” “Gothika,”

“Abandon,” “Josie and the Pussycats,” “Saturn,” “She Hate Me,” and “Never Die Alone.”

He began his career as a cinematographer in the music video industry. Libatique’s

work has appeared on MTV for such artists as Death In Vegas, Erykah Badu, Incubus,

Tupac Shakur, Moby, Tracy Chapman, Snoop Dogg, and Jay-Z. In 2002, Libatique was

awarded the Music Video Production Association Cinematography Award for his work with

Matchbox Twenty. His commercial credits include work for clients as diverse as

Volkswagen, Sprite, BMW, The Gap, and Major League Baseball.

Libatique is a member of the American Society of Cinematographers and the

Academy of Motion Picture Arts and Sciences.

JAMES CHINLUND (Production Designer) has worked with some of the

industry’s most innovative filmmakers. In addition to his initial collaboration with Darren

Aronofsky on “Requiem for a Dream,” he has worked with director Spike Lee on his

critically acclaimed film “The 25th Hour,” with director Paul Schrader on his ‘60s era biopic

“Autofocus” and with Todd Solondz on the dark suburban portrait “Storytelling.”

Chinlund was born in New York City, and graduated from Cal Arts in Los Angeles

with a degree in Fine Arts. His first feature credit was as art director on Vincent Gallo's

“Buffalo 66,” and, in 1998, Chinlund met Matthew Libatique and Eric Watson on the set of

Rob Schmidt’s “Saturn,” his first feature credit as production designer.

In addition to his work in the film industry, Chinlund has worked extensively in the

commercial and fashion industries with such directors as Lance Acord, Roman Copolla,

Todd Oldham and Gus Van Sant; and such clients as Calvin Klein, MiuMiu, Chloe, Pirelli,

Sony, Levi’s, Estee Lauder and Nike.

JAY RABINOWITZ (Editor) previously collaborated with Darren Aronofsky as

the editor on “Requiem for a Dream.” He more recently edited Curtis Hanson’s “8 Mile”

and Jim Jarmusch’s “Broken Flowers.”

Rabinowitz has also been Jarmusch’s editor of choice on the films “Coffee and

Cigarettes,” “Ghost Dog: The Way of the Samurai,” “Dead Man,” “When Pigs Fly” and

“Night on Earth.” Rabinowitz’s other film work includes Paul Schrader’s “Affliction,”

Keith Gordon’s “Mother Night” and Lodge H. Kerrigan’s “Clean, Shaven.”

For television, Rabinowitz served as an editor on the series “Oz” and “Homicide:

Life on the Street.”

RENÉE APRIL (Costume Designer) has created the costumes for a wide range of

films, most recently including Bill Paxton’s “The Greatest Game Ever Played,” Roland

Emmerich’s “The Day After Tomorrow” and George Clooney’s “Confessions of a

Dangerous Mind.” Her other film credits include “Heist,” “Waking the Dead,” “Grey

Own,” “The Red Violin,” “Mother Night,” “Mrs. Parker and the Vicious Circle,” “Map of

the Human Heart,” “Black Robe,” “The Moderns,” “Children of a Lesser God” and “Agnes

of God.”

In addition, April has won three Genie Awards for her work on the television

projects “Tales From the Neverending Story,” “The Hound of the Baskervilles” and

“Million Dollar Babies.” She also served as the costume designer on such telefilms as “The

Audrey Hepburn Story” and “Pretty Poison.”

CLINT MANSELL (Composer) rejoins the creators of “The Fountain,” having

worked on their earlier films “Requiem for a Dream” and “p.” Mansell is the former

vocalist, guitarist, and keyboard player for Pop Will Eat Itself.

His most recent project was composing the score for the action movie “Smokin’

Aces,” starring Ben Affleck, Jeremy Piven and Alicia Keys.

Mansell has also scored such films as “Doom,” “Wind Chill,” “Trust the Man,”

“Sahara” and “The Hole.”

JEREMY DAWSON and DAN SCHRECKER (Visual Effects Designers) formed

Amoeba Proteus in 1997 to create graphics, titles, music videos, and trailers for Darren

Aronofsky’s first feature film, “p.” Following this success, Dawson and Schrecker

collaborated again with Aronofsky to create the visual effects for “Requiem for a Dream.”

Since that time, the company has gone on to supervise visual effects on a number of films,

including “Frida,” which garnered the team a Visual Effects Society nomination for Best

Visual Effects, “Confessions of a Teenage Drama Queen” and Wes Anderson’s “The Life

Aquatic with Steve Zissou” for which they oversaw all of the animation and underwater

components of the film.

Dawson and Schrecker met as undergraduates at Harvard, where they were

classmates and friends with Aronofsky. After Dawson received his undergraduate degree, he

went on to complete an MFA in Photography and Digital Media from the School of Visual

Arts in New York. Dan Schrecker studied animation at Harvard before going on to receive a

Masters degree from NYU’s Interactive Telecommunications Program.

Amoeba Proteus is currently working on an original animated feature film that they

will write and direct.

ADRIEN MOROT (Key Special Effects Makeup Artist) is the founder of Maestro

FX Studios and is considered one of the industry’s most inventive special effects artists.

Morot recently completed work on the upcoming film “The Covenant.” His other

film credits include “Lucky Number Slevin,” “The Day After Tomorrow,” “A Hole in One,”

“Taking Lives,” “Secret Window,” “The Sum of All Fears,” “Decoys,” “Beyond Borders,”

“Sur le seuil,” “My Little Eye,” “The Adventures of Pluto Nash,” “Wisegirls,” “A Glimpse of Hell,” “The Art of War,” “The Bone Collector,” “Lady of the Lake,” “The Education of Little Tree,” “Mrs. Parker and the Vicious Circle,” and “Blood Symbol.”

WARNER BROS. PICTURES and REGENCY ENTERPRISES Present

A PROTOZOA PICTURES / NEW REGENCY Production

A Film by DARREN ARONOFSKY

HUGH JACKMAN

RACHEL WEISZ

“THE FOUNTAIN”

and ELLEN BURSTYN

Directed by

DARREN ARONOFSKY

Screenplay by

DARREN ARONOFSKY

Story by

DARREN ARONOFSKY & ARI HANDEL

Produced by

ERIC WATSON

ARNON MILCHAN

IAIN SMITH

Executive Producer

NICK WECHSLER

Director of Photography

MATTHEW LIBATIQUE, ASC

Production Designer

JAMES CHINLUND

Edited by

JAY RABINOWITZ, A.C.E.

Costume Designer

RENÉE APRIL

Music by

CLINT MANSELL

HAPPY FEET

In the great nation of Emperor Penguins, deep in Antarctica, you're nobody unless you can sing-which is unfortunate for Mumble (ELIJAH WOOD), who is the worst singer in the world. He is born dancing to his own tune…tap dancing.

Though Mumble's mom, Norma Jean (NICOLE KIDMAN), thinks this little habit is cute, his dad, Memphis (HUGH JACKMAN), says “it just ain't penguin.” Besides, they both know that without a Heartsong, Mumble may never find true love.

As fate would have it, his one friend, Gloria (BRITTANY MURPHY), happens to be the best singer around. Mumble and Gloria have a connection from the moment they hatch, but she struggles with his strange “hippity-hoppity” ways.

Mumble is just too different-especially for Noah the Elder (HUGO WEAVING), the stern leader of Emperor Land, who ultimately casts him out of the community.

Away from home for the first time, Mumble meets a posse of decidedly un-Emperor-like penguins-the Adelie Amigos. Led by Ramon (ROBIN WILLIAMS), the Adelies instantly embrace Mumble's cool dance moves and invite him to party with them.

In Adelie Land, Mumble seeks the counsel of Lovelace the Guru (also voiced by ROBIN WILLIAMS), a crazy-feathered Rockhopper penguin who will answer any of life's questions for the price of a pebble.

Together with Lovelace and the Amigos, Mumble sets out across vast landscapes and, after some epic encounters, proves that by being true to yourself, you can make all the difference in the world.

Warner Bros. Pictures presents, in association with Village Roadshow Pictures, a Kennedy Miller production, in association with Animal Logic Film. A George Miller film, “Happy Feet” features the voices of Elijah Wood, Robin Williams, Brittany Murphy, Hugh Jackman, Nicole Kidman, Hugo Weaving and Anthony LaPaglia.

The film also features the tap dancing of Savion Glover. “Happy Feet” is directed by George Miller, who also co-wrote the screenplay with John Collee, Judy Morris and Warren Coleman. The film is produced by Doug Mitchell, George Miller and Bill Miller, with Zareh Nalbandian, Graham Burke, Dana Goldberg, and Bruce Berman executive producing. The music is composed by John Powell, and the soundtrack also includes songs performed by Prince, Yolanda Adams, Fantasia Barrino, Gia Farrell, Chrissie Hynde, Patti LaBelle, k.d. lang, Jason Mraz, and Pink.

“Happy Feet” will be released by Warner Bros. Pictures, a Warner Bros. Entertainment Company, and in select territories by Village Roadshow Pictures.

The film has been rated “PG” for “some mild peril and rude humor.”

“If ‘Babe’ was the ‘talking-pig’ movie, then this is the ‘dancing-penguin’ movie,” states George Miller about the films he helped bring to the world in the 1990s, and his most recent work, ‘Happy Feet,’ which he co-wrote, produced and directed. Miller came to the idea of the story of an Emperor Penguin who happens to be a great tap dancer after watching a number of documentaries on the wildlife of the Antarctic.

“There’s only one thing that attracts me to any project whether it be ‘Mad Max,’ or fables about pigs or penguins—the power of the story,” Miller states. “Story is king! What’s so seductive about working in film is that you can go into whatever world you like, but you’re always trying to find the most meaningful stories. So, to me, there’s not much difference between ‘Mad Max,’ ‘Babe,’ or, indeed, the creatures of ‘Happy Feet.’

“I was always attracted to the epic nature of Antarctica,” the director continues. “About ten years ago, when I saw ‘Life in The Freezer,’ the BBC/National Geographic documentary on penguins, it struck me that there was a great story there. Penguins live such extraordinary lives, richly allegorical in terms of how we conduct ourselves as humans. The way they survive at the far end of the planet, huddling against the cold, sharing the warmth, singing to find a mate.”
Miller is referring to the penguin’s ‘Heartsong,’ the identity-defining croon of the Emperor Penguin, and the way they distinguish each other within the flock. “To us, it sounds like squawking,” he clarifies. “But to each individual penguin, it’s like a song. There might be 25,000 birds on an Antarctic ice shelf, each having a song unique to themselves, and somehow one manages to find another through the cacophony.

“This story follows our main character from the moment of his parents’ coming together, his hatching and childhood, all the way up through young adulthood and all the experiences that he endures trying to find his way in the world.”

Into the community of the Emperor Penguins, the hero, Mumble, is born unable to sing. His parents take him to a remedial teacher who encourages him to give expression to his deepest feelings. But they come out in the form of tap dancing, which is regarded by his community as being a little weird.

The use of the Heartsong idea allowed Miller to incorporate music and dance into his story, which would go on to feature contemporary and classic songs, as well as various styles of dancing.

“‘Happy Feet’ started long before ‘March of the Penguins’ was released,” explains Miller in answer to a question he is often asked. “The fact that the documentary was so successful was a double delight because it helped set up interest in our computer-animated movie about penguins.”

To bring the central character of Mumble to life would require a fleet of technical wizards and a special voice talent. Co-writer Judy Morris offers, “Mumble is earnest and open to new things. We knew whoever voiced him would have to be able to communicate an intelligent innocence, and, at the same time, be hip and cool. We needed an actor with a real, open quality; we found the perfect match in Elijah Wood.”

“Mumble’s confidence and innate sense of self is extraordinary,” says Wood, who portrayed another determined hero in the “The Lord of the Rings” trilogy. “He refuses to see his dancing as a problem, and he doesn’t want to give up the part of himself that makes him unique. He’s saying, ‘I have this oddity, but it’s not odd to me, it’s just odd to you. I’m okay with it, so you’re the one who has to come around.’”

Wood is proud to send a strong message of self-acceptance to children and adults alike. “It’s really important for everyone to realize that we shouldn’t compromise on those things that are individual to us, especially for other people.”

While Wood provided Mumble’s voice, his unusual Heartsong would come from another talented performer—Tony Award-winning dancer Savion Glover. “I can relate to Mumble a lot,” declares Glover. “Because, while I’m true to my own art form, which is tap dancing, I’m not much of a singer. I’ve tried it; I’ll continue to have a go at it, but I’m better at expressing myself through my feet, just like Mumble.”

Glover also responded to the character’s fish-out-of-water feeling. “At school, Mumble feels like a geek. I’m a geek, too. A tap dance geek.”

Adding to the all-star voice talent of the cast are two of Australia’s leading native stars: Hugh Jackman as Mumble’s father, Memphis, and Nicole Kidman as his mother, Norma Jean.

“Memphis is a pretty cool penguin,” says Jackman, a Tony Award winner for his performance as Australia’s “favorite son,” Peter Allen, in Broadway’s hit show “The Boy From Oz.” He continues, “And he sure does love Norma Jean. When they fall for each other, he’s the happiest he’s ever been in his life.”

Kidman, an Academy Award winner for her portrayal of Virginia Woolf in “The Hours,” was also no stranger to singing on-screen, having played Satine, the songstress of the Moulin Rouge in Baz Luhrmann’s film of the same name.

“Working with Nicole again was just wonderful,” states Miller. “She’s quite something. When the producer Doug Mitchell called her to talk about the film, she agreed to do it on the spot. When I asked her later why she took it on without even reading the script, she said that, given our past relationship, she would never say no. I was really taken aback by the kindness of that gesture.”
“When you first meet Norma Jean, a lot of the penguin boys are interested in her. She has this wiggle and this walk and this voice. It’s cute and sexy. But she only has eyes for Memphis,” says Kidman. “Then they have a baby together, and from the moment she sees Mumble, she just loves him. She doesn’t care that his Heartsong sounds a little different; she thinks he’s perfect just the way he is, which is the way any mother feels about their child.”

“One of my favorite things about Norma Jean is that she’s the only one in the community who truly believes that there’s nothing wrong with Mumble,” adds Miller. “She stands up for her son.”
But Memphis blames himself for Mumble being so “different” because of a mishap when his son is still in the egg.

“He starts to lose his mojo,” says Jackman. “For much of the story, Memphis is very unhappy because he does the thing that Mumble refuses to do—he loses his sense of who he really is.”

“Memphis and Norma Jean want Mumble to be happy,” says Kidman. “But Memphis has a harder time with the dancing, so Norma Jean tries to help him bridge the gap. She says, ‘He may not be exactly like you, but he’s yours. Love him for who he is.’ Then, once Mumble shows his Dad that he’s going to be alright, the family comes together again.”
“I’m very proud of the family we assembled,” beams Miller. “Hugh, Nicole and Elijah really gave the story a beating heart.”

The penguin who makes Mumble’s heart leap is the strong and daring Gloria, voiced by Brittany Murphy. “Gloria is the greatest singer in a whole generation of penguins,” attests Miller, “so naturally I needed an actress who not only had a great speaking voice, but an inspiring singing voice as well.”

Known for a variety of film roles, Murphy had never sung on camera. “I didn’t know Brittany could sing until someone showed me a test she did,” recalls the director. “It turns out that she trained as a singer before she trained as an actor. She sang two songs in the movie and she was just superb.”

Gloria’s Heartsong is key to Mumble’s story. Presented at first as a slower version of the disco anthem “Boogie Wonderland,” the song is a true expression of her character. But it’s not until Mumble begs her to listen to the music he makes with his feet that her song finds a rhythmic match, and something new is set free.

Having always loved music, Murphy says that the passion to express oneself through song was an idea to which she responded. “Although Gloria knows she’s talented, her singing is viscerally driven. It’s a form of expressing her innermost thoughts and feelings, as Mumble does through the rhythm of his feet.”

The actress adds that she immediately liked her character. “Gloria’s very confident, strong and sassy, with tons of heart. She’s all about good intentions and she’s never afraid to speak up. She’s someone I would want for a best friend.”

Murphy’s character is devoted to her best friend Mumble, but her appreciation isn’t shared by the elders of the community, including Hugo Weaving’s cantankerous Noah.
“Hugo has a lovely voice,” says Miller, “but I pushed him to the limit. In one scene he had to shout above a fierce blizzard and a thousand singing voices.”

Wandering the wilds of Antarctica, Mumble finally finds true camaraderie in an unlikely place—with the Adelie Amigos, a group of five wisecracking Latino penguins, who may be a lot smaller than Mumble in size but have personalities that are larger-than-life. Led by Ramon, the most rambunctious of the crew, the Adelies quickly befriend our hero and, for the first time in his life, Mumble truly has somewhere to belong.

The Adelies brand Mumble’s moves “so accidentally cool” and show him how to really enjoy life.
To give the Adelies their fast-and-furious repartee, Miller first went to a master: legendary comedian Robin Williams, who plays Ramon. “All I needed to know when I agreed to do the film was that George Miller was directing,” declares Williams. “I mean, this is a man who has worked with talking pigs, and this movie is basically ‘March of the Penguins’ meets ‘Riverdance.’”
With Williams ready to voice the frenetic leader of the Amigos, Miller reached out to some of the Latino community’s established comedians to round out the group. Carlos Alazraqui, Johnny Sanchez III, Jeff Garcia and Lombardo Boyar gave voice to Nestor, Lombardo, Rinaldo and Raul, respectively.

“George was determined that we record the Amigos in a group, with all the microphones open,” notes co-writer Warren Coleman. “The actors stood in a loose circle so that they could always see and react to each other. They spurred each other on, searching for the line or idea that would make the whole room laugh. This spirit served our story superbly, as the Amigos are a family—a band of brothers who love and support each other.”

“We basically let them improvise and riff off each other,” adds Miller. “It got completely wild.”
“We were Los Penguinos,” exclaims Williams of his co-stars. “When we get together, we throw down!”

Williams especially enjoyed his character’s bravado and eye for women. “Ramon is great at finding pebbles. In the penguin world, pebbles are like bling and Ramon knows the girls like bling. He’s always trying to impress the ladies. That’s one of the reasons I wanted to do this character—because every one of us has a little macho penguin inside, and I wanted to get in touch with my macho penguin.”

The energy of the incomparable Williams could not be contained in just one role. The actor does double voice duty in the film, also starring as the eccentric Rockhopper penguin Lovelace, the Guru of Adelie Land, who also narrates the story.

Much of Lovelace’s allure is represented by his strange “talisman,” a discarded plastic six-pack ring that has gotten stuck around his neck. “Lovelace is smooth like Barry White. He dispenses wisdom. He answers all of the Adelies’ questions through his contact with the mystical beings who gave him his funky necklace,” notes Williams.

Playing both parts would require the actor to create two very distinct characters. “Robin has this intuitive talent,” notes Judy Morris. “His acting is a lot like Savion’s dancing—it’s something unexplainable. They’re both so talented and fast.”

“Robin makes no claim to be a singer, but he took it on—in Spanish no less. And, as with everything he does, he put all his heart and soul into it,” observes Miller.

Rounding out the cast are movie and television star Anthony LaPaglia as the Boss Skua, the leader of a gang of birds who menace young Mumble; and veteran actresses Miriam Margolyes and Magda Szubanski as penguin school teachers, Mrs. Astrakhan and Miss Viola, who try to coax a more palatable Heartsong from Memphis and Norma Jean’s young son. World famous zoologist and animal lover, the late Steve Irwin voices one of the humongous elephant seals who Mumble and the Adelies encounter in the vast wilderness of the Antarctic.

Miller offers, “I’ve been very lucky with this voice cast. Robin Williams, as the world knows only too well, is a force of nature. It was just a marvelous experience to work with him. What was also great to see was Robin working with the young actors like Elijah Wood and the four fine comedians who played the other Amigos—Johnny Sanchez, Jeff Garcia, Carlos Alazraqui and Lombardo Boyar.”

The director continues, “There is not a lot of difference working with voice actors or working with actors on a set. We organized the voice recording much as we do on a live-action set, recording as many actors as possible at once. It was such a lovely cast; we just put them together and let them go at it. I forced myself to close my eyes lest I became beguiled by those fabulous movie star faces.

“We recorded in many, many different places, depending where the actors were working at the time. Hugh, Nicole and Elijah were all recorded in Los Angeles and New York, and Robin in San Francisco and LA, along with Brittany and Anthony. Hugo Weaving was recorded in Australia. So the voicing was done all over the place. Acting is a contact sport and, at every opportunity, we put as many actors together as we could.”

When George Miller was first inspired to write “Happy Feet,” he wasn’t imagining it as a musical. “As I was conceiving this story, it occurred to me that the way the Emperor Penguins find their soul mates through song required that there be songs in the movie. When it turned out that Mumble couldn’t sing but could dance, I suddenly found that I was in the middle of a musical. I like to call it an accidental musical,” Miller remarks.

Miller ended up focusing the film around the Heartsong concept and, because popular music is a form of expression familiar to everyone, the producers selected iconic songs to bring the story to life. “Happy Feet” enlists many kinds of musical styles, including rock, funk, opera, rap, liturgical, pop, gospel and latin in the narrative.

“Because all the penguins look essentially the same, each had to be differentiated by unique voices and, indeed, unique songs, so I decided from the get-go to mainly use a repertoire of songs from the twentieth century,” Miller elaborates. “Judy Morris has a remarkable, encyclopedic knowledge of music; she’s like a walking iPod. She can conjure up any tune or any lyric of any song at a moment’s notice. In the countless sessions we held to select music, she came up with some inspired choices that fit our story.”

Helping to craft the musical soundscape for the film was noted composer John Powell. “We didn’t just need a composer on ‘Happy Feet,’ we needed a multiple-threat player,” suggests Miller. “I wanted someone who wouldn’t feel like they were slumming in pop music, and who wouldn’t be intimidated by the more classical orchestral pieces or opera, or even rap. John Powell really understands world music, and he’s young enough as a composer to draw on many musical disciplines and genres.”

“John created some really incredible arrangements,” offers Brittany Murphy. “For one of Gloria’s songs, we did an homage to Freddie Mercury with Queen’s ‘Somebody To Love,’ which was a perfect selection to go along with the movie’s theme. We went in this gospel direction; it was very sensitive but still really fun. It was incredible working on the arrangements with John. He is a great musical mentor to me.”

Some of the other Heartsongs featured in the film include: The Beach Boys’ “Do It Again,” Frank Sinatra’s “My Way” (sung by Robin Williams in Spanish), and a version of Prince’s “Kiss” (sung as a duet between Hugh Jackman and Nicole Kidman). The last led to a coup for the musical repertoire of the film. When Miller wanted to change the original “Kiss” lyrics (to “make them more penguin”), he asked for Prince’s permission, which was initially denied. After watching an early cut of the film, not only did the musician agree to the lyric changes, he liked it so much that he wrote an original song for the film that is played over the end credits. Prince’s “The Song of the Heart” will also be featured on the “Happy Feet” soundtrack, being released by Warner Sunset/Atlantic Records on October 31, 2006.

The same album will showcase a wide array of popular artists, including the legendary Patti LaBelle, Yolanda Adams and “American Idol’s” Fantasia Barrino, all singing “I Wish”; Pink performing “Tell Me Something Good”; Chrissie Hynde and Jason Mraz singing an original mash-up of the songs “Everything I Own/The Joker”; k.d. lang singing The Beatles’ “Golden Slumbers”; Gia Farrell’s new single “Hit Me Up”; and the Brand New Heavies’ song “Jump N’ Move.” John Powell’s orchestral score will also be featured in “The Story of Mumble Happyfeet.”
“Hugh Jackman and Nicole Kidman also sing in the film,” Miller recalls. “But given that Mumble’s character is excluded from his community because he sings so badly, Elijah Wood wasn’t required to sing well. So the truth is I don’t know if he can! I did, at one point, ask him to sing very badly—and he did that magnificently.”

“I learned a lot about the role of music in film on this project,” declares Miller. “I watched the great musicals, trying to understand what’s at the heart of the choreography and what makes a big production number work. It is clear that dance pieces must be narrative, not merely decorative.”

Perhaps no musical element was as integral to advancing the story as dance, which is the essence of Mumble’s own Heartsong.

Miller says, “When we decided to make a film about a dancing penguin, I couldn’t expect the digital artists to animate brilliant dancing. After all, a dancer, like an animator, acquires their skills over a lifetime. So the best way to make the penguins dance was through motion capture.”
Miller believed Savion Glover was just the man to lead Mumble’s tap revolution. “Given that Mumble is a virtuoso tap dancer, who better than Savion to play him? Savion’s inimitable dancing was motion captured for Mumble’s tapping in the main dance sequences in the movie. He’s a dazzling percussionist,” states the filmmaker. “His rhythms are so complex and sophisticated. Tap dancing is music you make with your body, and Savion is a virtuoso. You can play him anything and he’ll improvise to it. At one point, we played him a helicopter and he mimicked the sound with his feet. He was moving so quickly, he was faster than the camera could record…or than I could see with my naked eye. He is quite extraordinary.”

Having made his Broadway debut at age 12, Glover has shared the stage with such tap dancing legends as the late Sammy Davis, Jr. and Gregory Hines. “Savion is the latest in a line of classic hoofers,” notes Miller. “He loves tap so much, it is absolutely part of him. He feels an obligation to pass his knowledge on, which is why he was the only choice of dancers to give Mumble his Heartsong.”

“I truly believe that kids are going to see this tap dancing penguin and say, ‘That’s too cool.’ George Miller is bringing back tap, and I’m just grateful to be a part of that,” says Glover. “I’m not the only one; I know there are many great hoofers looking down on George right now and saying, ‘Thank you. Thank you. Thank you.’”

Judy Morris backs up Savion’s belief. “The composer’s little son was completely entranced when he saw Savion at work, and ever since he’s been tap dancing like crazy.”

Warren Coleman recounts just how extraordinary Glover is. “At the start of every motion capture take, the performers stand still to be ‘snapped’ by the computers. But at times we could hear a ‘brrrrrr’ noise… It sounded like a tiny machine-gun. The sound technician desperately tried to find its source so we could start capturing. He checked the air-conditioner, computers, sound equipment, everything. But then it would disappear and we could start. It was only later that Savion let us in on his little practical joke. He had actually been tapping, with foot movements so tiny and fast that no one could detect them even up close, under powerful lights. He had us all completely stumped, particularly the sound guy.”

A predominantly live-action director, Miller had initially considered creating “Happy Feet” in a live-action format, a la the “Babe” movies, where actual penguins would be digitally enhanced to sing and dance. The idea was quickly abandoned. “We knew it wouldn’t be easy to train a penguin to dance,” jokes the director.

“Live action and computer animation are essentially no different—all the principles of filmmaking apply to both,” Miller comments. “When I work with animators it’s like working with actors in ultra slow motion; you’re dealing with nuanced performance frame by frame. The main difference is that you break down synchronicity. The voices are done at one time. The body movements, the facial expression, the lighting, the camera work, the costuming and everything else, are done at different times. In live action they’re more simultaneous.

“Also, in making a film in the digital realm, the material is utterly malleable. You can move your characters, or your camera, or your lights anywhere. You can work your story to a much finer degree than you normally would. I think this is one of the reasons that the filmmakers at Pixar, in particular, are such masterful storytellers. For someone like me, who sees film as a medium for storytelling, the opportunity to work with CGI has been a revelation. You get to hone your tale to a degree that is not usually possible.”

Working with Sydney-based visual effects house Animal Logic, Miller initiated the use of motion capture technology as a means to allow him to film real actors and dancers and have their performances translated into their on-screen penguin counterparts. Motion capture uses many cameras shooting from different directions, but rather than recording an image, the camera captures information from many small reflectors attached to a body-hugging suit. The recorded motion data is then applied to a pre-designed character model within specialized computers. In the case of Mumble, that model came in the shape of an Emperor Penguin.

On “Happy Feet,” motion capture was pushed to the technological limit to allow Miller to direct multiple performers on the capture floor in their suits, while their penguin characters appeared on a computer screen—in real time. “Our crew took this to a new level,” notes Miller. “I was actually able to see the actors moving instantly as penguins on the monitor while they performed. It gave me the freedom to get exactly what I needed on stage. I was able to direct the performers to move a little more or a little less to match what is appropriate for a penguin’s range of motion.”

“The process of making this movie was amazing,” says Glover. “It’s all about instant gratification. There I was on stage, wearing this suit with all these little reflectors all over it, and then Mumble was right there on the computer screen. You could actually see me as Mumble.”

Though tap dancing was chosen to give Mumble his individual style of expression, the filmmakers also wanted to represent other forms of dance in the movie, so Miller recruited choreographer Kelley Abbey. “Kelley has done everything. She’s the top stage and music video choreographer in Australia and is also an extraordinary performer. In the film, she dances and performs the dramatic moves for several characters, including Norma Jean, Gloria and Ramon.”
“There were some really interesting challenges on this film,” states Abbey. “Dancers are meant to move, we flow, but penguins are basically shaped like a football with feet.”

Learning to move like a penguin was a required part of every performer’s training on the film, so Abbey instituted compulsory “penguin school.” However, before she could train anyone else on how to move like a penguin, Abbey had to learn to do so herself. “I watched documentaries; I had to know what was best for several species of the bird.”

The choreographer’s explorations in movement and dance actually revealed the opposite of what most would expect. “When people think of penguins, they think about turned out feet, sort of like Charlie Chaplin,” states Abbey. “But in reality, a penguin’s walk is more parallel, almost turned in. They don’t have a hip access point, so all of their real movement comes from their neck.”

“Penguins do have knees but they are well inside their bodies. Kelley Abbey emphasized the penguin-like quality of the dancing and the dancers ‘penguinized’ their moves,” the director explains.

Another valuable resource was Dr. Gary Miller, a renowned Antarctic bird and penguin expert who gave pointers during early penguin lessons on how, for instance, the beak of an Emperor Penguin outlines a ‘figure 8’ as they waddle-walk.

“The casting of dancers was key to the motion capture process for the dance, as well as the drama scenes,” Coleman comments. “Because of the way we built up a scene by blending the best parts of many different motion capture takes, the dancers’ keen sense of where they were relative to each other helped us put it all together. And because our dancers came from a musical theatre background, their movement was always expressive…always telling a story.”
Abbey states, “Savion adds another dimension to the movie. He’s so unique. He’s always expressing himself with his feet. When Savion enters the building, you know it. You can hear him!”

The collaboration was a success on both sides. “Kelley’s no longer human,” jokes Glover. “She became a penguin on this movie. Working with her was great. She guided me, she had my back…I actually started calling her ‘my right-hand penguin.’”

To achieve the larger dance sequences, Abbey and her dancers would employ many different styles of dance. “In the finale of the movie, when everyone finally lets themselves go, the penguins are expressing themselves in different ways, so we have some flamenco, some tango, some riverdancing. Then there’s Zulu, gumboot, Navajo and Samoan slap dancing,” details Abbey. “When the penguins come together in this universal language of dance, it becomes part of the larger message of the film.”

The belief that there is value in the diversity of artistic forms of expression was a unifying idea on-set. “As dancers, we need to be thankful for our musicians, our lyricists, and our songwriters,” attests Glover. “I think music and dance are some of the most important cultural investments we have. I don’t care what type of a person you are; everyone has a song that makes them say, ‘This is me, this is how I feel.’ It moves them. Whether you’re a singer, a dancer or something else entirely, music is rhythm, it’s our heartbeat. Music is life.”

“In making ‘Happy Feet,’ it was one thing to make a few penguins dance, but George envisioned grand musical sequences in the film, with tens of thousands of penguins moving at once. And since dance is a very personal form of expression, he was explicit in his desire to have those moves look as individualized as possible,” states producer Doug Mitchell.
“I had to think with a very different level of my brain,” says Abbey. “Dance doesn’t usually involve complex mathematical equations.”

To produce the thousands of penguins and the various dancing styles in the film, a relatively small number of dancers needed to be replicated many times. “Before ‘Happy Feet’ went into production, we were able to gather the motion capture information for maybe five dancers on one set,” says digital supervisor Brett Feeney. “By the time we wrapped, we tripled that number. We could have up to 17 dancers on stage wearing the motion capture suits.”

To achieve the mass of penguins dancing on the vast Antarctica-based virtual sets, Abbey had to divide her soundstage dance floor into a defined grid. Each grid-block was roughly the size of a tennis court, which would represent a section of the penguin habitat in the equivalent computer-animated world. She estimates that it took approximately 50 “tennis courts” to fill those virtual sets with thousands of penguin extras for a particular sequence. Abbey would choreograph one grid at a time and the dancers would move within the limited space.
“The way the motion capture technology works, the dancers and I were essentially driving the penguin model,” states Abbey. “So I had dancers arriving at one part of the music on specific marks of longitude and latitude in the grid, almost like a street directory or a reference map. I’d tell them, ‘By the end of this bar, you need to land on nine and eleven.’ Then in the next number, they’d pick up from nine and eleven and continue into the next court section. The action was taking place on the same physical stage, but in the computer-generated world, it’s being placed somewhere in Emperor Land.” The information provided by Abbey’s dancers was then manipulated and enhanced by various digital artists (including motion editors, animators, surfacers and lighters) at Animal Logic. The resulting effect looked like thousands of penguins dancing at once.

“Despite their numbers, the extras dancing in the larger production pieces needed to look like they were moving individually,” says executive producer and managing director of Animal Logic Zareh Nalbandian. “And since you can’t realistically choreograph many thousands of performances in detail on a production schedule, we developed a system we called ‘Horde.’”
“Horde essentially took the information from the smaller blocks of dancers Kelley was choreographing and randomized their movement,” explains Feeney. “It’s a retiming trick that organically offsets the motions. Using a key piece of software, you can assemble 30 or 40 pieces of motion capture and replicate it to represent upwards of half a million pieces. The effect is such that the penguins look like they are doing the same dance steps with their own individual style. Initially, we were quite proud of producing around 10,000 penguins. Once George saw that sequence he asked us to double the number. Then, in each subsequent viewing, he asked us to double and double again…basically the more penguins George saw, the more he wanted.”
Not only does “Happy Feet” have a cast numbering in the tens of thousands, but “that cast is essentially made up of black and white birds that potentially look very much the same,” notes Miller.

Character supervisor Aidan Sarsfield offers, “It became apparent that one of our first hurdles was going to be how we create distinct characters and personalities out of a cast that, if we stayed true to life, would all look somewhat identical. It was here that the process of characterizing our penguins began.”

Crowd director Greg Van Borssum adds, “When it came to the background penguins, we only varied their look slightly. In terms of their physical appearance and actions, we really tried to stay within the normal range that you would find in nature. The real differentiation came in animating the faces of our main characters in close up.”

Many of the characters have certain subtle distinguishing characteristics, such as Mumble’s faint bow tie, or his blue eyes, or the feathers on top of Ramon’s head. The key frame animation is what gives the characters their fine nuances and creates the facial performances. Miller was meticulous about every detail, which allows the audience to follow individual characters, even with a large cast.

Another device that was employed to ensure the movie’s “stars” didn’t get lost in the crowd involved the camera work for the film. “We used a style of cinematography that was different from most animation, because the shots in this film are comparatively quite long in duration,” notes animation director Daniel Jeannette.

Layout and camera director David Peers elaborates, “The average feature has about 2,000 edits; we have around 800. Our film plays in longer shots designed to experience the story with the characters and to help keep track of them as they mingle in the essentially monochromatic crowds.”

Animal Logic developed another motion capture tool called “lattice terrain adaptation,” which allowed Miller to direct how the characters interacted with their environment in real time.
“Because of the lattice terrain adaptation tool, even as I was seeing the actors on a flat black stage, on the computer screen they were appearing on an ice shelf in Emperor Land or Adelie Land,” Miller illustrates. “The computer could create the set’s virtual hills and valleys, so I got the best performance within the specific landscape. I was able to see the characters on the monitor walk up a hill, or even fall off it.”

“No one anticipated that jump in the technology when the production began,” adds Feeney. “We had to keep innovating every day. The challenge for us was keeping up with George and making his vision a reality.”

“It’s an extraordinary thing for a director,” enthuses Miller. “You’ve got this real world right in front of you and then you’ve got a virtual world, and the two are happening simultaneously. You can manipulate it however you want. I feel so lucky to be alive and working as a filmmaker when this technology is available. I cannot imagine doing this movie any other way.”

As they did with the characters, the filmmakers incorporated a combination of artistry and technology to achieve what Miller calls a “photo-reality” for the computer-animated world of “Happy Feet.”

“I was always aware of Antarctica, given that we live in the southern hemisphere.” The director recalls, “Way back when I was doing ‘Road Warrior’, I was in the Australian desert and a grizzly old cameraman turned to me one day in a bar and said, ‘Antarctica! You gotta make a film in Antarctica.’ Well, twenty years later, here I am making a film in digital Antarctica.”

Miller adds, “Ten to fifteen years ago the ‘white continent’ became more accessible to documentary crews. The logistics improved, the equipment and cameras were able to endure the extreme conditions, so we saw for the first time some brilliant footage on the natural history of the Emperor Penguins.

“From the get-go, we decided to make a film that was as photo-real as possible, given that the landscape of Antarctica was so majestic, and the penguins themselves were so magnificent.” Miller goes on to describe the process: “We consulted with Dr. Gary Miller and, with the help of the New Zealanders, sent two research expeditions down to the Antarctic. Visual effects and camera crews captured the textures, light and landscapes, which would be fodder for our computers and help create the world of our story.

“I talked to all of our digital artists about the look of the film. I wanted it to seem so real that I’d be compelled to walk up to the screen and touch it. I felt that if we could achieve a look that would create that impulse—if it could send me to the computer screen to actually reach up and try to rub the fuzzy belly of a baby penguin—then we would have succeeded. I’m happy to say I’ve tried to scratch quite a few virtual penguin bellies since we began production.”

“Happy Feet” took almost four years to make, and Miller observes, “Over half that time was spent in creating the digital pipeline. Miller goes on to reveal that Doug Mitchell and a team from Kennedy Miller literally moved into the Animal Logic facility. Working with Zareh Nalbandian and the accomplished technical and creative staff of Animal Logic, “Doug spearheaded the company’s ambitious transformation from a conventional visual effects house into a CGI animation studio, capable of delivering a full-length animated feature.”

“Working in this digital realm is a revelation,” says Miller. “Hundreds of very skilled and talented people came from all over the planet to give their best efforts to this film. Their average age was 26. There were artists from all over the Americas—California, Alabama, Texas, Quebec, Paraguay, Mexico; amongst many others. There were French, Italians, New Zealanders, Germans, British, and people from Africa, China, Iran, Estonia, India, Israel and Spain. It felt like the UN.”
“A large proportion of them were math wizards as well as artists,” Miller offers. “What surprised me was that so few were your cliché ‘computer geeks.’ They are body builders, martial artists, motor cycle racers, bull riders, serious rock and classical musicians, and so on. One was even an Olympic level gymnast.”

The effort to create a photo-reality applied to every level of production. “We used every technique at our disposal, often in unique ways and combinations,” states Nalbandian. “We had to develop processes for rendering fur and feathers, and then the moisture of the fur and the feathers and the way they reacted to light. We knew they had to look wet underwater and slowly dry over the course of a scene once the characters were on land. We also had the characters interact with their environment. We created interaction tools to allow for the penguins to create footprints in the snow as they walked, or for them to kick up powder as they danced. We art directed every aspect because George didn’t want anything to take you out of the film.”
Doug Mitchell explains, “The little, fluffy penguin, Mumble, has six million feathers on him. The amount of processing dedicated to this project—only a few years ago would have been impossible to achieve. We pushed the computers to breaking point. We are, as they say, on ‘the bleeding edge’ of the technology.”

Fellow producer Bill Miller observes, “When I'm asked who plays the lead character, I try to explain that it’s Elijah’s voice, Savion’s tapping and Matt Lee’s motion-captured acting, as well as the efforts of a small army of dialogue and motion editors, layout and animation artists, surfacers, lighters and the technical crew. Multiply that over the many characters and environments in our 90-plus-minute movie, and it’s little wonder that the credits run to over 1,000 names.”

“Something I love about going to the movies is the idea that I’m being transported. I want to experience something for the first time,” states the director. “Antarctica itself is extraordinarily beautiful, full of incredible colors and fantastic formations in the ice; it’s part of our planet, but it also seems like a world unto itself.”

Prior to the start of production on “Happy Feet,” producer Bill Miller embarked on a six-week expedition on a hulking Russian ice-breaker to East Antarctica. “Once I’d experienced for myself what the real thing looked and sounded like, I knew the benchmark for the look and feel of our movie. When final shots began to flow through the digital pipeline, I was thrilled to see that, collectively, we had found the mark.”

To fully realize the stunning visuals of this distant frozen world Miller and the production team actually organized two expeditions to the Antarctic continent: One was ship-based to the Antarctica Peninsular with it’s glorious icebergs; the other, with the support of Antarctica New Zealand, was by air to the ‘deep ice’ of the Ross Sea.

“While gorgeous, Antarctica is one of the most inhospitable places in the world,” notes production designer Mark Sexton. “It’s practically all ice and rock. So we knew we were going to have very fresh, clean, barren environments. To stay true to the beauty of the place, we needed the best reference materials.”

When Brett Feeney heard there was going to be a trip to Antarctica to acquire photo-real references for the complex environment, he immediately volunteered. “Originally, we did tests to see how the light played on the glacial ice in New Zealand, but then George decided he wanted to really authenticate Antarctica. We took two trips to create a bible of reference material. We gathered over 80,000 images on the treks.”

After several months in the field, Feeney returned with images that would go on to become the universe of “Happy Feet.” “The photo reference materials were hugely important in generating matte paintings,” adds Sexton. “We were excited by the incredible shapes and formations Brett and the expedition crew members harvested. We took all of these amazing ingredients and blended them, so that they seamlessly merged with the textured surfaces we created.”
The result is a carefully designed depiction of a world that moved Feeney from his first step onto the ice. “Getting off the plane at the bottom of the world, you just have tears streaming down your face. It’s awe inspiring…and a magnificent place to work.”

Miller hopes that by bringing the natural beauty of Antarctica to movie audiences in “Happy Feet,” he might inspire them to think about how to protect it. The filmmaker wanted the audience to connect how we treat our environment with its effect on wildlife, both locally and globally.

The idea resonated with cast members. “The world can’t dump its garbage in the ocean because it simply can’t absorb it all,” comments Robin Williams. “It’s a mess out there. If you get out on the open ocean, you’ll see garbage floating all over. We’re poisoning the food chain, and that’s a big deal.”

“There are some real issues we have to face,” adds Elijah Wood. “It’s a beautiful world, and we’re supposed to be living in harmony with these animals and with nature. So it’s important that we take all life into consideration as we share this planet.”

Brittany Murphy echoes her co-star’s sentiments. “One of the many things that I adore about George Miller’s film is that he’s done an extraordinary job of weaving a much-needed environmental message throughout ‘Happy Feet.’ It’s such an important topic, and this film addresses it in spades while keeping its focus on the audience’s entertainment.”

“So many of us worked on this film for so long—what sustained us were the characters, the story and our desire to make something special. When I’m asked what this movie is about, I say that, at the end of the day, it’s for each individual to take whatever meaning they can from any story. For me, ‘Happy Feet’ is about belonging.”

“Happy Feet: The IMAX Experience” will be released in IMAX® theatres worldwide, beginning November 17, 2006, simultaneously with the film’s debut in conventional theaters. The film has been digitally re-mastered into the unparalleled image and sound quality of The IMAX Experience® with proprietary IMAX DMR® (Digital Re-mastering) technology. “Happy Feet” marks the 14th IMAX film release from Warner Bros. Pictures to date.

IMAX Theatres deliver images of unsurpassed clarity and impact, and will enable audiences to experience the toe-tapping music and heart-warming humor of “Happy Feet” on the world’s largest screens, surrounded by state-of-the-art digital sound. (IMAX screens can be three times larger than the average 35mm screen, 4,500 times larger than the average TV screen, and as wide as an NFL football field.)

“We've gone to extreme lengths to make this movie as spectacular as possible and be true to the majestic landscapes of Antarctica and the penguins which inhabit them,” says director George Miller. “There is no better place to experience the extraordinary world we have recreated than on the massive IMAX screen with its awesome picture and sound quality. We aim to immerse the audience totally.”

The sheer size of a 15/70 film frame, combined with the unique IMAX projection technology, is key to the extraordinary sharpness and clarity of the images projected in IMAX theatres.

To fully envelop IMAX theatregoers, the IMAX sound system is a specially designed multi-channel stereo system that delivers exceptional clarity and quality for maximum impact.

The IMAX® brand is world famous and stands for the highest-quality, most immersive filmed entertainment. Visitors to IMAX theatres now number in the hundreds of millions since the technology premiered in 1970. As the number of theatres grows, so does the visibility of the IMAX brand—a name that is unique in the entertainment business.

ELIJAH WOOD (Mumble) will also be seen this fall in the drama “Bobby,” in which he joins an all-star ensemble cast, including Anthony Hopkins, Demi Moore and Sharon Stone, under the direction of Emilio Estevez.

Wood starred in the trilogy of films based on The Lord of the Rings novels, by J.R.R. Tolkien, in the lead role of Frodo Baggins. Directed by Peter Jackson, the films “The Fellowship of the Ring,” “The Two Towers” and “The Return of the King” became worldwide blockbusters and, in 2004, “The Return of the King” won 11 Academy Awards, including one for Best Picture.

More recently, Wood was seen in “Everything is Illuminated,” Liev Schreiber’s adaptation of Jonathan Safran Foer’s bestselling novel. Prior to that, Wood co-starred with Jim Carrey and Kate Winslet in the critically acclaimed off-beat drama “Eternal Sunshine of the Spotless Mind,” directed by Michel Gondry from a screenplay by Charlie Kaufman.

His other recent film credits include Lexi Alexander’s “Green Street Hooligans”; Frank Miller’s “Sin City,” directed by Robert Rodriguez and Miller; Ang Lee’s “The Ice Storm”; Martin Duffy’s “The Bumblebee Flies Away,” opposite Rachel Leigh Cook and Janeane Garofalo; Jeffrey Porter’s “Try Seventeen,” with Franka Potente and Mandy Moore; “Ash Wednesday,” opposite Ed Burns; James Toback’s “Black and White”; “The Faculty,” written by Kevin Williamson and directed by Robert Rodriguez; and Mimi Leder’s “Deep Impact.” Wood also lent his voice to the animated film “The Adventures of Tom Thumb and Thumbelina,” opposite Jennifer Love Hewitt’s Thumbelina.

Wood’s additional film credits include Alan Shapiro’s “Flipper”; Patrick Von Krusenstjerna’s “Chain of Fools”; Jon Avnet’s “The War,” opposite Kevin Costner; Rob
Reiner’s “North,” with Jason Alexander and Julia Louis-Dreyfus; Joe Ruben’s “The
Good Son,” opposite Macauley Culkin; Stephen Sommers’ “The Adventures of Huck Finn”; Steve Miner’s “Forever Young,” with Mel Gibson; Mary Agnes Donohue’s “Paradise”; Richard Donner’s “Radio Flyer”; Barry Levinson’s “Avalon”; and Mike Figgis’ “Internal Affairs,” with Richard Gere.

ROBIN WILLIAMS (Ramon) won an Academy Award for his performance in Gus Van Sant’s “Good Will Hunting.” He had previous Oscar nominations for his work in “The Fisher King,” “Dead Poets Society” and “Good Morning Vietnam.” In 1990, Williams shared the National Board of Review Best Actor Award with Robert De Niro for “Awakenings.” In 2004, he received the prestigious Career Achievement Award from the Chicago International Film Festival. In 2005, the Hollywood Foreign Press Association honored him with the Cecil B. DeMille Award for outstanding contributions to the world of entertainment.

This year, Williams has already appeared in Barry Levinson’s political satire “Man of the Year,” the hit comedy “RV” for director Barry Sonnenfeld, and Patrick Stettner’s dark thriller “The Night Listener,” opposite Toni Collette. This December, Williams will appear as Theodore Roosevelt in the holiday comedy “Night at the Museum.” He will also star in Kirsten Sheridan’s “August Rush,” with Freddie Highmore, Jonathan Rhys Meyers and Terrence Howard, and the comedy “License to Wed,” with Mandy Moore and John Krasinski, both set for release in 2007.

Williams first captured the attention of the world as Mork from Ork on the popular television series “Mork & Mindy.” He trained at New York’s Julliard School and made his cinematic debut as the title character in Robert Altman’s “Popeye.” He followed up with starring roles in Paul Mazursky’s “Moscow on the Hudson” and “The World According to Garp,” George Roy Hill’s adaptation of John Irving’s acclaimed bestselling novel.

His filmography also includes such hit films as Chris Columbus’ “Mrs. Doubtfire,” Mike Nichols’ “The Birdcage,” Tom Shadyac’s “Patch Adams,” Steven Spielberg’s “Hook” and Joe Johnston’s “Jumanji.” Williams lent his voice talents in creating the memorable character of the Genie in the blockbuster adventure “Aladdin” and, more recently, voiced the character of Fendor in the 2005 animated feature “Robots.” Additionally, he was the voice of Dr. Know in Steven Spielberg’s “Artificial Intelligence: AI.”

Williams began his career as a stand-up comedian and is well known for his free-associative monologues. In 2002, after a 20-year absence from the stand-up scene, he hit the road with a sold-out 26-date U.S. tour. With its last stop on Broadway, the one-man show was filmed as “Robin Williams: Live on Broadway” and garnered five Emmy Award nominations.

Offstage, Williams takes great joy in supporting philanthropic efforts around the world, benefiting health, education and the environment. This year he will present “Comic Relief 2006” with Billy Crystal and Whoopi Goldberg, a live concert to benefit families affected by Hurricane Katrina. To date, the Comic Relief organization has raised over $50 million.

BRITTANY MURPHY (Gloria) most recently wrapped production in Tokyo on “The Ramen Girl,” a film in which she stars in and produced. She can next be seen in the British ensemble romantic comedy “Love and Other Disasters,” directed by Alec Keshishian and produced by David Fincher and Luc Besson, and the dark character-driven mystery thriller “The Dead Girl.”

Earlier this summer, Murphy starred opposite Ed Burns in “The Groomsmen.” She also played the role of Shellie in the film adaptation of Frank Miller’s graphic novel “Sin City,” directed by Miller, Robert Rodriguez, and Quentin Tarantino. Murphy will reprise the role in the upcoming sequel set for a 2007 release.

Murphy’s more than 40 film credits also include such romantic comedies as “Little Black Book,” “Uptown Girls” and “Just Married,” and such dramatic features as Curtis Hanson’s “8 Mile,” Gary Fleder’s “Don’t Say A Word,” “Riding in Cars with Boys,” “Spun,” “Sidewalks of New York” and “Girl, Interrupted.”

In 1995, she gained national attention with her breakthrough role as Tai Fraiser in Amy Heckerling’s hit comedy “Clueless.” She also made her Broadway debut in Arthur Miller’s Tony Award-winning “A View from the Bridge.” Some of her most notable TV appearances include the critically acclaimed “Oprah Winfrey Presents David & Lisa,” Showtime’s “Common Ground” and “Devil’s Arithmetic.” In addition to lighting up the silver screen, Murphy not only lent her voice to “Happy Feet” but will also give voice to the animated “Tinkerbell” for the first time in history. She won an Annie Award for her voice acting work as LuAnn in Mike Judges’ “King of the Hill.”

Beyond film and television, Murphy’s musical collaboration with Paul Oakenfeld, a hit song entitled “Faster Kill Pussycat,” recently topped the International Billboard dance charts.

HUGH JACKMAN (Memphis), a native of Australia, made his first major U.S. film appearance as Wolverine in 2000’s “X-Men,” which marked the first installment of the blockbuster franchise. He has since reprised the role in “X2” and “X-Men: The Last Stand.” In addition, Jackman earned a Golden Globe Award nomination for his performance in the romantic comedy drama “Kate & Leopold,” opposite Meg Ryan.

This fall, Jackman can be seen in Christopher Nolan’s “The Prestige” and Darren Aronofsky’s “The Fountain,” and heard in the animated feature “Flushed Away.” Earlier this year, he also starred in Woody Allen’s comedy “Scoop,” with Scarlett Johansson. His additional film credits include the title role in “Van Helsing”; the thriller “Swordfish,” with John Travolta and Halle Berry; and the romantic comedy “Someone Like You,” opposite Ashley Judd.

An award-winning stage actor, Jackman was honored with the 2004 Tony Award for Best Actor in a Musical for his portrayal of singer-songwriter Peter Allen in the Broadway hit “The Boy From Oz.” His work in that show also brought him Drama Desk, Drama League, Outer Critics Circle, and Theatre World Awards. His previous theatre credits include: “Carousel,” at Carnegie Hall; “Oklahoma!” at the National Theater in London, for which he received an Olivier Award nomination; “Sunset Boulevard,” for which he won a ‘MO’ Award (Australia’s equivalent of a Tony); and Disney’s “Beauty and the Beast,” for which he also received a ‘MO’ Award nomination.
Jackman began his career in Australia in the independent films “Paperback Hero” and “Erskineville Kings.” For his performance in the latter, he won the Film Critics Circle of Australia’s Best Actor Award and earned a nomination for the Australian Film Institute’s Best Actor Award. In 1999, he was named Australian Star of the Year at the Australian Movie Convention.

NICOLE KIDMAN (Norma Jean) first came to the attention of American audiences with her critically acclaimed performance in the riveting 1989 psychological thriller “Dead Calm.” She has since become an internationally recognized award-winning actress known for her range and versatility. In 2003, Kidman won an Academy Award, a Golden Globe Award, a BAFTA Award and a Berlin Silver Bear for her portrayal of Virginia Woolf in Stephen Daldry’s “The Hours.” In the year prior, she was honored with her first Oscar nomination and second Golden Globe Award for her work on Baz Luhrman’s “Moulin Rouge!” She was awarded her first Golden Globe for her portrayal of the wickedly ambitious Suzanne Stone in Gus Van Sant’s “To Die For,” and has been Golden Globe-nominated four other times for her performances in “Birth,” “Cold Mountain,” “The Others” and “Billy Bathgate.”

Last year, Kidman starred in Sydney Pollack’s thriller “The Interpreter,” and with Will Ferrell in Nora Ephron’s “Bewitched.” She narrated this year’s Sundance Grand Jury Award and Audience Award-winning documentary “God Grew Tired of Us,” and was recently seen in “Fur: An Imaginary Portrait of Diane Arbus,” directed by Steven Shainberg, which premiered this fall at the Telluride Film Festival and the RomeFilmFest.

Upcoming films for Kidman include Oliver Hirschbiegel’s thriller “The Invasion,” with Daniel Craig, and Noah Baumbach’s as-yet-untitled feature, also starring Jennifer Jason Leigh and Jack Black. She is currently filming “The Golden Compass,” director Chris Weitz’s screen adaptation of the first volume in Phillip Pullman’s popular fantasy trilogy, “His Dark Materials.” Kidman is also the narrator in the forthcoming film biography of Simon Wiesenthal, “I Have Never Forgotten You.” Early next year, she will reunite with “Moulin Rouge!” director Baz Luhrmann and fellow Australian actor Hugh Jackman to film an epic love story set in Australia’s outback.

Kidman’s additional film credits include Robert Benton’s “The Human Stain”; Lars von Trier’s “Dogville”; Stanley Kubrick’s “Eyes Wide Shut”; “The Peacemaker,” with George Clooney; Jane Campion’s “The Portrait of a Lady”; “Batman Forever”; “Malice”; and Ron Howard’s “Far and Away.”

In January of this year, Kidman was awarded Australia’s highest honor, the Companion in the Order of Australia. She was also named Goodwill Ambassador of the United Nations Development Fund for Women (UNIFEM), a role that will focus on raising awareness of the infringement on women’s human rights around the world. For the past nine years, Kidman has served as the UNICEF Ambassador for Australia. Three years ago, she became the first Chair of the Women’s Health Fund at UCLA, at the David Geffen School of Medicine.

HUGO WEAVING (Noah the Elder) has starred in two of the biggest trilogies in recent film history: as Elrond in the award-winning “The Lord of the Rings” films; and as Agent Smith in the highly acclaimed “The Matrix” films. Weaving most recently starred in “V for Vendetta,” opposite Natalie Portman, and produced by the Wachowski brothers, the creators of “The Matrix.”
Weaving is the recipient of three AFI (Australian Film Institute) Best Actor Awards, receiving the first in 1991 for his portrayal of a blind photographer in Jocelyn Moorhouse’s breakthrough feature “Proof.” He received a nomination in the same category in 1994 for the role of Mitzi Del Bra in Stephan Elliott’s “The Adventures of Priscilla, Queen of the Desert.” Weaving won his second AFI Award in 1998 for his role in “The Interview,” written and directed by Craig Monahan, for which he also received the 1998 Best Actor Award at the World Film Festival in Montreal. In 2005, his role in the critically acclaimed “Little Fish,” opposite Cate Blanchett and Sam Neill, earned Weaving his third AFI Award.

“Happy Feet” marks Weaving’s third collaboration with George Miller, having voiced the character of Rex in the hit family comedy “Babe” and its sequel, “Babe: Pig in the City.” His other film credits include “Peaches,” “Russian Doll,” “The Magic Pudding,” “Strange Planet,” “The Old Man Who Read Love Stories,” “Bedrooms and Hallways,” “True Love and Chaos” and “Exile.”
Additionally, Weaving recently appeared on stage with Cate Blanchett in the Sydney Theatre Company’s production of “Hedda Gabler” at the Brooklyn Academy of Music.

ANTHONY LAPAGLIA (Alpha Skua) has received widespread critical acclaim for his portrayal of Jack Malone in the hit television series “Without a Trace,” for which he won a Golden Globe Award and has earned an Emmy Award nomination and two SAG Award nominations. In 2002, LaPaglia won an Emmy for his recurring role in “Frasier,” and was nominated in 2000 and 2004 for the same role.

He won a Tony Award, Drama Desk Award and Outer Critics Circle Award for his performance in the Arthur Miller classic “A View from the Bridge.” LaPaglia is also producing a feature film version of the Miller play. LaPaglia’s additional stage credits include the off-off-Broadway production of “The Guys,” the story of a fire captain who must prepare eulogies for the men he lost on 9/11. Sigourney Weaver and LaPaglia starred in the feature film adaptation of the same title.

His other film credits include the critically acclaimed “Lantana,” for which he won an AFI (Australian Film Institute) Award for Best Actor in a Leading Role, “Betsy’s Wedding,” “The House of Mirth,” “Sweet and Lowdown,” “The Client,” “Company Man,” “Summer of Sam,” “Autumn in New York,” “Lansky,” “Phoenix,” “Commandments,” “Brilliant Lies,” “Winter Solstice” and “The Architect.” LaPaglia has also appeared in the television series “Murder One,” and the telefilms “Never Give Up: The Jimmy V Story”; “Criminal Justice,” for which he received a Cable ACE Award nomination; and “Garden of Redemption.”

MIRIAM MARGOLYES (Mrs. Astrakhan) has made over 40 major film appearances in such diverse roles as Professor Sprout in “Harry Potter and the Chamber of Secrets”; Nurse in Baz Luhrmann’s “Romeo + Juliet,” with Leonardo DiCaprio and Claire Danes; Mrs. Mingott in Martin Scorsese’s “The Age of Innocence,” for which she won the BAFTA Award for Best Supporting Actress; Peg Sellers in “The Life and Death of Peter Sellers,” with Geoffrey Rush; Dolly de Vries in “Being Julia,” with Annette Bening; Dorcas, the housekeeper in “Ladies in Lavender,” with Judi Dench and Maggie Smith; and Flora Finching in “Little Dorrit.”

“Happy Feet” marks Margolyes’ third project with George Miller, having voiced the character of Fly, the female border collie, in the award-winning feature “Babe” and its sequel, “Babe: Pig in the City.” Her voice has also been heard as the famous Cadbury’s Caramel Rabbit, the Glowworm in “James and the Giant Peach,” and the Matchmaker in “Mulan.”

MAGDA SZUBANSKI (Miss Viola) is best known for her role as Mrs. Hoggett in the Academy Award-nominated and Golden Globe Award-winning family adventure “Babe” and its sequel, “Babe: Pig in the City.” “Happy Feet” marks Szubanski’s third project with director George Miller. Her other film credits include “The Crocodile Hunter: Collision Course,” alongside the late Steve Irwin, and “Son of the Mask,” with Jamie Kennedy and Alan Cumming. Upcoming, Szubanski will appear in “The Golden Compass,” with Nicole Kidman and Daniel Craig, set for a late 2007 release.

She most recently completed shooting the role of Mrs. Plonk in the latest Rolf de Heer comedy, “Dr. Plonk.” On stage, Szubanski has starred in the Melbourne Theatre Company production of “The 25th Annual Putnam County Spelling Bee,” for which she was nominated for a Hellman Award; the national tour of “Grease: The Arena Spectacular,” with John Farnham; and “The Rise and Fall of Little Voice,” for the STC. In 2002, she won the Australian Film Institute (AFI) Award for Best Supporting Actress in the hit TV comedy “Kath & Kim,” and was nominated twice more for the same role in the following years. She has also won several Logies, Australia’s People’s Choice Awards and Writers Guild Awards. Szubanski’s other television credits include the “Dogwoman” telefilms, “Big Girl's Blouse” and “Something Stupid,” all of which she wrote, co-produced and starred in.

CARLOS ALAZRAQUI (Nestor) can currently be seen on the Comedy Central series “Reno 911!” now in its fourth season. He will also star in the upcoming feature film based on the series, “Reno 911!: Miami,” due out January 2007.

Alazraqui has much experience in the world of voicing animation and talking animals. He is probably best known as the voice of the Taco Bell Chihuahua, popularizing the slogan “Yo Quiero Taco Bell.” Additionally, he can be heard weekly on such cartoons as “The Life and Times of Juniper Lee” and “Camp Lazlo,” both airing on the Cartoon Network. His other television credits include “The Fairly OddParents,” “King of the Hill,” “Family Guy,” “That ‘70s Show,” the PBS series “Maya and Miguel,” and his own half-hour comedy special for Comedy Central. Alazraqui has also provided voices for such hit films as “The SpongeBob Squarepants Movie,” “Finding Nemo,” “Jimmy Neutron: Boy Genius,” “Osmosis Jones” and “A Bug’s Life.”

JOHNNY SANCHEZ III (Lombardo) has appeared on various hit television programs as a stand-up comic, including his own half hour special on “Comedy Central Presents,” “The Late Late Show with Craig Kilborn,” Comedy Central’s “Premium Blend,” HBO’s “Comedy Showcase” and, most recently, on Byron Allen’s “Comics Unleashed.” As a film and TV actor, Sanchez has appeared on CBS’s “Becker,” NBC’s “Watching Ellie,” Fox’s “Luis” and in the comedy feature “Pauly Shore is Dead.”

JEFF GARCIA (Rinaldo) was named by Variety as one of the “Top 10 Comedians to Watch” in 2003. He has performed on “Comedy Central Presents” and “Jimmy Kimmel Live.” Garcia is also the voice of Sheen in “Jimmy Neutron: Boy Genius,” for both the feature film and the television series; Pip the Mouse in “Barnyard: The Original Party Animals”; and various characters on “Hey, Happy!” and “Clone High.” Additionally, he has hosted such live comedy series as “Loco Comedy Jam” and “Latino Comedy Fiesta.”

LOMBARDO BOYAR (Raul) was a series regular on Steven Bochco’s war drama “Over There,” for the FX Network, and on the long-running comedy “The Bernie Mac Show.” He has also appeared in such hit television shows as the Emmy Award-winning action drama “24,” “Boston Legal,” “Without a Trace,” “Boomtown,” “Six Feet Under,” “ER” and “NYPD Blue.” On film, he has starred in Steve Guttenberg’s “P.S. Your Cat is Dead!,” Takashi Kitano’s edgy mob drama “Brother,” the gritty LA-based drama “Never Get Outta the Boat” and the biopic “Gia.” Fluent in both English and Spanish, Boyar has also lent his voice acting talents to Nickelodeon’s animated series “Rocket Power,” as well as various commercials and video games.

E.G. DAILY (Baby Mumble) reunites with director George Miller in “Happy Feet” having previously voiced the title role of Babe in “Babe: Pig in the City.” Most recently, she starred in “The Devil’s Rejects,” directed by Rob Zombie, National Lampoon’s “Pledge This!” and the title of the thriller “Mustang Sally.” Daily’s additional film credits include “Pee-wee’s Big Adventure,” “Dogfight,” “Valley Girl,” “Streets of Fire,” “Fandango” and “Lover Boy.”

A seasoned voice-over actor, Daily has been heard in such animated series as “Powerpuff Girls” and the Emmy Award-winning series “Rugrats,” now in its eleventh season, as well as all three “Rugrats” feature-length films. Her additional voice-over credits include “Starship Troopers,” “Eek! the Cat,” “The Little Rascals” and “The Flintstones.”

Daily has also composed music and performed on a number of soundtracks, including “Thief of Hearts,” “Scarface,” “The Breakfast Club,” “Summer School” and “Better Off Dead.” She also worked on the song “Heart That’s True” for the “Babe: Pig in the City” soundtrack, and can be heard on the upcoming soundtrack of “Happy Feet.”

GEORGE MILLER (Director / Co-Writer / Producer) is a three-time Academy Award nominee. He was honored with nominations for Best Picture and Best Adapted Screenplay for his work as a producer and a writer on the breakout hit family feature “Babe.” The film earned a total of seven Academy Award nominations, winning the Oscar for Best Visual Effects. In addition, “Babe” garnered four BAFTA Award nominations, including two for Miller for Best Film and Best Adapted Screenplay, and won a Golden Globe for Best Motion Picture – Comedy/Musical. Miller had previously received his first Oscar nomination, for Best Original Screenplay, for the moving drama “Lorenzo’s Oil,” which he co-wrote, directed and produced. The film starred Susan Sarandon, who was nominated for a Best Actress Oscar, and Nick Nolte.

Miller made his feature film directorial debut on the international success “Mad Max,” which he also co-wrote. The film launched the career of its star, Mel Gibson, and spawned two successful sequels, “Mad Max 2: The Road Warrior” and “Mad Max Beyond Thunderdome.” Miller is currently in development on the fourth installment of the film series.

More recently, he directed, produced and co-wrote the “Babe” sequel, “Babe: Pig in the City.” Miller’s other film directing credits include “The Witches of Eastwick,” starring Jack Nicholson, Cher, Susan Sarandon and Michelle Pfeiffer; and the “Nightmare at 20,000 Feet” segment of “Twilight Zone: The Movie.” Miller has produced John Duigan’s “The Year My Voice Broke” and “Flirting,” as well as Philip Noyce’s “Dead Calm” which brought Nicole Kidman to the world’s attention. In 1995, he produced “Video Fool for Love,” and then wrote, directed, produced and narrated the documentary “40,000 Years of Dreaming,” the Australian contribution to the international celebration of the Century of Cinema.

A native of Australia, Miller earned a degree in medicine from the University of New South Wales. At a filmmaking workshop he met Byron Kennedy, and the two collaborated on a comedy short called “Violence in the Cinema – Part 1.” The short won two Australian Film Institute (AFI) Awards and, following its success, Miller and Kennedy formed Kennedy Miller Productions in 1972.

Kennedy Miller Productions has since won more than 25 AFI Awards, 10 Australian Logie Awards and various international awards. In 1982, Miller wrote, directed and executive produced a six-hour miniseries called “The Dismissal,” which broke all ratings records in Australia. Under the Kennedy Miller banner, Miller produced the television projects “Bodyline,” “Cowra Breakout,” “Vietnam,” “The Dirtwater Dynasty,” and “Bangkok Hilton,” again starring Nicole Kidman.

Miller is a key figure within the Australian film industry serving as a Patron of the Sydney Film Festival, the Australian Film Institute and the Brisbane International Film Festival. In 1996 he was awarded the Order of Australia for distinguished service to Australian cinema.

JOHN COLLEE (Co-Writer) previously co-wrote Peter Weir’s historical drama “Master and Commander: The Far Side of the World,” for which he won the London Critics Circle Film Award for Screenwriter of the Year, shared with Weir.

Before starting his writing career, Collee trained as a physician in his native Scotland and worked as a doctor for international aid organizations in several developing countries.
When he began to write, he authored three novels: Kingsley’s Touch, A Paper Mask, and The Rig, all published by Viking and Penguin. It was while penning a weekly medical/historical column for The Observer newspaper that Collee segued into writing for the screen.

His first produced feature film screenplay was “Paper Mask,” based on his own novel. He also scripted several television dramas, including “The Heart Surgeon,” for the BBC.
In 1996, Collee moved to Sydney, Australia, where he has since worked full time as a screenwriter. He has several films in development and, in addition to his own projects, is frequently called upon as a script editor.

He recently co-wrote “Oceans,” a drama documentary about the vanishing wonders of the aquatic world, which is slated for release in 2008, and a film version of Tim Flannery’s book The Weathermakers.

JUDY MORRIS (Co-Writer / Co-Director) has collaborated with Kennedy Miller over the last ten years on various projects, including three feature films and a television sitcom. She co-wrote the original screenplay for “Babe: Pig in the City,” with George Miller and Mark Lamprell, and played an integral role in the voice casting of the film.

Morris’ other writing credits include the feature “Luigi’s Ladies,” which she also directed, and she has written recently for U.S. television.

Known to Australian audiences as a prolific film and television actress, Morris won the Australian Film Institute’s Award as Best Actress for her performance in the film “Libido,” and the Australian Logie Award as Best Actress for her performance in the television drama “Jimmy Dancer.”
On stage, Morris has had a number of leading roles with the prestigious Sydney Theatre Company.

WARREN COLEMAN (Co-Writer / Co-Director) is a writer, director and actor who graduated from the Australian National Institute of Dramatic Art in 1979. His credits for film and television include “Red Star,” which was developed in a workshop production at the National Institute of Dramatic Art and short listed for the New York New Dramatists Playwright Award, and “The Castanet Club,” in which he also performed.

Warren’s acting credits include “The Man Who Sued God,” “Young Einstein,” “The Crossing,” “The Devil’s Playground,” “Bad Cop Bad Cop,” the Kennedy Miller miniseries “Vietnam,” “Romeo and Juliet,” Judy Davis’ production “The School for Scandal” for the Sydney Theatre Company, and Steve Martin’s “Picasso at the Lapin Agile,” for Belvoir St Theatre.

His directing credits include “The Mystery of Irma Vep” and “The Venetian Twins,” for the State Theatre Company of South Australia; “Jack,” at the Sacred Fools Theater in Los Angeles; “Buzz,” which he co-wrote and also starred in for Belvoir St Theatre; “Tall Dog and the Under Poppy,” at The Studio at the Sydney Opera House; “Effie....Just Quietly”; “Rent”; and “The Real Live Brady Bunch.”

DOUG MITCHELL (Producer), George Miller’s business partner, has also produced a number of feature film and television projects.

Mitchell was born in Colombia and educated at Scottish boarding schools. After qualifying as a chartered accountant in London, he relocated to Sydney, Australia, where he became the protégé of the late Byron Kennedy, adding his knowledge of finance to the artistic acumen of Kennedy and Miller.

Over the past 21 years he has been involved in producing “Babe” and its sequel, “Babe: Pig in the City”; “Lorenzo’s Oil,” starring Nick Nolte and Susan Sarandon; “Dead Calm,” with Sam Neill, Nicole Kidman and Billy Zane; “Mad Max Beyond Thunderdome,” starring Mel Gibson and Tina Turner; “Flirting,” starring the ensemble cast of Noah Taylor, Thandie Newton, Nicole Kidman and Naomi Watts; “The Year My Voice Broke,” with Noah Taylor; “Bangkok Hilton,” starring Nicole Kidman and Hugo Weaving; “Dirtwater Dynasty,” with Hugo Weaving; “Vietnam,” with Nicole Kidman; “The Cowra Breakout”; “Bodyline,” starring Hugo Weaving; “The Riddle of the Stinson”; “The Clean Machine”; “Fragments of War”; and “Video Fool for Love.”

BILL MILLER (Producer) shares the honor of being an Academy Award nominee with his brother, George Miller, and longtime producing partner Doug Mitchell for their work as producers on the hit family film “Babe.” In addition to being nominated for Best Picture in 1996, the film earned a total of seven Academy Award nominations, winning the Oscar for Best Visual Effects. It also won a Golden Globe for Best Motion Picture – Comedy/Musical and garnered a BAFTA Award nomination for Best Film.

Following the success of “Babe,” Miller also went on to serve as a producer on its sequel, “Babe: Pig in the City.” Like George, who gave up practicing medicine to become a film director, Bill, a successful arts and entertainment lawyer, gave up his legal career to collaborate with George and Doug Mitchell.

He worked alongside George and the late Byron Kennedy on their early short films, including “Violence in the Cinema, Part One,” a 14-minute parody of the violent films of the 1970s. This short won two Australian Film Institute Awards, and provided the filmmaking trio with the confidence to pursue more ambitious projects. Miller then served as an associate producer on the original “Mad Max,” starring Mel Gibson.

ZAREH NALBANDIAN (Executive Producer) is Managing Director and co-founder of Animal Logic, one the world’s leading visual effects production companies.

Under the Animal Logic banner, Nalbandian’s film credits include “Babe,” “Babe: Pig in the City,” “The Matrix,” “The Matrix Reloaded,” “Charlotte Gray,” “Moulin Rouge!,” “Hero,” “House of Flying Daggers” “Face/Off,” “The Thin Red Line,” “Planet of the Apes,” “The Crocodile Hunter: Collision Course,” and, more recently, “Harry Potter and the Goblet of Fire,” “Stealth” and “World Trade Center.”

Nalbandian began his career in the early ‘70s as a film effects artist, working on feature films and television commercials in the pre-digital world. He trained in many areas of post production and ultimately found himself in a senior management position at Australia’s then largest post-production house, Colorfilm. He then joined Sydney’s Video Paintbrush Company, the pioneer of computer-generated technologies in Australia during the mid-80s. In 1991, he co-founded Animal Logic to produce digital animation and visual effects for international broadcast. In 1996, Nalbandian spearheaded the company’s move into feature films and established the company’s headquarters at the Fox Studios Lot in Sydney.

Nalbandian and Animal Logic recently completed work on the film adaptation of Frank Miller’s graphic novel “300.” Directed by Zack Snyder, the film is set for release in Spring 2007.

GRAHAM BURKE (Executive Producer) is Managing Director of Village Roadshow Limited. Burke’s most recent film credits as executive producer include Tim Burton’s “Charlie and the Chocolate Factory,” starring Johnny Depp, and the motorcycle racing action-adventure “Torque.” In addition to film production and distribution, Burke has been one of Village Roadshow’s strategic and creative forces in furthering the company’s interests in cinema chains, radio stations and theme parks. He founded Roadshow Distributors with Roc Kirby in 1968, and was an initial director of radio station 2DayFM. Burke also spent four years as the original Commissioner of the Australian Film Commission.

DANA GOLDBERG (Executive Producer) is President of Production at Village Roadshow Pictures. Since joining the company eight years ago, she has been involved with Village Roadshow Pictures’ entire slate of films, including “The Matrix” trilogy, “Ocean’s Eleven,” “Ocean’s Twelve,” “Training Day,” “Mystic River,” “Miss Congeniality,” “Rumor Has It,” and “Charlie and the Chocolate Factory.” She also served as an executive producer on “Taking Lives,” starring Angelina Jolie; “The Dukes of Hazzard,” starring Johnny Knoxville and Seann William Scott; “Firewall,” starring Harrison Ford; and “The Lake House” starring Keanu Reeves and Sandra Bullock.

Prior to joining Village Roadshow Pictures, Goldberg spent three years with Barry Levinson and Paul Weinstein at Baltimore/Spring Creek Pictures where she was Vice President of Production. She began her career in show business as an assistant at Hollywood Pictures.

BRUCE BERMAN (Executive Producer) is Chairman and CEO of Village Roadshow Pictures. Village Roadshow will co-produce 60 theatrical features in a joint partnership with Warner Bros. through 2007, with all films distributed worldwide by Warner Bros. Pictures and in select territories by Village Roadshow Pictures.

The initial slate of films produced under the pact included such hits as “Practical Magic,” starring Sandra Bullock and Nicole Kidman; “Analyze This,” teaming Robert De Niro and Billy Crystal; “The Matrix,” starring Keanu Reeves and Laurence Fishburne; “Three Kings,” starring George Clooney; “Space Cowboys,” directed by and starring Clint Eastwood; and “Miss Congeniality,” starring Sandra Bullock and Benjamin Bratt.

Under the Village Roadshow Pictures banner, Berman has subsequently executive produced such wide-ranging successes as “Training Day,” for which Denzel Washington won an Academy Award; “Ocean’s Eleven,” starring George Clooney, Brad Pitt and Julia Roberts; “Two Weeks Notice,” pairing Sandra Bullock and Hugh Grant; “Mystic River,” starring Sean Penn and Tim Robbins in Oscar-winning performances; the second and third installments of “The Matrix” trilogy, “The Matrix Reloaded” and “The Matrix Revolutions”; Tim Burton’s “Charlie and the Chocolate Factory,” starring Johnny Depp; “The Dukes of Hazzard”; and, most recently, “The Lake House,” reuniting Sandra Bullock and Keanu Reeves.

Berman got his start in the motion picture business working with Jack Valenti at the MPAA while attending Georgetown Law School in Washington, DC. After earning his law degree, he landed a job at Casablanca Films in 1978. Moving to Universal, he worked his way up to a production Vice President in 1982.

In 1984, Berman joined Warner Bros. as a production Vice President, and was promoted to Senior Vice President of Production four years later. He was appointed President of Theatrical Production in September 1989, and, in 1991, was named President of Worldwide Theatrical Production, where he served through May 1996. Under his aegis, Warner Bros. Pictures produced and distributed such films as “Presumed Innocent,” “GoodFellas,” “Robin Hood: Prince of Thieves,” the Oscar-winning Best Picture “Driving Miss Daisy,” “Batman Forever,” “Under Siege,” “Malcolm X,” “The Bodyguard,” “JFK,” “The Fugitive,” “Dave,” “Disclosure,” “The Pelican Brief,” “Outbreak,” “The Client,” “A Time to Kill” and “Twister.”

In May of 1996, Berman started Plan B Entertainment, an independent motion picture company at Warner Bros. Pictures. He was named Chairman and CEO of Village Roadshow Pictures in February 1998.

JOHN POWELL (Composer) was nominated for a BAFTA Award in 2002 for his score in the animated comedy blockbuster “Shrek.” Powell’s other animated film credits include “Ice Age: The Meltdown,” “Robots,” “Chicken Run” and “Antz.” Beyond animated features, his recent film credits include “X-Men: The Last Stand,” “United 93” and “Mr. & Mrs. Smith.” Powell began his career composing music for commercials and television at London’s Air-Edel Music in 1988. Later, he started his own jingle house with longtime collaborator Gavin Greenaway, and worked on many mixed media art installation works with artist Michael Petry, as well as the opera “An Englishman, an Irishman and a Frenchman.”

His score for the Nicolas Cage and John Travolta starrer “Face/Off” marked the beginning of a prolific career. Powell subsequently provided music for “The Bourne Identity,” “The Italian Job,” “The Bourne Supremacy” and “Drumline” among others, totaling 33 feature films in the last nine years. He is currently working on the animated feature “Horton Hears a Who,” voiced by Jim Carrey and Steve Carell, and will be continuing his work on the “Bourne” series with “The Bourne Ultimatum,” due out in 2007.

SAVION GLOVER (Choreographer) is the 1996 Tony Award winner for his choreography in the Broadway smash hit “Bring in ‘Da Noise, Bring in ‘Da Funk.” He is also the recipient of the 1996 Drama Desk Award, the Outer Critics Circle Award, two Obie Awards and two Fred Astaire Awards for his choreography and performance in “Bring in ‘Da Noise, Bring in ‘Da Funk,” as well as the 1996 Dance Magazine Choreographer of the Year Award.

Glover made his Broadway debut at age 12, starring in “The Tap Dance Kid.” His additional Broadway credits include “Black and Blue,” and “Jelly’s Last Jam,” co-starring Gregory Hines. Glover made his film debut at age 13 in “Tap,” with Gregory Hines and Sammy Davis Jr. For television, he was a series regular on “Sesame Street” for five seasons and was also featured in Kenny G’s “Havana” and Puff Daddy and the Family’s “All About the Benjamins” music videos. Glover produced and choreographed the ABC special “Savion Glover’s Nu York.” He starred in the Showtime movie “The Wall,” and choreographed the HBO movie “The Rat Pack.” In 2000, he toured the nation with “Footnotes: the Concert,” featuring tap legends Jimmy Slyde, Buster Brown and Diane Walker, and starred in Spike Lee’s film “Bamboozled.”

KELLEY ABBEY (Choreographer) has performed, danced and choreographed for theatre, film and television for over two decades. She has starred on stage in such musicals as “Sweet Charity,” for which she received the Green Room, Variety Heart and ‘MO’ Awards for Best Female Musical Theatre Performer; “Grease – The Arena Spectacular” in the role of Rizzo; and “Fame – The Musical,” which she both starred in and choreographed, winning a ‘MO’ Award and the Green Room Award for Best Original Choreography.

Abbey first gained public notice in Australia in Channel Ten’s popular soap “E-Street,” in which she appeared as Jo-Jo from 1991 to 1993. She is also one of Australia’s leading music video choreographers, having worked with such artists as Human Nature, Toni Pearon, Leah Haywood, Scandal’us, Sophie Monk, and the award-winning dance group Girlfriend.
In addition, Abbey was choreographer and staging director of The Main Event Arena concert, starring John Farnham, Olivia Newton-John and Anthony Warlow. Abbey has also choreographed several stage musicals, including “Footloose,” for which she earned a Helpmann Award nomination; the Sydney Opera House concert production of “Follies”; “Fame – The Musical,” in Australia, Asia and South Africa; and “Grease – The Arena Spectacular.” She has just finished choreographing Hugh Jackman’s “The Boy From Oz” Australian arena tour for producers Ben Gannon and Robert Fox in 2006.

DAVID NELSON (Supervising Art Director / Live Action Visual Effects Supervisor) worked on the development of digital production processes for characters in hit family film “Babe.” His other film credits include “Hotel Sorrento,” “Danny Deckchair,” “Crackerjack” and “One Perfect Day.” Nelson spent many years as a visual effects and animation director in children’s film and television, with series credits including “Round the Twist,” “Crashzone,” “Little Horrors,” “Schnorky the Wave Puncher” and “Noah and Saskia.” In 2003, he was visual effects supervisor on “Crackerbag,” which went on to win Best Short Film at the Cannes Film Festival. Just prior to “Happy Feet,” Nelson worked as a Senior Matte Artist on Baz Luhrmann’s commercial for Chanel No. 5, starring Nicole Kidman.

MARK SEXTON (Production Designer) made his foray into film design as a storyboard artist on Alex Proyas’ sci-fi thriller “Dark City.” “Happy Feet” is Sexton’s second collaboration with George Miller, following work as a storyboard artist on Miller’s “Babe: Pig in the City.”

Prior to his five-year stint on “Happy Feet,” Sexton was a storyboard artist on George Lucas’ “Star Wars: Episode II – Attack of the Clones.” His other film credits include John Woo’s “Mission: Impossible II,” starring Tom Cruise; “Red Planet,” with Val Kilmer and Carrie-Anne Moss; “Once in a Life,” directed by and starring Laurence Fishburne; and the sci-fi horror film “Komodo.” For television, Sexton’s credits include the telefilms “Invincible,” with Billy Zane, and the TBS thriller “Nowhere to Land.”

DAVID PEERS (Layout & Camera Director) joined Animal Logic in 2003 to work with George Miller on “Happy Feet.” Peers began his film career as a freelance camera operator, working mostly on commercials and visuals for live events. He joined the facility Cutting Edge as a studio camera operator and went on to set up the company’s 3D department before moving into visual effects supervision.

His credits include music videos for such bands as Silverchair, Something for Kate, Powderfinger, and Darren Hayes, as well as such films as “George of the Jungle 2,” “Inspector Gadget 2,” “Under the Radar” and “Blurred.”

Peers has won a number of festival awards for his work, including an Australian Cinematographers Society Gold Award for his documentary “Rainforest – Beneath the Canopy,” co-directed with colorist Eric Whipp.

SIMON WHITELEY (Art Director) began his career in the early 1980s in television as a Graphic Designer for the BBC, and later for the British Printing Communication Corporation. In 1987, while working with Video Paintbrush Company he met Zareh Nalbandian, who later became Animal Logic’s co-founder and Managing Director. Simon worked with Animal Logic as a consulting art director on many of the company’s commercial projects, including campaigns for Visa and Gatorade. In addition to commercial work, Simon art directed and designed visual effects sequences for Animal Logic’s film projects, including “Babe,” “Babe: Pig in the City,” “The Matrix,” “The Thin Red Line,” “Moulin Rouge!,” “Danny Deckchair” and “Swimming Upstream.”

DANIEL JEANNETTE (Animation Director) received a BAFTA Award nomination for Achievement in Special Visual Effects for his work on 1999’s “The Mummy,” and Saturn Award nominations for Best Special Effects for “The Mummy,” “The Mummy Returns” and “Van Helsing.” Jeannette was also animation supervisor on “Mighty Joe Young,” which was nominated for a Best Visual Effects Oscar in 1998, and Martin Scorsese’s “Gangs of New York.” Prior to “Happy Feet,” Jeannette spent 10 years with Industrial Light and Magic’s animation team, with the last seven of those directing animation sequences. Jeannette is also a member of The British Academy of Film and Television and The Visual Effects Society.

BRETT FEENEY (Digital Supervisor) has worked on a number of Animal Logic’s film and television projects, including “Babe: Pig in the City,” “Lord of the Rings: Fellowship of the Ring.” He was also a 3D supervisor on “Moulin Rouge!” and “The Matrix: Reloaded.” Prior to joining Animal Logic, he began his career as a graphic artist and animator for various broadcasting networks, and as a 3D animator the video games producing company Brilliant Interactive Ideas. A self-taught 3D animator, Feeney has seen the Animal Logic team grow from three people to more than 300 artists, technical directors and support crew across ten departments.

DECK THE HALLS is a family comedy about one-upsmanship, jealousy, clashing

neighbors, home decoration…and the true spirit of the holidays. For Cloverdale, Massachusetts

optometrist Steve Finch (MATTHEW BRODERICK), no time of the year can compare to the

glory of the Christmas season. And, for many years now, he’s carried on a series of heartfelt but

hokey Yuletide traditions that his family – wife Kelly (KRISTIN DAVIS), daughter Madison

(ALIA SHAWKAT), and son Carter (DYLAN BLUE) – at this point, can barely tolerate.

Despite his family’s exhausted protests, super-organized Steve has the December calendar chock

full with everything from shooting the Finch’s annual Christmas card photo, to their ritual tree

harvesting and neighborhood caroling night. There’s also scheduled time for shopping,

“personal reflection,” and the town’s yearly Winterfest carnival, which Steve joyously oversees.

But Steve’s Christmas bliss is suddenly destroyed when slippery car salesman Buddy

Hall (DANNY DeVITO) moves in next door and Steve finds himself going toe-to-toe with his

new neighbor. Buddy quickly begins to undermine Steve’s dominance as the local “King of

Christmas” when he sets out to festoon his new house with enough glowing holiday lights so it

will be visible from outer space. We’re talking a lot of lights, here!

But why stop at lights? Motivated by the celebrity he’s achieving with his dazzling,

megawatt decorations, Buddy adds a live manger scene complete with donkeys, cows, sheep, and

an imported camel, while continuing to wreak havoc on an infuriated Steve in a host of

creatively twisted ways. Though Steve is in meltdown mode over Buddy’s holiday shenanigans

(never mind that Buddy’s tapping into the Finches’ electricity to power his décor!), wife Kelly

has bonded with Buddy’s brassy better-half Tia (KRISTIN CHENOWETH), while Madison has

buddied up to the Halls’ sexy, dim-bulb twin daughters Ashley and Emily (SABRINA &

KELLY ALDRIDGE), who light up the life of younger Carter as well. Kelly and Tia and the

kids become increasingly impatient, though, with Steve and Buddy’s escalating rivalry and

eventually threaten to pull the plug on the guys’ entire Christmas season.

Can Steve and Buddy declare a ceasefire before the holidays are ruined altogether, or will

they continue their one-upsmanship until personal victory is achieved? In Deck the Halls, ‘tis

the season where just about anything is possible.

What kind of guy would need to put up thousands of Christmas lights on his house? And

what must it be like to live next door to a house like this? Those two questions became the basis

for Matt Corman and Chris Ord’s original script for Deck the Halls, which began its speedy

sleigh ride to the big screen as a discussion the writers had with producer Michael Costigan.

“We liked the notion of two very different guys genuinely trying to celebrate Christmas, each in

his own way,” relates Corman. Adds Ord: “Steve and Buddy have similar hopes and dreams for

their families and for the Christmas holiday. They just don’t communicate well enough to find

that common ground. That was really fun territory to explore.”

Deck the Halls’ journey continued when Regency Enterprises bought the writing team’s

screenplay, and director John Whitesell was soon attached to helm. Whitesell then added

screenwriter Don Rhymer, who he’d just worked with on Big Momma’s House 2, to the team.

Notes Rhymer: “In a way, we’re all either a ‘Steve’ or a ‘Buddy.’ You either like things

controlled and organized or you like to fly by the seat of your pants. Neither are bad guys,

they’re just living day to day as best they can. It was important to show how both men were

missing the big picture. How they’re both letting their obsessions distract them from what

Christmas and their families really mean.”

Once pre-production on the film got rolling, some key decisions needed to be made. First

up was the setting and creation of the primary location, the small-town New England street that

would be home to the Finches’ and Halls’ dueling houses. While scouting in Vancouver, the

production uncovered a large, open park field with several houses on its borders that could help

duplicate a surrounding neighborhood. The exteriors of the homes were built to spec on the field

to provide a natural perspective between the windows of the Finch house and the actual visual of

the Hall house. The interiors were built separately, in an area about 15 minutes away.

“The whole thing was like a game of Sudoku,” jokes production designer Bill Brzeski.

“Creating these houses was quite a technical challenge. Trying to get any one element right

wasn’t particularly hard, but putting all the pieces of the puzzle together was another story.”

Brzeski went on to design two very different home exteriors to represent each family: a

center hutch Colonial for the more traditional Finches and a more eclectic, bungalow-like

structure to reflect the wackier Hall clan. “It was also important to pick architectural styles with

a lot of flat surfaces so once the Christmas lights were added they’d really pop out,” explains the

designer. “The average house has too many windows and peaks and corners to accomplish that.”

As the houses quickly went up, another challenge arose. Though over 60% of the film

takes place at night, shooting was set for summertime Vancouver, when there’s only about six

hours of darkness per day. The production needed to ensure it could complete the film on

schedule, yet still stay true to the movie’s Yuletide calendar. According to director John

Whitesell, there was another consideration. “I felt that the more we could shoot during the

daytime, when the actors would be most awake, the better the comedy would play.” The

solution: to cover the Finch and Hall houses in a giant tent for day-for-night filming.

The Sprung Company, a Texas-based group that builds vast temporary structures for

military installations, conventions, and other large-scale events, was contracted to create the

immense covering. The building, which went up in 15 days, was made primarily of steel beams

and cloth fabric, and essentially turned the location into a sound stage. Production lighting was

then hung and snow dressing, a mixture of trees, and other forms of wintry landscaping were

added as well. “Creating the illusion this way was a really fascinating process,” states executive

producer and unit production manager Jeremiah Samuels. “Once it was finished it looked

exactly as planned – two houses in a neighborhood at night.”

Then came the all-important creation of the Hall house Christmas lights, which become

the linchpin of the entire story. Its ever-increasing holiday light display is supposed to be visible

from outer space, so a few envelopes – and a lot of wattage – needed to be pushed. “My vision

was to create something that hadn’t been seen before,” says Whitesell. For production designer

Brzeski, “the challenge was to do something that the public generally can’t do. That’s tough

because the public is really creative and inventive; it’s amazing what people put up on their

houses. We had to make the decorations over the top, yet still make it seem like something the

average Joe could actually attain.”

Lighting designer Jason McKinnon, who has worked extensively in the world of rock

concerts, was hired to help achieve this “epic” feel. He approached the job as if creating a

colossal Christmas light show, rather than just a display. Explains McKinnon: “The way the film

progresses, there are basically nine stages of lighting. We go from zero, which is no lights on the

house, all the way up through seven, which is the big light show with Buddy in the sleigh at the

controls. Then we have level eight when Buddy starts to pull the lights off, then level nine, in

which the whole town helps him put the lights back up. Since level seven was the biggest thing

we were going to see – that is, a choreographed light show to music – that’s where I started my

design.”

Before the light design was finalized, a mock-up of the Hall house was built on

scaffolding in a parking lot and tested out with the various lighting levels. “It was actually quite

well planned out,” says Brzeski. “We rehearsed putting the lights up and taking them down and

made installation charts for every phase. We then filmed the tests, showed them to the studio,

and made changes based on their creative input. It was a very effective process.”

There was another key element for McKinnon that went into creating this Christmas light

extravaganza. “We were doing a light show, so from day one it was always: ‘What’s the music?’

It’s fine to have a whole bunch of great lighting, but it all needs to match the soundtrack. John

[Whitesell] and I went back and forth about the music, then we both went back and forth with

our composer, George Clinton.

“The lights alone aren’t what’s most impressive, it’s the way they move--what turns on

and what goes off. Ultimately, it was all about making the light show as dynamic as possible.

The music was a huge part of that.”

The next step for creating and manipulating the lighting design was the coating of the

Hall home in light-emitting diode (L.E.D.) lights, creating a video wall that essentially wrapped

around the house. “With the LED, we were able to shoot video and project it onto the house,”

says Whitesell. “The LED turned the place into a big JumboTron, like something you’d see in a

stadium. I don’t think anything’s ever been done like that before.”

As for the inevitable parade of burned-out bulbs, “Replacing them could’ve been a job

for ten people alone,” laughs McKinnon. “Most of the normal Christmas lights we used, which

were no different from what anyone would buy in a hardware store, just aren’t designed to work

as hard as our lights did. Every time we’d look up, another 20 lights would be blown.

Sometimes, though, it was just a matter of going up and punching them or giving them a little

tweak, and back on they’d go. It was a real lesson in the ‘quality’ of your average Christmas

light!”

In addition to the massive coordination of Buddy Hall’s see-it-from-outer-space holiday

lighting, providing and maintaining enough fake snow to replicate a picture perfect New England

winter created another logistical challenge. “Making winter look like winter, especially in the

middle of summer, is never simple,” says Brzeski, “but we perfected a number of tricks here,

especially with our ‘snow,’ that really helped the seasonal transformation.” This “movie snow”

was made from fluffy, unrolled paper that was powdered, bleached and then put through a

Krendel machine, a device that’s used to blow insulation into attics.

Filming a winter movie in the hottest summer in Canadian history proved a tricky

balancing act for the cast members in general. Says Kristin Davis, who portrays Steve Finch’s

levelheaded wife Kelly: “You just have to program all these things into your day, like making

sure not to get tanned because it’s supposed to be December, or staying cool between takes even

though you’re shooting an event called ‘Winterfest.’ And, then there’s the fake snow blowing

into your mouth while you’re saying your lines. Acting school never prepares you for that!”

Matthew Broderick agrees. “You keep thinking, ‘Oh, I’ve got to pretend to act cold and

I’m sweating.’ In some ways it’s probably easier than if we were actually shooting in the dead

of winter, but when you’re ice skating with the blazing summer sun bouncing off that white

plastic ice, it’s definitely a little jarring.”

For Kristin Chenoweth, a.k.a. Mrs. Buddy Hall, she found herself with a strange case of

Christmas spirit in July. “It didn’t matter that it was summer, shooting the film just got me in a

holiday mood,” maintains the actress, “so much so, that I ended up going out and buying

Christmas gifts for everyone in the cast. It was corny to do, but fun.”

One thing no one needed to receive as a gift was a Christmas sweater, as there were

plenty of those already on the set to go around--if anyone actually wanted one. Costume

designer Carol Ramsey, who coordinated the selection of grandly ugly sweaters that the Finch

family wears for its annual Christmas card picture, thinks this garish holiday clothing item

merely signifies a need for tradition. “Anything in our modern, fast-paced world that make us

feel like maybe there are some traditions left in our life, people tend to glom onto. It’s kind of a

herd mentality, but I think in a sweet and fun way. Plus, those sweaters do have a certain

photographic potential and often make for a funny Christmas card.”

The tradition is not lost on Steve Finch, who is determined to take yet another Christmas

sweater photo this year, despite his family’s distinct disinterest. Matthew Broderick has a theory

about why the sweaters Finch buys his family are so hideous. “It’s one of those traditions that

has gotten out of hand,” he asserts. “He’s kept it around way too long and has had to come up

with too many different sweaters. Over the years, the quality’s gone down and he’s now

scraping the bottom of the Christmas sweater barrel. And it’s not pretty.”

The costumer wanted Danny DeVito’s clothes to have a kind of retro feel, especially

when it came to the leather jacket he wore. “I wanted him in a bomber-type jacket, something

from, say, the early 1990s. I looked at Sears catalogues from back then and ultimately came up

with a jacket that was a mix of the various older styles. As we did with much of Danny’s

clothing, we also aged down the leather skins we used for the jacket. We didn’t want Danny in

anything that looked particularly new. Everything, including the suits and sport jackets he wore

to work at Murray Motors, needed to look a bit off, like he was just slapping these outfits

together.”

For the cast of Deck the Halls, making the film was not only a chance to play characters

they related to and enjoyed, but also an occasion to work with a host of other actors they

admired. Danny DeVito found it was a welcome opportunity to act in an all-audience film. “I

always get these dark, kind of crazy comedy scripts, so when I read Deck the Halls I thought it

would be nice to be in something a little more ‘general audience.’”

As for the film’s “other wife,” Kristin Chenoweth loved portraying a woman “who’s got

a lot of heart yet is also very strong.” She adds, “Tia just speaks her mind--she has no censoring

device, which is a very fun trait to play.” Chenoweth calls on-screen hubby DeVito “One of the

last few gentlemen. He’s so funny and kind. The man’s a classic.”

Ultimately, writers Matt Corman and Chris Ord feel Deck the Halls underscores the idea

that “there is no right or wrong way to celebrate Christmas. A spirit of understanding and a

sense of inclusion is what the holidays should be about.” Adds screenwriter Don Rhymer: “It’s a

movie that, I think, will remind audiences not to let the pursuit of good things blind us to the

right things.”

ABOUT THE CAST

DANNY DeVITO (Buddy Hall) has been working non-stop on both sides of the camera

since first gaining widespread fame as irascible dispatcher Louie De Palma on the hit TV series

Taxi.

The actor-writer-producer has appeared in over 60 features and in countless TV episodes

and telefilms. DeVito has been nominated for five Emmy Awards® (including a 1981 Taxi win

for Supporting Actor in a Comedy Series), six Golden Globes® (1980 winner, Best TV Actor in

a Supporting Role, again for Taxi), and a SAG Award for Outstanding Performance by a Cast in

1997’s L.A. Confidential. As a producer, he was Oscar®-nominated for Erin Brockovich.

DeVito’s many motion picture appearances include One Flew Over the Cuckoo’s Nest,

Goin’ South, Terms of Endearment, Romancing the Stone, Johnny Dangerously, The Jewel of the

Nile, Ruthless People, Tin Men, Twins, Other Peoples’ Money, and Batman Returns.

Later feature acting credits include Renaissance Man, Junior, Get Shorty, The

Rainmaker, Living Out Loud, The Virgin Suicides, The Big Kahuna, Man on the Moon,

Drowning Mona, and What’s the Worst That Could Happen?.

More recently, DeVito has appeared in such films as Anything Else, Big Fish, Marilyn

Hotchkiss Ballroom Dancing & Charm School, Be Cool, The OH in Ohio, and Relative

Strangers.

He has both directed and acted in the features Throw Momma From the Train, The War

of the Roses, Hoffa, Matilda, Death to Smoochy, and Duplex; as well as the telefilm The Ratings

Game (1985 Cable ACE® Award nomination, Best Actor in a Movie or Miniseries).

DeVito has also lent his distinctive voice to such films as My Little Pony: the Movie,

Look Who’s Talking Now, Space Jam, and Hercules, and TV shows like The Simpsons and

Father of the Pride.

He has appeared on NBC’s Saturday Night Live a total of eight times, four as host. More

recently, DeVito has been a semi-regular on the hit FX comedy series It’s Always Sunny in

Philadelphia.

In addition, the actor/filmmaker has enjoyed an extensive feature producing career.

Under his Jersey Films banner, he has served as either producer or executive producer on such

movies as Hoffa, Reality Bites, 8 Seconds, Pulp Fiction, Get Shorty, Sunset Park, Matilda,

Gattaca, Out of Sight, Living Out Loud, Man on the Moon, How High, Camp, Along Came Polly,

Garden State, Be Cool, and Relative Strangers. DeVito also executive produced the telefilms

The Sports Jerks and The Pentagon Wars, as well as series like Kate Brasher, UC: Undercover,

The American Embassy, Reno 911!, and Karen Sisco.

Upcoming projects for DeVito include acting in the features Nobel Son, The Good Night,

One Part Sugar, and Reno 911!: Miami (also executive producer). He will also produce the

thriller A Walk Among the Tombstones and is attached to direct the comic fantasy I Married a

Witch.

MATTHEW BRODERICK (Steve Finch) has become one of Hollywood’s most reliable

and versatile actors ever since impressing audiences in such early films as Max Dugan Returns,

War Games, Ladyhawke and, most especially, the beloved Ferris Bueller’s Day Off.

The actor went on to appear in a long string of features including Project X, Biloxi Blues,

Torch Song Trilogy, Family Business, Glory, The Freshman, The Night We Never Met, The Lion

King (voice), and Mrs. Parker and the Vicious Circle.

Subsequent film credits include The Cable Guy, Infinity (which he also produced and

directed), Addicted to Love, Godzilla, Election, Inspector Gadget, and You Can Count on Me.

More recently, Broderick was seen on the big screen in the Stepford Wives remake; Marie

and Bruce; The Last Shot; Strangers With Candy; and The Producers, in which he recreated his

Tony® Award-nominated role as Leopold Bloom opposite his Broadway co-star Nathan Lane.

In addition, the actor has appeared in the telefilms Master Harold and the Boys (1985

Cable ACE Award nomination); A Life in the Theatre (1993 Emmy nominee); and, more

recently, The Music Man as Professor Harold Hill.

Broderick’s other Broadway credits include Tony Award-winning turns in Brighton

Beach Memoirs and the 1995 revival of How To Succeed in Business Without Really Trying, as

well as productions of Torch Song Trilogy, Biloxi Blues, Night Must Fall, Taller Than a Dwarf,

and, most recently, the 2005 revival of The Odd Couple, playing Felix Ungar opposite Nathan

Lane’s Oscar Madison.

The actor will next be seen in Kenneth Lonergan’s feature drama Margaret and will be

heard in DreamWorks Animation’s Bee Movie.

KRISTIN DAVIS (Kelly Finch) is best known for her career-making role as the wide-

eyed Charlotte York on HBO’s immensely popular series Sex and the City. For her work on the

long-running comedy, she received Emmy and Golden Globe Best Supporting Actress

nominations, as well as five SAG Award nods (including two wins) for Outstanding Performance

by an Ensemble in a Comedy Series.

Davis’s other TV appearances include episodes of such series as General Hospital; The

Larry Sanders Show; Dr. Quinn, Medicine Woman; ER; Melrose Place; The Single Guy;

Seinfeld; Friends; and Will & Grace. She has also acted in the telefilms The Ultimate Lie, A

Deadly Vision, Atomic Train, Take Me Home: The John Denver Story (as Annie Denver),

Someone To Love, Three Days, The Winning Season and, most recently, ABC’s Soccer Moms.

The actress’s feature film credits include Nine Months, Traveling Companion, Sour

Grapes, Blacktop, The Adventures of Sharkboy and Lavagirl, and the recent remake of Disney’s

The Shaggy Dog.

KRISTIN CHENOWETH (Tia Hall) seems to be at ease on any stage. Broadway

audiences know this well. Many remember her show-stealing, Tony-winning performance in

You’re A Good Man, Charlie Brown and her triumphant star turn when she originated the role of

Glinda the Good Witch in Wicked, which earned her a Tony Award nomination. Television fans

know her as Annabeth Schott on “The West Wing,” and moviegoers caught her in the film

version of Bewitched with Nicole Kidman, The Pink Panther with Steve Martin, and RV with

Robin Williams.

This year, Chenoweth’s slate of films includes Running with Scissors with Gwyneth

Paltrow and Annette Bening, and Stranger Than Fiction with Will Ferrell and Emma Thompson.

Chenoweth hopes to begin production soon in the biographical role of Dusty Springfield.

A veteran of the concert scene, Chenoweth took the stage in a solo sold-out concert at

Carnegie Hall in 2004 and continues to tour the country. Chenoweth was in London for a theater

production of Divas at Donmar for director Sam Mendes, which opened to rave reviews.

Following her triumph in London, Chenoweth has performed with The New York Philharmonic,

Boston Pops, National Symphony Orchestra, Chicago Symphony and the San Francisco

Symphony.

One of her proudest accomplishments recently was having the privilege to perform

Candide with The New York Philharmonic at Lincoln Center. Recent performances include her

sold-out Los Angeles solo debut at the Walt Disney Concert Hall, an evening at The Greek

Theatre in Los Angeles, and the Washington National Opera’s 50th Anniversary Gala with

Placido Domingo. Next, Chenoweth will have the honor of playing her solo concert at the famed

Metropolitan Opera House in January 2007. Chenoweth is also an accomplished recording artist,

and has released the albums Let Yourself Go, and As I Am. She is gearing up for her third album

later this year.

ABOUT THE FILMMAKERS

JOHN WHITESELL (Director) is one of the most consistently busy directors in the

world of TV and movie comedy.

He has directed and produced over 200 episodes of primetime television including such

hit series as A Different World, Coach, Law & Order, Roseanne (two seasons), Blossom, The

John Laroquette Show (1994 Emmy nomination), Damon, Providence, Action, Jack & Jill, and

Grounded For Life, among many others.

Whitesell’s feature credits include Calendar Girl, with Jason Priestly and Joe Pantoliano;

See Spot Run, which starred David Arquette and Michael Clark Duncan; Malibu’s Most Wanted,

with Jamie Kennedy, Ryan O’Neal, Taye Diggs, and Anthony Anderson; and, most recently, Big

Momma’s House 2.

He began his directing career in daytime television, where he helmed and executive

produced the dramas Search for Tomorrow; Another World; and Guiding Light, for which he

won an Emmy Award.

MATT CORMAN & CHRIS ORD (Screenwriters) earned their first produced feature

writing credit on Deck the Halls. The pair’s earlier screenplay Luna was named one of the “Best

Unproduced Comedies” in the Summer 2005 edition of Written By magazine. They have also

penned projects for DreamWorks, Paramount, Fox, and Dimension, as well as a one-hour drama

pilot for CBS.

DON RHYMER (Screenwriter) recently wrote Big Momma’s House 2. His other feature

comedy credits include Carpool, the original Big Momma’s House (co-written with Darryl

Quarles), The Santa Clause 2, Agent Cody Banks 2: Destination London, and the big-screen

adaptation of The Honeymooners.

Rhymer has also enjoyed a successful TV career, and has written and produced such

sitcoms as The Hogan Family, Coach, Bagdad Café, Evening Shade, Hearts Afire, Caroline in

the City, Chicago Sons, and Fired Up.

In addition, he wrote the telefilms Banner Times, Past the Bleachers, and Under Wraps.

ARNON MILCHAN (Producer) is widely renowned as one of the most prolific and

successful independent film producers of the past 25 years, with over 100 feature films to his credit.

Born in Israel, Milchan was educated at the University of Geneva. His first business venture was

transforming his father’s modest business into one of his country’s largest agro-chemical companies.

This early achievement was a harbinger of Milchan’s now-legendary reputation in the international

marketplace as a keen businessman.

Soon, Milchan began to underwrite projects in areas that had always held a special interest

for him – film, television and theater. Early projects include Roman Polanski’s theater production of

Amadeus, Dizengoff 99, La Menace, The Medusa Touch and the mini-series Masada. By the end of

the 1980s, Milchan had produced such films as Martin Scorsese’s The King of Comedy, Sergio

Leone’s Once Upon at Time in America and Terry Gilliam’s Brazil.

After the huge successes of Pretty Woman and The War of the Roses, Milchan founded New

Regency Productions and went on to produce a string of successful films including J.F.K,

Sommersby, A Time to Kill, Free Willy, The Client, Tin Cup, Under Siege, L.A. Confidential, The

Devil’s Advocate, The Negotiator, City of Angels, Entrapment, Fight Club, Big Momma’s House,

Don’t Say a Word, Daredevil, Man on Fire, Guess Who, Mr. and Mrs. Smith, and Big Momma’s

House 2.

Upcoming projects include: Firehouse Dog, a family comedy starring Josh Hutcherson,

Bruce Greenwood, Dash Mihok, Steven Culp and Bree Turner, directed by Todd Holland; Jumper,

a sci-fi action-adventure starring Hayden Christensen, Rachel Bilson, Jamie Bell, and Samuel L.

Jackson, directed by Doug Liman; Epic Movie, a spoof directed by Aaron Friedberg and Jason

Seltzer; and Dallas, based on the television phenomenon starring John Travolta, directed by

Gurinder Chadha.

Along the way, Milchan brought on board two powerful investors and partners who share his

vision: Nine Network and Twentieth Century Fox. Fox distributes Regency movies in all media

worldwide (excluding an output arrangement Regency has in Germany), including on U.S. pay

television, and international pay and free television.

Milchan also successfully diversified his company’s activities within the sphere of

entertainment, most specifically in the realm of television through Regency Television (Malcolm in

the Middle, The Bernie Mac Show, Help Me Help You). Regency recently acquired a stake in

Channel 10, BabyFirstTV, and an Israeli TV network. In addition, Regency holds television rights

to Sony Ericsson Women’s Tennis Association events.

MICHAEL COSTIGAN (Producer) is President of directors Ridley and Tony Scott’s

film production company, Scott Free.

Costigan founded his production company, Corduroy Films in 2002. He is producing the

feature film version of the hit TV series Dallas. Gurinder Chadha (Bend It Like Beckham) will

direct from a script by Robert Harling (Steel Magnolias). The film is scheduled to begin

principal photography in 2007.

Last year, Costigan was Executive Producer of the acclaimed, award-winning Brokeback

Mountain, which was directed by Ang Lee from a screenplay by Larry McMurtry & Diana

Ossana, based on the short story by Annie Proulx.

Previously, Costigan worked at Sony Pictures for nine years where, as Executive Vice

President of Production, he oversaw the acquisition, development, and/or production of such

features as Charlie’s Angels; Gattaca; Snatch; The People Vs. Larry Flynt; Girl, Interrupted;

and Bottle Rocket. He began his career at Sony as Executive Story Editor.

JEREMIAH SAMUELS (Executive Producer) recently produced the campus comedy

Bickford Shmeckler’s Cool Ideas and co-produced Big Momma’s House 2. He also served as

both executive producer and unit production manager on the features Roll Bounce; Sleepover;

Goodnight, Joseph Parker; and House of Sand and Fog.

Other executive producing credits include the films Auggie Rose and The Rules of

Attraction. Samuels also co-produced and production-managed the movies Love Jones, A Time

For Dancing, 3 Strikes, and The Wash.

In addition, he was either unit production manager or production supervisor on such

features as The Night We Never Met, For Love or Money, Camp Nowhere, Matilda, Last Man

Standing, and A View From the Top.

For television, Samuels co-produced the Showtime film That Championship Season and was

a producer on the MTV series Undressed.

MARK IRWIN, ASC (Director of Photography) has shot over 90 features and telefilms,

including a long association with director David Cronenberg on such films as The Brood,

Scanners, Videodrome, The Dead Zone, and The Fly. The last three movies earned Irwin Best

Cinematographer Awards from the Canadian Society of Cinematographers, which honored him a

fourth time for his work on the hockey drama Youngblood.

Irwin’s many other feature credits include The Hanoi Hilton, Pass the Ammo, The Blob,

Bat*21, Class of 1999, Robocop 2, Showdown in Little Tokyo, Passenger 57, Man’s Best Friend,

and The Mighty Ducks 2. He also worked with director Wes Craven on Wes Craven’s New

Nightmare, Scream, and Vampire in Brooklyn; and on the Farrelly Brothers comedies Dumb &

Dumber; Kingpin; There’s Something About Mary; Me, Myself & Irene; and Say It Isn’t So.

More recently, Irwin shot such theatrical films as Freddy Got Fingered, American Pie 2,

Osmosis Jones, Old School, Malibu’s Most Wanted, Scary Movie 3, The Ringer, Grandma’s Boy,

and Big Momma’s House 2.

Irwin has also served as cinematographer on a long list of telefilms including TNT’s Heat

Wave (Cable Ace Award nomination), Call Me Anna, Absolute Strangers, Backfield in Motion,

Keep the Change, The Avenging Angel, Don’t Look Back, Can of Worms, and Fox’s acclaimed

9/11 drama Flight 93.

BILL BRZESKI (Production Designer) has served in the same capacity on such features

as Matilda, As Good as It Gets, Blue Streak, Stuart Little 1 & 2, The Adventures of Pluto Nash,

and Catwoman; as well as on the TV series Sibs, Phenom, Ellen, Hiller and Diller, The Simple

Life, and the recent Fox TV pilot If You Lived Here, You’d Be Home By Now.

As an art director, Brzeski’s credits include the feature I’ll Do Anything; and such TV

series as The Redd Foxx Show; She’s the Sheriff; Just the Ten of Us; Uncle Buck; Sibs; Growing

Pains; The Nanny; Ellen; Sister, Sister; Madman of the People; Pride & Joy; Bless This House;

and Almost Perfect.

PAUL HIRSCH, A.C.E. (Editor) is the Academy Award-winning editor of Star Wars as

well as the megahit’s follow-up, The Empire Strikes Back. He was nominated for his second

Oscar in 2004 for his work on the hit biopic Ray.

Hirsch has been editing films for over 35 years, beginning his career on such early Brian

DePalma films as Hi, Mom!; Sisters; Phantom of the Paradise; Obsession; Carrie; and The

Fury. Hirsch went on to edit the director’s Blow Out, Raising Cain, Mission: Impossible, and

Mission to Mars.

His many other feature editing credits include King of the Gypsies; Creepshow; The

Black Stallion Returns; Footloose; Protocol; Ferris Bueller’s Day Off; The Secret of My

Success; Planes, Trains, & Automobiles; Steel Magnolias; Falling Down; Wrestling Ernest

Hemingway; I Love Trouble; Hard Rain; Mighty Joe Young; and Lake Placid.

More recently, Hirsch edited The Adventures of Pluto Nash, The Fighting Temptations,

and Date Movie.

CAROL RAMSEY (Costume Designer) has designed costumes for such feature films as

Slaves of New York, King of New York, Mr. & Mrs. Bridge, Don’t Tell Mom the Babysitter’s

Dead, Crossing the Bridge, Dragon: The Bruce Lee Story, The Santa Clause, Sunset Park,

Surviving Picasso, Jungle 2 Jungle, A Soldier’s Daughter Never Cries, Ready to Rumble, and

Tuck Everlasting.

Later feature design credits include Bad Boys II, Le Divorce, Scary Movie 3, Dodgeball:

A True Underdog Story, Meet the Fockers, Scary Movie 4, and Stick It.

Ramsey has also created the costumes for the telefilms Three Sovereigns For Sarah, A

Case of Deadly Force, Jackie Bouvier Kennedy Onassis, and the TV series Popular.

GEORGE S. CLINTON (Composer) has written music for over 90 features and telefilms

in a career that has spanned over 25 years.

Clinton’s early feature film credits include Cheech and Chong: Still Smokin’, Cheech &

Chong’s The Corsican Brothers, Platoon Leader, Ten Little Indians, Hard Promises, White Men

Can’t Jump, Mortal Kombat, The Last Days of Frankie the Fly, and Beverly Hills Ninja. These

were followed by films like Austin Powers: International Man of Mystery, Wild Things, The

Astronaut’s Wife, and Austin Powers: The Spy Who Shagged Me.

More recently, Clinton scored such features as Ready to Rumble, Sordid Lives, 3000

Miles to Graceland, Joe Somebody, Austin Powers in Goldmember, The Santa Clause 2, The Big

Bounce, Catch That Kid, Eulogy, New York Minute, A Dirty Shame, Big Momma’s House 2, and

The Santa Clause 3: The Escape Clause.

Clinton’s many TV credits include the telefilms The Lion of Africa, Gotham, Till Death

Do Us Part, Cruel Doubt, Through the Eyes of a Killer, Seduced By Evil, Amelia Earhart: The

Final Flight, Business For Pleasure, Dean Koontz’s Intensity, Lansky, Shadow Realm, and 44

Minutes: The North Hollywood Shoot-Out. In addition, he has composed music for dozens of

episodes of the popular Showtime series Red Shoe Diaries.

The prolific composer’s work will soon be heard in the features Life of the Party, Flakes,

and Code Name: The Cleaner.

© 2006 by Regency Entertainment (USA) and Monarchy Enterprises S.a.r.l.

All rights reserved. Property of Fox. Permission is granted to newspapers and periodicals to reproduce this press kit

in articles publicizing the distribution of the motion picture. All other use is strictly prohibited, including sale,

duplication, or other transfers of this material. This press kit, in whole or in part,

must not be leased, sold or given away.

REGENCY ENTERPRISES Presents

A NEW REGENCY / CORDUROY FILMS

Production

A JOHN WHITESELL Film

DANNY DeVITO

MATTHEW BRODERICK

KRISTIN DAVIS

KRISTIN CHENOWETH

ALIA SHAWKAT

FRED ARMISEN

JORGE GARCIA

DYLAN BLUE

KELLY ALDRIDGE

SABRINA ALDRIDGE

SEAN O’BRYAN

GILLIAN VIGMAN

RYAN DEVLIN

Directed by.......................JOHN WHITESELL

Produced by......................ARNON MILCHAN

....................................MICHAEL COSTIGAN

.........................................JOHN WHITESELL

Written by.....MATT CORMAN & CHRIS ORD

........................................And DON RHYMER

Executive Producer......JEREMIAH SAMUELS

Director of Photography....MARK IRWIN, ASC

Production Designer................BILL BRZESKI

Edited by......................PAUL HIRSCH, A.C.E.

Music by ....................GEORGE S. CLINTON

Music Supervisor..........PATRICK HOULIHAN

Costume Designer..............CAROL RAMSEY

Canadian Casting by.COREEN MAYRS, CSA

......................HEIKE BRANDSTATTER, CSA

US Casting by.................DAVID RUBIN, CSA

..................................RICHARD HICKS, CSA

Unit Production Manager.................................

....................................JEREMIAH SAMUELS

Unit Production Manager.................................

....................................WENDY S. WILLIAMS

First Assistant Director..MICHAEL NEUMANN

Second Assistant Director................................

......................................KATHY HOUGHTON

CAST

Buddy Hall.............................DANNY DeVITO

Steve Finch.............MATTHEW BRODERICK

Kelly Finch............................KRISTIN DAVIS

Tia Hall......................KRISTIN CHENOWETH

Madison Finch.......................ALIA SHAWKAT

Carter Finch..............................DYLAN BLUE

Ashley Hall........................KELLY ALDRIDGE

Emily Hall.....................SABRINA ALDRIDGE

Wallace................................JORGE GARCIA

Gustave................................FRED ARMISEN

Gerta...................................GILLIAN VIGMAN

Bob Murray.............................RYAN DEVLIN

Mayor Young.........................SEAN O’BRYAN

SuChin Pak...............................AS HERSELF

Mrs. Ryor....................JACKIE BURROUGHS

Sheriff Dave...........................GARRY CHALK

Mackenzie..............................NICOLA PELTZ

Fireworks Guy.......................ZAK SANTIAGO

Ted ..........................................DAVID LEWIS

Ed.........................................DANIEL BACON

Mr. Murray................................KEN KRAMER

Gail......................................JILL MORRISON

Hardware Store Employee..............................

..............................ALFRED E. HUMPHREYS

News Reporter #1...BRENDA M. CRICHLOW

Reporter #2...................................JILL KROP

News Producer.......................AGAM DARSHI

Oblivious Dad........................DAVID STUART

Santa Kid..................................QUINN LORD

Main Street Passerby #1.................................

...................................NATHANIEL DeVEAUX

Town Passerby...................FULVIO CECERE

Mary in the Manger.............ELIZA NORBURY

Caroler #1...............................RANDI LYNNE

Caroler #2.................................DAN JOFFRE

Carolers.........AURORA FAULKNER-KILLAM

............MELISSA HOWELL, LORI JOHNSON

......................DAVID SHAW, MYLES WOLFE

e Trucker........................................TY OLSSON

UPS Guy........................STEPHEN HOLMES

City Employee ...................ANDREW HEDGE

Madison’s Date.................CORY MONTEITH

Stunt Coordinator/ Second Unit

Director................CHARLES CROUGHWELL

Stunt Coordinator – Canada..DANNY VIRTUE

Stunt Double Buddy..........MICHAEL MUÑOZ

Stunt Double Steve..................CLAY VIRTUE

Stunt Double Kelly............YVETTE JACKSON

Stunt Double Carter........................................

................................CONNOR CRASH DUNN

Stunt Double Gustave........ELI ZAGOUDAKIS

Stunt Double Gerta........JENNIFER MYLREA

Stunt Double Mayor YoungSIMON BURNETT

Stunt Double Mrs. Ryor..............CELIA BOND

Stunts by:...........NICK ALLEN, KRISTA BELL

.................DEAN CHOE, BRENT CONNOLLY

........................................CHAD COSGRAVE

............................MICHAEL DeFRANCESCO

....................DUANE DICKINSON, ALI DUNN

.............................AUSTIN DUNN, JIM DUNN

...........CAROLYN FIELD, JONATHAN FIELD

..........................TOM GLASS, ALEX GREEN

................GREG HANSON, KEN KIRZINGER

....JON KRALT, AIEISHA LI, TONY MORELLI

.......GASTON MORRISON, GERALD PAETZ

.QUENTIN SCHNEIDE, MARSHALL VIRTUE

Art Director......................DAN HERMANSEN

Assistant Art Directors.............NANCY FORD

..............................................VICKY PETERS

Set Designers.....................JOSEPH CAIRNS

...DOUGLAS A. GIRLING, DAVID HADAWAY

.......ROBERT LEADER, VICTOR MARTINEZ

Graphic Designers............ADRIAN HRYTZAK

...............................................KELI MANSON

Storyboard Artist..................ROBERT PRATT

Art Department Coordinators..WES HARMER

..............................................ARIA TROLLER

Set Decorator......................TEDD KUCHERA

Assistant Set Decorator.......HAMISH PURDY

Buyer/Coordinator...............ROSE GORONZY

Lead Dressers.....................ALLAN HOLMES

......................BRANDT WILLIAM LINDROOS

...........................................RAY WOHLFORD

Set Dressers........................BEHJAT BENAM

....................TOM BONNY, PAUL GOODWIN

.BETH NELSON HOLMES, MIKE MARSTON

..................GUY MILLER, STANLEY MILLER

............................................DAVID MOLSON

On-Set Dresser.......................STEVE HOULE

Head Greens..........M. JOSEPHINE BLEUER

Second Second Assistant Director...................

..............................................EDDY SANTOS

Third Assistant Director.....RHONDA TAYLOR

Assistant Director Production Assistant...........

.........................................DAWN CHARETTE

Camera Operators.......TIMOTHY MOYNIHAN

.........................................CHRIS TAMMARO

“A” Camera First Assistants.............................

...ANDREW LAVIGNE, DOUGLAS B. PRUSS

“A” Camera Second Assistant..........................

.....................................JENNIFER SINCLAIR

“B” Camera First Assistant....DEAN WEBBER

“B” Camera Second Assistant..........................

............................................TREVOR WIENS

“C” Camera First Assistant...............................

....................................STEPHEN McKNIGHT

Camera Trainees...............BOJAN MIKONJIC

.................................BRANDI ROSE PAGANI

Still Photographer............DOANE GREGORY

Video Assist Operator............ROB PARISIEN

Video Playback Coordinator............................

....................................REY D. ASTRONOMO

Production Sound Mixer...PATRICK RAMSAY

Boom Person.....................DAVE GRIFFITHS

Cable Person..........................NAAN SPIESS

Supervising Sound Mixers.....ANDY KOYAMA

......................................CHRIS CARPENTER

Supervising Sound Editor.......JON JOHNSON

Post Production Supervisor.............................

...........................................STEVE BARNETT

First Assistant Editor.......................................

................................THOMAS F. CALDERÓN

Second Assistant Editor......JON SCHWARTZ

Costume Supervisor............MARISA ABOITIZ

Assistant Costume Designer/

Coordinator..............JENNIFER GROSSMAN

Assistant Costume Designer...........................

........................................ELLEN ANDERSON

Set Supervisor......................PAULA PLACHY

Costumers...........................SCOTT BLACKIE

......ANDRE BROUWER, STEVE HOLLOWAY

Makeup Artist................................LISA LOVE

First Assistant Makeup......EMANUELA DAUS

Hair Stylist...............................ANJI BEMBEN

Assistant Hair Stylist................LINDA JONES

Property Master...........WAYNE McLAUGHLIN

Assistant Property Masters.............................

.....................................AARON ALEXANDER

......................................IAN CHERNENCOFF

....................................MARTA McLAUGHLIN

Property Buyer.....................LAURIE DOBBIE

Script Supervisor...................SUSAN LAMBIE

Choreographer...........ANTHONY GONZALEZ

Gaffer.......................................JAY YOWLER

Best Boy Electric..........SAUBRIE MOHAMED

Lamp Operators.......................TERO ARDEN

.........................CRAIG JONES, NINA JONES

.........DAVID Le BLANC, ANDREW TOWSON

Generator Operator............ROD FELDMEIER

Generators Provided Courtesy of....................

...........GENERAC® POWER SYSTEMS, INC.

Board Operator....VINCENT A. UYTDEHAAG

Rigging Gaffer...GAETAN “GATES” JALBERT

Rigging Gaffer Best Boys...........BRENT GIES

..............................................ROGER WELLS

Rigging Lamp Operators.................B. LYMER

..................PAOLO MONTELLA, NEIL ROWE

..........................................KRIS TOBIASSON

Christmas Lighting Design by..........................

...ELECTRIC AURA LIGHTING DESIGN, INC.

Lighting Designers...........JASON McKINNON

.............................ROBERT SONDERGAARD

Christmas Video Display Content....................

.......SEAN NIEUWENHUIS, PAUL SLOBODA

LED Technicians.........CHAD TORONCHUCK

.....................................JOEL TORONCHUCK

LED Lighting Provided by................................

......COLOR KINETICS and DREAMWEAVER

....PRODUCTIONS, LTD. (VANCOUVER, BC)

Lighting Consultant................CRAIG OLIVER

Key Grip.................................DAN BENNETT

Best Boy Grips...................ROYCE MATTICE

.......................................CHARLIE SCHULTZ

“A” Camera Dolly Grip ..JACK CRUIKSHANK

“B” Camera Dolly Grip.............DAVID DIBDIN

Lead Man/Set-Up...........................IAN SMITH

Company Grips..................BRENT BALLARD

..........BILL MOLNAR, DAVID ZIMMERMANN

Key Rigging Grip...........MICHAEL LEMMERS

Best Boy Rigging Grips....EUGENE KEIGHER

................................RICHARD LaBOSSIERE

Rigging Grips..................JONATHAN BOSSÉ

...........TYLER GUENTHER, JOSHUA LOUIG

.......................................RICHARD NELLESS

..................................RALPH RUTHERFORD

Production Coordinator....PATRICIA FOSTER

Assistant Production Coordinators...................

....................CHAD BARAGER, CRAIG LANE

Second Assistant Production

Coordinator.......................KIMBALL JANSMA

Special Effects Coordinator.............................

.....................................TONY LAZAROWICH

Special Effects Best Boy..SCOTT TRELIVING

Special Effects Foreman.....DAVE DUNAWAY

Special Effects Buyer.......CAILA ANDERSON

Special Effects Assistants................................

..................................MARC BUCK AARONS

.............................CHRIS “CRASH” BIGNELL

..............MARK BLACKLOCK, JOHN FISHER

..KURT JACKSON, TIM “SHROOM” PALLER

....................VANCE VEGAS SALVALAGGIO

On-Set Special Effects.CHRIS FLEMINGTON

Snow Foremen........................STEVE DAVIS

.........................................ROBERT YEAGER

First Assistant Snow ..............PHILLIP DAVIS

Assistants/Fabricators......DOUGLAS BEARD

.....JEFF BUTTERWORTH, GARY HEIDRICK

.....RANDY WARREN PARKS, RAE REEDYK

........................W.A. ANDREW SCULTHORP

.............................................DALE SHIPPAM

Construction Coordinator.........BRIAN SHELL

Construction Foremen....ROGER J. BUSQUE

...........RICHARD DOBBIN, DOUGLAS JANG

........SAM McMASTER, JACQUES PARADIS

Paint Coordinator..........JEAN-PAUL COSTAZ

Paint Foreman..............PETER A. KENNEDY

Labor Forepeople...............MILAN B. GELON

..........................MARY JANE GOTTSCHLAG

Location Manager......................KIRK JOHNS

Assistant Location Manager...JINA JOHNSON

Assistant to Danny DeVito...............................

........................................AMANDA DRAGON

Assistant to Matthew Broderick.MEL HANSEN

Assistants to Arnon Milchan....JANE BULMER

........................MICHAEL BRADLEY COMBS

Assistant to John Whitesell..............................

..........................................KELLY E. YOUNG

Assistant to Michael Costigan..........................

.......................................MARESA PULLMAN

Assistant to Jeremiah Samuels...PAUL DAVIS

Key Production Assistants...............................

.......................JASON PATRICK DUROCHER

...........MICHELLE HARRIS, SHAUN MOSKIE

Production Assistants...................JEFF CHAN

......ERRIN CLUTTON, DEBORAH C. COHEN

.....................KERRI DUTOFF, MAYA KAZAN

......................DOUG KERR, WILLAN LEUNG

.............KAREN MAJOR, ANDREW RHYMER

.....CASANDRA ROGERS, CONRAD SYLVIA

Financial Controller.MICHAEL D. DE SANTIS

Production Accountant – U.S. ........................

.....................................MICHELLE STEVENS

Production Accountant – Canada ...................

......................................STUART ROBINSON

Construction Accountant.......COLETTE JOST

Payroll Accountant............KEELY JOHNSON

Assistant Accountant..JESSICA TERNOWSKI

New York Casting by............DONNA DeSETA

U.S. Casting Associates........KATE HUBBELL

................................................JEREMY RICH

Vancouver Casting Assistant...........................

........................................TRICA THOMPSON

Extras Casting................STEPHANIE BOEKE

...........................................ANDREA BROWN

Unit Publicists............................PHIL PARKS

............................................JACKIE BISSLEY

Research Consultants..JENNIFER BYDWELL

...........................................SCOTT SHAFFER

Caterer............................................................

.........TIVOLI MOVING PICTURE CATERERS

First Aid/Craft Service.....................................

..............................LOUISE HETHERINGTON

First Aid/Craft Service Assistant..JERRY PER

Tutor......................................DEAN LAMONT

Animal Coordinator.................MARK DUMAS

Animal Handler..................CONNIE RUSGEN

Animal Wranglers....................ASHLEY BELL

.......................................JOSEPH NICHOLLS

Transportation Coordinator....SYLVIA NABLO

Transportation Captains..........CLIFF BROWN

.............................................BERT PREVOST

Picture Car Coordinator........CURT MARTELL

Technical Advisors – Picture Vehicles.............

............................................MICHAEL CURMI

...........................DR. FERDINAND FRONING

SECOND UNIT

Director of Photography..................................

...................................ROGER VERNON CSC

First Assistant Director......BRENT CROWELL

Second Assistant Director.........IVANA SISKA

Third Assistant Director...MICHAEL COLLINS

First Assistant Camera.......PAUL GUENETTE

Editorial Production Assistant..........................

..............................................LACEY MEDINA

Dialogue Editor.......................ROBERT TROY

ADR Editors..............ROBERT FITZGERALD

.................................BRUCE STUBBLEFIELD

ADR Mixers.......................RON BEDROSIAN

..........WELDON BROWN, JEFF GOMILLION

.......................................BOBBY JOHANSON

...............CHARLEEN RICHARDS-STEEVES

...............................................GREG STEELE

ADR Recordists.................JULIO CARMONA

.........................KRISSOPHER CHEVANNES

.........DARYL LATHROP, DAVID LUCARELLI

.......PHILLIP ROGERS, GREG ZIMMERMAN

Sound Effects Editors....KEITH BILDERBECK

.......................................CHARLES MAYNES

First Assistant Sound Editor.....BRAD SOKOL

Apprentice Sound Editor....DEVIN JOHNSON

Voice Casting..................CAITLIN McKENNA

.................................................SANDY HOLT

Dubbing Recordist................BILL MEADOWS

ADR Recorded at.......................SOUND ONE

.........................................Todd AO STUDIOS

........TWENTIETH CENTURY FOX STUDIOS

.....................UNIVERSAL STUDIOS SOUND

Foley Supervisor..................MIGUEL RIVERA

Foley Editors...........................JOHN MORRIS

........................................ANGELO PALLAZO

Foley Artists...................ALICIA STEVENSON

...............................................DAWN FINTOR

Foley Mixer.................DAVID BETANCOURT

Foley Recorded at...........................................

........TWENTIETH CENTURY FOX STUDIOS

Re-Recording Services Provided by................

.....................UNIVERSAL STUDIOS SOUND

Supervising Music Editors................................

...............................MIKE FLICKER, M.P.S.E.

..................................J.J. GEORGE, M.P.S.E.

Music Editors................BRYON RICKERSON

......................STEVEN SALTZMAN, M.P.S.E.

Score Supervisor............AUDREY deROCHE

Score Mixer.....................STEVE KEMPSTER

Orchestral Contractors.....DEBBI DATZ-PYLE

...............................................GINA ZIMMITTI

Orchestra Conducted byGEORGE S. CLINTON

Orchestrations by..............SUZIE KATAYAMA

........................................RICK GIOVINAZZO

Digital Recordists................VINCENT CIRILLI

.....................................KEVIN GLOBERMAN

Music Preparation............................................

.............NOTETHATSCORE PRODUCTIONS

Score Recorded at...........Todd AO SCORING

Score Mixed at.....SIGNET SOUND STUDIOS

Music Clearance & Legal Provided by.............

..................................CHRISTINE BERGREN

Digital Intermediate by.....................................

.TECHNICOLOR DIGITAL INTERMEDIATES

Digital Film Colorist...........SCOTT GREGORY

Digital Intermediate Producers.........................

................DEVIN STERLING, CARL MOORE

Digital Conform.............EVERETTE WEBBER

HD Preview On-Line and Color by..................

...................................................JEFF JAMES

HD Preview Services Provided by...................

..............................................ORBIT DIGITAL

Preview Projection Engineer.....LEE TUCKER

Titles Designed by.......NINA SAXON DESIGN

Negative Cutter.....................GARY BURRITT

Lab Color Timer.........................JIM PASSON

Opticals by....PACIFIC TITLE & ART STUDIO

Scorpio Heads Provided by.............................

.......................ALL AXIS REMOTE SYSTEMS

Technocranes Provided by..............................

..................TELESCOPIC CAMERA CRANES

Chapman Camera Cranes & Dollies

Provided by .....................WILLIAM F. WHITE

................INTERNATIONAL, INC. – CANADA

Visual Effects Supervisor................................

.......................................RAY McINTYRE, JR.

Visual Effects ProducerTHOMAS F. FORD IV

Visual Effects by

PIXEL MAGIC

......................RAY SCALICE, KEVIN KIPPER

.......DAVID BEHARK, GREG GROENEKAMP

..........KEVIN FISHER, PATRICK FLANAGAN

..........................REID PAUL, VIC DiMICHINA

........GEORDIE SPRADLING, NEAL SOPATA

...............SARAH GROSSMAN, BRIAN LAMB

............BONNIE KANNER, JAMES GORMAN

...BEVERLY BERNACKI, JOHN McCONNELL

........ANDREW ROMINE, FRANKLIN COFOD

Model Build & Miniature Photography by.........

............................NEW DEAL STUDIOS, INC.

Model Unit Supervisor.....................................

..................................MATTHEW GRATZNER

Model Unit Producer............DAVID SANGER

Model Workshop Supervisor...JON WARREN

Model Director of Photography........................

....................................TIMOTHY E. ANGULO

SONGS

ROCKIN’ AROUND THE CHRISTMAS

TREE

Written by Johnny Marks

Performed by Brenda Lee

Courtesy of Geffen Records

Under license from Universal Music

Enterprises

JOY TO THE WORLD

Traditional

Performed by the Mormon Tabernacle

Choir

Courtesy of Sony BMG Masterworks

By arrangement with SONY BMG MUSIC

ENTERTAINMENT

THE HOLLY AND THE IVY

Traditional

Performed by Matthew Broderick

DANCE OF THE SUGAR PLUM FAIRY

Public Domain

Arranged by Kidd Flipp

Courtesy of 5 Alarm Music

BRIGHTER LIGHTS

Written by Terence Yoshiaki, Mike

Fratantuno,

Brian Lapin and Josef Lord

Performed by Transcenders featuring J7 D

Star

RUN RUDOLPH RUN

Written by Johnny Marks and Marvin

Broche

Performed by Mark “Doc” Dauer

JINGLE BELLS

Traditional

Arranged by Milt Rogers

Performed by The Lennon Sisters

Courtesy of Ranwood Records, A Welk

Music

Group Company

UP ON THE HOUSETOP

Traditional

Arranged and Performed by George S.

Clinton

GRANDMA GOT RUN OVER BY A

REINDEER

Written by Randy Brooks

Performed by Dr. Elmo

Courtesy of Laughing Stock Records

DECK THE HALLS

Traditional

Arranged and Performed by Gary Hoey

Courtesy of Surfdog Records

DANCE OF THE SUGAR PLUM FAIRY

(from the Nutcracker Suite Op. 71a)

Public Domain

Written by Pytor I. Tchaikovsky

Performed by the Langley Ukulele

Ensemble

FROSTY THE SNOWMAN

Written by Steve Nelson and Jack Rollins

Performed by Alvin And The Chipmunks

Courtesy of Capitol Records

Under license from EMI Film & Television

Music

SANTA BABY

Written by Joan Javits, Phillip Springer and

Tony Springer

Performed by Transcenders featuring Terry

Dexter

STAR SPANGLED BANNER

Public Domain

Written by F. S. Key

Arranged by John Cacavas

Courtesy of 5 Alarm Music

SILENT NIGHT

Traditional

Arranged by Jeff Cardoni

Performed by Jeff Cardoni featuring Diane

Gordon

HAVE YOURSELF A MERRY LITTLE

CHRISTMAS

Composed by Ralph Blane and Hugh

Martin

Courtesy of Warner Bros.

SING OUT, SHOUT WITH JOY

Written by Bernd Göke

Performed by Joy

Courtesy of 4AD Music

O HOLY NIGHT

Traditional

Performed by Kristin Chenoweth and Cast

Kristin Chenoweth appears courtesy of

Sony BMG

Masterworks

JOY TO THE WORLD

Traditional

Arranged by John Andrew Schreiner

Performed by Aretha Franklin

Courtesy of Arista Records, Inc.

By arrangement with SONY BMG MUSIC

ENTERTAINMENT

SOUNDTRACK AVAILABLE ON

LAKESHORE RECORDS

THE PRODUCERS WISH TO THANK THE

FOLLOWING FOR THEIR ASSISTANCE:

CITY OF SURREY

RESIDENTS AND BUSINESSES OF

CLOVERDALE

RESIDENTS OF OCEAN PARK

DEPARTMENT 56

TM/© 2006 Marilyn Monroe, LLC by CMG

Worldwide Inc.

“MEET ME IN ST. LOUIS” licensed by

Turner Entertainment Co.

Footage from “MIRACLE ON 34TH

STREET” (1947) courtesy of Twentieth

Century Fox. All rights reserved.

“Fox” is the trademark of Twentieth Century

Fox Film Corporation and is used with

permission of

Twentieth Century Fox Film Corporation.

Color by TECHNICOLOR

Prints by DELUXE®

LENSES AND CAMERAS

BY CLAIRMONT® AND MOVIECAM

FUJI

FILM STOCK

DOLBY STEREO (logo)

In Selected Theatres

DTS (logo)

American Humane Association monitored

the animal action. No animal was harmed

in the making of

this film. (AHA 01165) (logo)

Approved No. 42974 (MPAA Globe)

MOTION PICTURE ASSOCIATION OF

AMERICA

IATSE "Bug"

Copyright © 2006 by Regency

Entertainment (USA), Inc. in the U.S.

Copyright © 2006 by Monarchy Enterprises

S.a.r.l. in the rest of the world.

All Rights Reserved.

Regency Entertainment (USA), Inc. and

Monarchy Enterprises S.a.r.l. are the

authors of this motion

picture for purposes of copyright and other

laws.

REGENCY and Regency’s “R” logo are

registered trademarks of Monarchy

Enterprises S.a.r.l.

The events, characters and firms depicted

in this photoplay are fictitious. Any

similarity to actual persons, living or dead,

or to actual events or firms is purely

coincidental.

Ownership of this motion picture is

protected by copyright and other applicable

laws, and any unauthorized duplication,

distribution or exhibition of this motion

picture could result in criminal

prosecution as well as civil liability.