Production Notes http://www.mycityscreams.com/ For additional publicity materials and artwork, please visit: www.lionsgatepublicity.com Rating: PG-13 (for intense sequences of stylized violence and action, some sexual content and brief nudity) Runtime: 108 mins. For more information, please contact: Kate Hubin Lionsgate 2700 Colorado Blvd. Suite 200 Santa Monica, CA 90404 T: 310-255-4064 E: khubin@lionsgate.com Todd Nickels Lionsgate 75 Rockefeller Plaza 16th floor New York, NY 10019 T: 212-386-6895 E: tnickels@lionsgate.com THE CAST The Spirit……………………………………………………………...GABRIEL MACHT Sand Saref…………………………………………………………………EVA MENDES Ellen…………………………………………………………………..SARAH PAULSON Dolan……………………………………………………………………….DAN LAURIA Plaster of Paris…………………………………………………………………PAZ VEGA Mahmoud………………………………………………………………..ERIC BALFOUR Lorelei……………………….………………………………………………JAIME KING with Silken Floss…………………………………………………...SCARLETT JOHANSSON and The Octopus……………………………………………………...SAMUEL L. JACKSON Pathos, etc………………………………………………………........LOUIS LOMBARDI Morgenstern……………………………………………………………….STANA KATIC Donenfeld…………………………………………………………RICHARD PORTNOW Young Spirit………………………………………………………...JOHNNY SIMMONS THE FILMMAKERS Written for the screen and directed by……….........................................FRANK MILLER Based on the comic book series created by..………………………………WILL EISNER Produced by……………………………………………………..DEBORAH DEL PRETE GIGI PRITZKER MICHAEL E. USLAN Director of Photography…………………..…………………………....BILL POPE, ASC Art Director……………………………………............................ROSARIO PROVENZA Editor….………………………………………………………..GREGORY NUSSBAUM Costume Designer……………………………………………......MICHAEL DENNISON Music by…...………………………………………………………….DAVID NEWMAN Senior Visual Effects Supervisor……………………………………..STU MASCHWITZ Senior Visual Effects Producer……………………………………….NANCY ST. JOHN Executive Producers…………………………………………….BENJAMIN MELNIKER STEVEN MAIER WILLIAM LISCHAK Executive Producers……………….………………………………….MICHAEL BURNS MICHAEL PASEORNEK Co-Producers……………………………………………………..LINDA MCDONOUGH F.J. DESANTO Co-Executive Producer…………………………………………………..JEFF ANDRICK Line Producer………………………………………………………...ALTON WALPOLE Casting by...………………………………………………………...TRICIA WOOD, CSA JENNIFER SMITH, CSA DEBROAH AQUILA, CSA -1- SYNOPSIS Frank Miller, the visionary creator of SIN CITY and 300, takes the comic book movie to dazzling new heights with his solo directorial debut THE SPIRIT. Adapted from the seminal series by the great Will Eisner, THE SPIRIT fuses masterful storytelling with brilliant CGI graphics to sweep us into a stylized world of adventure, danger and romance. Miller set out with a baseline goal of creating a PG-13 film of Eisner’s masterpiece, enabling himself to explore new ways of spinning a tale. In so doing, he reveals another side of Frank Miller, the filmmaker. THE SPIRIT is the story of Denny Colt, a murdered cop who is mysteriously reborn as the masked crime fighter called the Spirit. Determined to keep his beloved Central City safe, the Spirit pursues Central City’s villains from the shadows and seeks to remove to the worst of them all: the psychotic megalomaniac known as the Octopus. Yet as busy as his ongoing mission keeps him, the dashing crusader always manages to make time for beautiful women, though he never quite knows if they want to seduce, love or kill him. But there is one lady who will never betray him, and to whom he will always be true: Central City, the proud old metropolis where he was born – twice. In bringing this comic book classic to the screen, Miller has recruited a dynamic cast of major stars and up-and-comers. As the titular hero, Gabriel Macht turns in a starmaking performance that harkens back to the golden era of Hollywood leading men. He is joined by Samuel L. Jackson as the fiendish Octopus; Scarlett Johansson as the Octopus’ sidekick, the brilliant, frosty Silken Floss; Eva Mendes as seductive jewel thief Sand Saref; Sarah Paulson as the Spirit’s stalwart sweetheart, Dr. Ellen Dolan; Jaime King as Lorelei, a bewitching underwater phantom; Paz Vega as the mad, knife-wielding dancer Plaster of Paris; Dan Lauria as the hard-boiled Commissioner Dolan; Stana Katic as Morgenstern, an enthusiastic young cop; and Louis Lombardi in multiple roles as the Octopus’ cloned brotherhood of henchmen. The film’s behind-the-scenes artisans include acclaimed director of photography Bill Pope, ASC (SPIDERMAN 2 and 3, the MATRIX trilogy, BOUND) and senior visual effects supervisor Stu Maschwitz (FANTASTIC FOUR: RISE OF THE SILVER SURFER, SIN CITY). -2- **** It’s a moonlit night in Central City, and a call comes in to the Spirit (Gabriel Macht). Some sort of shady deal is about to go down at the mudflats near the waterfront, involving an old, sunken cargo ship and the city’s most terrifying criminal, the Octopus (Samuel L. Jackson). The Spirit leaps into action, but the Octopus is only too happy to battle him until both men are several steps beyond punch-drunk. Meanwhile, the Octopus’ ice-cold accomplice, Silken Floss (Scarlett Johansson), is headed back to their underground headquarters with one of two mysterious treasures looted from the bottom of the sea. As the smoke clears, one cop is dead and another is barely clinging to life. The Spirit should be dead too: he’s been shot, knifed and kicked to kingdom come several times over. And while his steady sweetheart, top surgeon Ellen Dolan (Sarah Paulson) is there to stitch him back together, the Spirit knows he’ll heal up just fine, and fast. What he doesn’t know is why. However, there’s no time to ponder that riddle. As long as the Octopus is still at large, no one in Central City is safe. What’s more, the Octopus wasn’t the only person at the mudflats. There was a woman there, too, and all signs point to the same unlikely candidate: the alluring international jewel thief Sand Saref (Eva Mendes). Sand Saref. The name alone can make the Spirit’s heart skip a beat: a man’s first love will do that to him. But that was long ago, back when Sand Saref and Denny Colt were just neighborhood kids. Before a tragedy came between them, and sent them on radically different paths in their lives. Sand had vowed never to return to Central City. Could the woman at the mudflats really have been her? And could the ‘girl next door’ that Denny knew really have become a woman capable of murder? As another dead body turns up, the Spirit intensifies his search for his lost love. Meanwhile, the Octopus, Silken and their infinitesimal band of merry, identical henchmen (Louis Lombardi) are also on the hunt for the jewel thief, seeking an exchange of the treasures that brought them to the mudflats in the first place. -3- Once that exchange happens, the Octopus will be able to realize his master plan to control all of Central City. Only one man, the Spirit, can possibly stop him. But the Octopus knows more about our hero than he knows himself -- including not only the cause of his seeming immortality, but the cure for it. Lionsgate and Odd Lot Entertainment present an Old Lot Entertainment/Lionsgate production of THE SPIRIT. Written for the screen and directed by Frank Miller. Based on the comic book series “The Spirit” created by Will Eisner. Produced by Deborah Del Prete, Gigi Pritzker and Michael E. Uslan. Director of Photography Bill Pope, ASC. Art Director Rosario Provenza. Editor Gregory Nussbaum. Costume designer Michael Dennison. Senior Visual Effects Supervisor Stu Maschwitz. Original music by David Newman. Executive produced by Benjamin Melniker, Steven Maier, William Lischak, Michael Paseornek and Michael Burns. Co-Producers Linda McDonough and F.J. DeSanto. Co-Executive Producer Jeff Andrick. Line Producer Alton Walpole. Casting by Tricia Wood, C.S.A., Jennifer Smith, C.S.A., and Deborah Aquila, C.S.A. Starring Gabriel Macht, Eva Mendes, Sarah Paulson, Dan Lauria, Paz Vega, Jaime King, with Scarlett Johansson and Samuel L. Jackson as "The Octopus." -4- ABOUT THE PRODUCTION THE SPIRIT brings together two visionaries in the art of graphic storytelling: Frank Miller, the creator of such edgy contemporary classics as “Sin City,” “300,” and “The Dark Knight Returns”; and Will Eisner, a pioneer of the modern American comic book. Eisner broke the comic book mold when he introduced “The Spirit” in 1940; now Miller achieves a similar feat with THE SPIRIT, a comic book movie that looks like no other before it. Miller cites Eisner as one of his greatest and earliest inspirations. “I first encountered Will Eisner’s comics when I was 13 years old, and I thought he was the hot new guy,” Miller reports. “The work was about 40 years old but it looked fresher and newer than anything I’d seen before.” Eisner was barely into his 20s and already at the forefront of the new comic book movement when he created “The Spirit” as a weekly, stand-alone newspaper insert. The series not only accelerated the comic’s artistic evolution from the three and four-panel strips of the “funny pages,” it became the incubator for a host of formal and narrative innovations. While invincible costumed crusaders like Batman and Superman were making waves, Eisner created a masked hero in a suit, tie, gloves and fedora, with no superhuman powers to his credit. He was neither millionaire nor alien, just a onetime cop named Denny Colt widely believed to be dead. The Spirit was very much an adult character, with a wry sense of humor, an eye for the ladies, and an unswerving devotion to Central City, the gritty urban melting pot he called home. And Eisner chronicled his adventures with a cinematic sense of style, in illustrations that evoked the stark compositions and unusual spatial perspectives of works like CITIZEN KANE. Miller had begun working in comic books when he met Eisner for the first time, at a party in New York City. “I was writing and drawing one of my first issues of ‘Daredevil’ for Marvel Comics,” he recalls. “Eisner took a look at the opening page and immediately told me what was wrong with it. We started arguing about the use of the caption on it, and that began a debate that ran for 25 years about how to make comics and how they work. We had a very fiery, healthy relationship and a very dear friendship. I learned a lot from him.” -5- KEEPING TRUE TO “THE SPIRIT” Producers Deborah Del Prete and Michael E. Uslan are both lifelong comics enthusiasts. In 1992, Uslan, who helped usher in the modern era of adult-themed comic movies when he produced Tim Burton’s BATMAN (1989), acquired the rights to THE SPIRIT from Eisner. In making the deal with Eisner, Uslan recalls that he made a simple, sincere promise: “I swore to Will that nobody would touch THE SPIRIT -- not a company, not a person -- unless they were willing to respect the property and do it the right way.” Almost a decade later, actor Dan Lauria introduced Uslan to Del Prete and her producing partner Gigi Pritzker. Del Prete was intrigued when she learned of Uslan’s background in comic book properties. “I said to Michael, ‘Look, I’ve always wanted to make a comic book movie,’” Del Prete recalled. “‘We’re independent filmmakers. We can develop things on our own. I’ve been looking for that kind of movie.’” Uslan did not see the Odd Lot folks for a long time after. When he was still frustrated in his “Spirit” quest, he went to meet with Del Prete in 2004, determined to make his “Spirit” pitch. “We had a lovely conversation and then she said, ‘You finally brought me something! What did you bring me?’,” he remembers. “I said, ‘Deb, I’m bringing you the greatest creative work to ever come out of the comic book industry in the last 70 years.’ She looked at me and said, ‘Don’t tell me you have the rights to ‘The Spirit?’ And I looked up into the sky and I said, ‘Mama, I’m home!’ She was the first person who knew about ‘The Spirit!’ It was a magic moment.” Comments Del Prete, “Comic books are how I learned to tell a story in pictures. I’ve always wanted to make a comic book movie, but not just any one. I’ve always thought ‘The Spirit’ was a brilliant creation, and so I was very excited to produce this movie.” Frank Miller was on Odd Lot’s A-list as a potential writer for a ‘Spirit’ movie. In many ways, Miller was an inheritor of Eisner’s mantle and Del Prete and Pritzker were determined to seek him out. When Eisner died in January 2005 at the age of 87, they asked Uslan, who would be attending the memorial in New York City along with Miller, to approach him about writing and directing THE SPIRIT. At first, Miller demurred – -6- how could he touch the work of the master, his friend and mentor? Miller walked away, but he soon called back with the words THE SPIRIT production wanted to hear: “I can’t let anyone else touch it.” Miller’s commitment added an even greater sense of occasion to THE SPIRIT. As Del Prete explains it, “You have Will Eisner, literally one of the creators of comics. Then you have the man who is the absolute leading icon of comics today, Frank Miller – who was Will’s protégé, peer, friend and battle-partner. That’s a coup.” ABOUT THE SCREENPLAY Miller surrounded himself with panels of Eisner’s artwork as he set to work on the script. “I originally thought in terms of a novelist, a Raymond Chandler, and I was going to do that kind of narrative,” says the writer/director. “But I discovered that Chandler was the completely wrong reference, that Eisner was much more of an O. Henry. He told a series of little short stories, many of which were quite beautiful. I decided to pick my favorite, a two-parter about Sand Saref, and expand from that.” Sexy international jewel thief Sand Saref is one of the many lovely ladies Eisner created in “The Spirit.” Among the other seductresses and sweethearts who found their way into Miller’s narrative are Ellen Dolan, daughter of Central City’s police commissioner, the exotic chanteuse Plaster of Paris, the icy genius Silken Floss and the underwater angel of death Lorelei. “What I wanted to capture in THE SPIRIT was implicit in Eisner’s work,” explains Miller. “The Spirit himself was a bit of a cad. While he had Ellen Dolan as his sweetheart, he had such an eye for the ladies. But the true love of his life is Central City, and she’s always there to be his real soul-mate.” The Spirit puts himself on the line for his city, and Eisner often subjected his hero to all manner of physical injuries at the hands of his foes. The Spirit’s ability to take a punch – and then some – became a central theme of Miller’s plot. “The Spirit knows that he is a cop who was shot dead and mysteriously came back to life and he has no idea how,” Miller states. “He’s not a superhero. He can’t fly, he can’t throw cars around. But he has this one extraordinary quality: he can take ridiculous amounts of punishment, and heal faster than anybody. So in the midst of this romantic adventure, he’s on an existential journey to find out what he really is.” -7- The answer to that question, Miller decided, lay with the Octopus, one of Eisner’s iconic villains. In the original series, the Octopus was represented solely by a pair of white gloves. Miller decided to show the character in his entirety, reinventing him as a resentful Central City coroner who finances his twisted genetic experiments through a lucrative drug trade. In grand comic book style, the Octopus is the Spirit’s polar opposite. “As the Spirit brings order to the world, the Octopus brings chaos. As the Spirit seeks to help people, the Octopus seeks to enslave them,” Miller affirms, adding, “He’s also categorically nuts.” Eisner always wrote his hero to be contemporary, and Miller followed that example in writing THE SPIRIT. However, Miller added his own twist to the notion of “contemporary,” fashioning a story that mixes design elements from several different eras. Thus, THE SPIRIT unfolds against a landscape where women are dressed to the nines, men wear suits and hats, and taxicabs are elegant sedans from the 50s. It’s also a world of cell phones, flak jackets and cloning. The film’s adventures have a level of grittiness and violence that says 21st Century, rather than 1940s. Meanwhile, the irreverent humor that was an intrinsic part of Eisner’s universe is fully accounted for, and seasoned with Miller’s characteristic mordancy. Producer Del Prete was a key collaborator during the months Miller spent shaping and refining the screenplay. “The tone of the script is what I think the tone of the comics was. It’s an adventure, it’s a romance, but there’s a lot of humor in it as well,” she says. “We were always very careful to respect the elements of ‘The Spirit’ that are Eisner traditions. That said, he is Frank Miller and he brings his own specific point of view.” Pritzker, a newcomer to the world of comic books, served as a proxy for the general moviegoer with no prior knowledge of “The Spirit,” Will Eisner or Frank Miller. “It was important that THE SPIRIT be accessible to people who weren’t necessarily insiders to the comic book world,” Pritzker states. “And I think it is. It’s got great inside jokes for those who are really familiar -- but for those of us who aren’t, it’s a fantastic story, and very funny.” -8- CAST AND CHARACTERS While many comic book movies feature a major star in the hero’s role, the makers of THE SPIRIT felt a different approach was warranted and sought a lesser-known actor. As Del Prete puts it, “We wanted the Spirit to be simply the Spirit to the public.” Gabriel Macht’s deep, rumbling voice and wry, understated delivery immediately caught the filmmakers’ attention when he came in to read. “Hollywood has tons of brilliant male actors, but Gabriel brought forth a Chandler-esque humor and a physical presence, a manliness, that’s largely absent on screen today,” comments Miller. “He makes a great Spirit in the film noir tradition.” As he took on the challenge of the Spirit, Macht immersed himself in Eisner’s drawings. Explains the actor, “By studying Eisner’s comics I was able to absorb his physicality, the way he moves his head, the way he looks at someone, the way he wears his hat or moves his shoulders – some of the things that really defined the Spirit to me.” He appreciated the Spirit’s human imperfections. “The Spirit can do things that other cops can’t do and his physical strength is quite amazing. On the flip side, he’s a clumsy guy and the way that Eisner drew him, he’s tripping over stuff all the time. That’s part of what makes him charming.” The prospect of working with Miller attracted an impressive roster of actors, including Samuel L. Jackson, who portrays the Spirit’s archenemy the Octopus. As soon as Miller decided to change the Octopus from a pair of gloves to a flesh-and-blood antagonist, his thoughts turned to the celebrated star. “I had to look for the best conceivable villain around, and there was Sam. He was my first and only choice for the part.” Jackson, an ardent comic book fan, needed no convincing. “I’ve been a Frank Miller geek for a very long time, from ‘The Dark Knight’ and the ‘Sin City’ series through ‘300,’ and everything else,” Jackson declares. “The fact that Frank wanted me to be the Octopus is a source of pride for me.” With Jackson on board, the Octopus took on nearly operatic dimensions as a villain who revels in his role and enthusiastically dresses the part. He’s a character who inspires laughs as well as chills, making him a perfect fit for THE SPIRIT universe. As Jackson notes, “Will Eisner had a great sense of humor, and this film had to maintain that -9- element of comedy. So, the Octopus is a bit theatrical; he puts on costumes and changes guises according to his whim. He is a very smart individual -- or, as he refers to himself, a criminal mastermind.” Changing costumes in tandem with the Octopus is his cold-hearted aide-de-camp and protégée Silken Floss, portrayed by Scarlett Johansson. Miller re-wrote the character as a younger version of Eisner’s original, after meeting with Johansson to discuss an entirely different role. “I walked away thinking, ‘She’s wrong for that part, she’s too young. But I’ve got to write something for her.’ I was so impressed by the woman and how smart she was, how funny and acerbic,” he says. “Eisner’s character was a sexually repressed astrophysicist who was very proper and very much in love with the Spirit. I decided to do a counterpoint and give Silken a misspent youth.” Johansson was delighted by her unflappable character, who she describes as “very, very smart and easily bored. Silken’s there for the ride, helping this crazy guy with his drug trade and wearing cool clothes. None of it is real for her. Part of that is probably because she’s dipping into her drug supply all the time. It’s a strange phase in her life and who knows what will happen next?” Eva Mendes was cast as the pivotal character of Sand Saref, the only woman capable of breaking the Spirit’s heart. Miller found in Mendes an actress “as haunting and as gorgeous as the original brush illustrations.” Sand has married well and often; she is breathtakingly sexy and seemingly cold as ice. But beneath the tough demeanor is a wounded soul haunted by losing her father at an early age. “Sand Saref is really just a broken little girl,” comments Mendes. “She’s decided the only things she can count on are really expensive jewels. She loves shiny things, as she calls them.” The Spirit also has a complex relationship with Ellen Dolan, the daughter of Central City’s police commissioner and the onetime fiancée of Denny Colt. “Ellen’s very sharp,” says Miller. “In a bit of a digression from the comic, I made her a surgeon – the woman who literally puts Spirit back together physically.” Ellen is portrayed by Sarah Paulson, the gifted actress who won acclaim for her role in Aaron Sorkin’s “Studio 60 on the Sunset Strip.” The actress found a vein of melancholy in her driven, self-possessed character. “I think Ellen tries to distract herself - 10 - from the sadness she has over losing the fiancé she loved so much,” she comments. “Like her father, she buries herself in her work. And she becomes obsessed with tending to and taking care of the Spirit, making sure that he is well and healed.” Miller tailored the role of Lorelei for Jaime King, who portrayed Goldie in SIN CITY. The actress was thrilled to be reunited with the writer/director, who has become a close friend. “Frank is so highly creative, and this script was unlike anything I've ever read before,” comments King. “It was a sexy film noir, but also all these other things – romantic, sinister, fun and edgy. And I was very excited to play this mystery woman, who is really an angel of death beckoning to the Spirit throughout the entire film.” The role of Plaster of Paris went to award-winning Spanish actress Paz Vega, who made her American debut in SPANGLISH and is known for her sensual turns in films such as SEX AND LUCIA. “Plaster of Paris is one of Eisner's strangest creations,” Miller allows. “As played by Paz Vega, she is a very sexy fever dream of a woman. But definitely a very dangerous one.” Vega was more than happy to cross the Atlantic to perform her relatively brief role. “I love comics, and to work with Frank Miller was a dream come true,” she enthuses. Vega acknowledges that the Spirit has plenty to fear from Paris, particularly in light of their prior history. “I think they had a very torrid relationship and that she’s still in love with him. Paris is a very strange woman, and you never know what to expect from her.” Miller invented the character of Morgenstern, the rookie cop who is dazzled by the Spirit but also eager to prove herself. Stana Katic, a rising star who is featured in QUANTUM OF SOLACE, was cast as the young police officer, whose coltish earnestness stands in contrast to the film’s more overtly seductive females. “She’s the only women in the piece who is not really aware of herself as a woman,” Katic comments. “As a law enforcement person, Morgenstern admires the Spirit. Once she meets him -- well, he’s just the cat’s meow and she develops this fantastic crush.” Adding a bracing dose of noir-esque gruffness is Dan Lauria as Commissioner Dolan, an old-fashioned cop who is the only person who knows that the Spirit is Denny Colt. Lauria’s first reading was all it took to convince Miller he was right for the role. “Dolan is the father that Denny Colt never had, and he has an ongoing, contentious - 11 - relationship with the Spirit. As Dolan, Dan exudes authority, weariness and concern. In some ways, he’s my favorite character because he’s my encapsulation of Will Eisner himself in a bad mood.” A film buff with a home library of some 4,000 titles, Lauria relished the chance to emulate the staccato delivery of the 40s movies he loves. “The actors in those films, particularly in film noir, speak at a very rapid pace. Frank’s dialogue really lends itself to that. So I would just fly through my dialogue, which gave it an edge that I love.” Finally, there is the cloned brotherhood of cheerful henchmen created by the Octopus, who freely dispatches them whenever they fail to meet his expectations – which, given their lack of intelligence, is often. Miller initially imagined the thugs as identical siblings named Logos, Pathos, and Ethos. “The idea started growing on me,” remembers the writer/director. “I thought, ‘Why stop at triplets when you’ve got this guy who’s a genetic master? Why don’t you just have him make a lot of them?’” To play the multiple maniacs – collective known as Phathos -- Miller and Del Prete sought out Louis Lombardi, best known as the cranky Edgar on “24.” As the actor recalls, “Frank and Deborah told me they had a great role for me: ‘It’s a guy who gets killed 50 times.’ I was, like, ‘Really?’ Frank told me all the ways I was going to be killed and I thought, ‘Wow. This is gonna be exciting!’ And when Frank explained to me how he was going to shoot the movie, I couldn’t wait to get to the set and start working.” STAGES AND SCREENS The filmmakers’ plan for THE SPIRIT was indeed ambitious: it called for shooting the entire production using green screen technology and state-of-the art CGI programs to create a hybrid of motion picture and comic book. Miller had first been exposed to advanced digital filming techniques when he co-directed SIN CITY with Robert Rodriguez. “What’s happened with computer technology and with CGI is timed perfectly for someone with my set of skills,” he acknowledges. “I tell stories with pictures. What I love about CGI in film is if I can think it, it can be there. And as much this technology speaks to the future, it also can bring back some values of the past. Not just the comic book values of the strange-looking city and the loud lighting, but also the - 12 - values of classic noir. I wanted THE SPIRIT to have the starker, scarier look of those old movies.” Del Prete carefully selected the top-flight crew that would help Miller realize his vision for THE SPIRIT. Says the producer, “We set out to find people who were very much simpatico with the concepts of the comics Frank had written. We wanted people who knew of Eisner and ‘The Spirit.’ So Frank was surrounded by talented people who really were excited about working with him on this film. Every single team member was somebody who was very special.” That certainly describes Miller’s key technical collaborators: the renowned director of photography Bill Pope, whose credits include SPIDERMAN 2 and 3, THE MATRIX trilogy and BOUND; and senior visual effects supervisor Stu Maschwitz, the founder of the innovative visual effects house the Orphanage, whose stunning work includes IRON MAN, NIGHT AT THE MUSEUM, SUPERMAN RETURNS and HARRY POTTER AND THE GOBLET OF FIRE. Pope jumped at the chance to join Miller for his first solo directorial outing. As he explains, “Frank Miller calls you up and says, ‘You want to do a movie?’ Here’s a man who’s a master in another visual medium. You want to see what he does. What do you do if Julian Schnabel calls you up? You say yes.” Maschwitz also served as the film’s second unit director, and began advising Miller on the film’s visual effects in pre-production. “Frank is abuzz with the energy that you feel in his artwork,” he states. “He’s got a profound vision and it’s amazing to see him work to bring these characters to life that he defines on the page with just a simple pose or gesture.” THE SPIRIT began production in Albuquerque, New Mexico on October 8, 2007 and was the first feature film to be shot at the newly constructed Albuquerque Studios. Stages 7 and 8 were transformed into a huge green screen stage, a black screen stage and a stunt stage that could change from green to black. The ambitious 48-day schedule involved over a hundred actors and stunt players. For the actors and key technical departments, Miller created notebooks of the original Eisner stories that THE SPIRIT would draw upon. And the writer/director began each day by drawing storyboards that enabled actors and crewmembers alike to visualize - 13 - the scenes they would be shooting. Comments Del Prete, “Frank made sure that all the people on this film really understood the original art, as well as his style of art. And he did create a hybrid of the two. There wasn’t a day that went by that we didn’t talk about Will.” Together, Miller, Pope and Maschwitz mapped out an adventurous visual strategy. “We decided to make THE SPIRIT even more stylized, more in line with Frank’s drawings than even Rodriguez did,” Pope explains. “Stu and I were acolytes, in the sense that we understood Frank Miller and his sensibility. Our job was to translate what was in his brain, what was in his drawings, into a technical world. Frank’s not a technician. What he is fantastic with, is finding that moment, that emotional beat at the core of every scene.” A spirit of creativity and playfulness pervaded the set, on both sides of the camera. For Miller, that attitude was essential for a proper adaptation of Eisner’s work. “Will was always an adventurer in his work,” he explains. “What I wanted to do in this movie was get back in touch with that sense of experimentation that he brought to ‘The Spirit,’ that defined ‘The Spirit.’ The entire cast and crew – we were all willing to try things.” Sam Jackson agrees, noting that Miller was receptive to the actors’ ideas about everything from line readings to facial hair. Once Jackson saw the completed costumes and the minimal or nonexistent sets, he realized he could go even farther with the largerthan-life character he was creating. “We realized we could kick the Octopus into another space with wigs and eye makeup and all kinds of elaborate things on my face. We had a great time thinking about the character, and I think that helped us create a really fun, memorable villain.” Miller was thrilled with his cast. “I’ve got a history of sitting at a drawing board, coming up with stories and pictures and making up my own actors. So probably the biggest surprise is that I love actors, and love working with them. Everyone in the cast was superb. Really, I think the actor creates the character. The director just helps them along.” THE SPIRIT called for vibrant and smartly delineated wardrobe design for all the characters. It was a challenge that costume designer Michael Dennison embraced as he - 14 - devised stylized garments that would reflect personality, history and changes in mood. For Jackson’s Octopus, he created a series of outfits to complement the fiend’s adoration of iconic evil, from the archetypal Western bad guy to a murderous samurai and even a Nazi. And there were gorgeous and varied garments for the film’s splendid women: gowns, suits, dresses and more that nodded to the feminine silhouettes of the mid-20th Century while maintaining a modern feel. In contrast, the Spirit’s wardrobe called for simple, statement-making pieces. Dennison made a few subtle alterations to the Spirit’s attire to bring the character into the present day. “The original Spirit wore a suit,” Dennison notes. “We pared his costume down to just a shirt, tie, trousers, belt, sneakers, plus an incredible trench coat and a fedora. The trench coat was lovingly referred to as the cape, because it floated, it flew, it concealed, it wrapped. The scarlet tie was part of Frank’s vision. It’s a graphic image that becomes the character’s signature.” Some of the boldest innovations in THE SPIRIT involved the film’s extended underwater sequences, including scenes of Mendes’ and Jackson’s characters pursuing their loot beneath the mudflats of Central City. The filmmakers wanted to achieve an effect possible only in comics, with Mendes’ Sand Saref looking as breathtaking underwater as she does on land. To achieve this, Pope filmed the scenes using specially designed lighting and a Phantom camera, a high-speed digital model generally reserved for scientific applications. Mendes was suspended in a harness, and not a drop of water was required. Says Del Prete, “We got what we asked for: totally believably underwater. And Eva looks like a goddess -- her makeup and hair absolutely perfect -- because she’s not actually underwater. Just like in the comics!” THE SPIRIT was conceived as a contemporary noir, with color playing a highly targeted, powerful role. The color palette was established in production, via lighting, costume design, art direction and other cues, and carried through in post-production. “We never felt that the film should be pure black and white; we wanted to see skin tone and flesh,” says Pope. “So we worked our way to just an understanding of what the thematic colors were. For example, when Frank wrote the scene of Young Spirit and Young Sand on the porch, I knew that they were opening a locket. The locket could be - 15 - gold, the memory could be a golden memory. And Sand is materialistic. So gold became her color.” Once production wrapped, the center of activity moved to the Orphanage’s Northern California headquarters, where Maschwitz supervised a visual effects team of some 200 people at 10 facilities around the world, including Australia, Los Angeles and Canada. For Maschwitz and his colleagues, the task at hand was nearly the reverse of standard visual effects work. “Most often, our job is to take a shot that is complete except for one small element, and insert that element into the shot,” Maschwitz explains. “With THE SPIRIT, we have one small very important element, which is the performance, and we’re filling in the entire background.” Meanwhile, in Los Angeles, editor Greg Nussbaum joined the post-production team. Nussbaum came to the film after being recommended by Stu Maschwitz, with whom he’d worked on commercials and music videos. “The difficulty with this type of film is that your editor only has actors on green screen to cut. They really have to have a lot of imagination to understand what they are doing. Deborah wanted someone who would really understand Frank’s style like the rest of the team. Greg had been an editor for the pre-viz period of THE SPIRIT and I knew he was very talented and would be a good match,” recalls Stu Maschwitz. Del Prete gave the first few weeks’ footage to Nussbaum as a test to see what he would make of it. She and Miller loved the results and brought him aboard. Post is one of the most important parts of the process – especially in a film like THE SPIRIT and while they had Maschwitz and The Orphanage making sure every visual was perfect, Miller and Del Prete also had to make sure the sound and music was up to the standards of the picture. They spent a lot of time listening to scores and meeting with composers. Producer Del Prete recalls, “We were very fortunate to have a wealth of choices. After seeing samples of the footage literally everyone we wanted to meet with was very excited about taking on the film. The hardest part was having to say no to so many really great music makers. After consideration, the highly accomplished multiple Academy Award® nominee David Newman (ANASTASIA, ICE AGE, THE PHANTOM) joined the team. Frank wanted elements of the ‘40s jazz sound married - 16 - with iconic heroic music and even a touch of the spaghetti western. David was able to bring it all home for us.” It was in post-production that Maschwitz worked with Miller to bring to life a critical character in THE SPIRIT: Central City, the Spirit’s greatest love. Eisner based the city on his native Manhattan, which is also Miller’s longtime home. Says Miller, “Stu and his company created the Central City of my dreams, which is Manhattan from around Jane Street up to Houston. That’s because the Spirit is more a neighborhood character than a protector of an entire city. Stu and his team created an evocation of different eras of New York. It is kind like Pompeii on top of Pompeii, on top of Pompeii. It goes as modern as you want and as far back as you want.” Adds Maschwitz, “Central City is the New York that Frank sees when he walks around Manhattan. You pick and choose bits and pieces of a real city so that it has that kind of tangible reality and messiness that a real urban environment does, but then you selectively dis-include the parts of it that don’t fit in with Frank’s and Eisner’s world. What you wind up with is Central City. And the movie really is a love letter to this environment.” It’s also a fond, respectful tip of the hat to Will Eisner, the man who helped create the comics. “I threw myself into this,” says Miller about the huge undertaking to bring THE SPIRIT to the screen. “If it was going to be THE SPIRIT it was going to be as good as I could possibly make it. I hope Will doesn’t rise from the grave and strangle me when he sees it.” Actress Jaime King feels Miller has little cause for worry. “What Will Eisner did with ‘The Spirit’ was very revolutionary; there was really nothing like it at the time. That’s how I feel about what Frank has done with this film.” - 17 - ABOUT THE CAST In 2004, GABRIEL MACHT (The Spirit) received critical acclaim and a breakthrough award for his performance starring opposite John Travolta and Scarlett Johansson in A LOVE SONG FOR BOBBY LONG. He recently wrapped production on the Warner Bros. thriller WHITEOUT, in which he will star alongside Kate Beckinsale. This past year, Macht was seen in Robert De Niro’s THE GOOD SHEPHERD and Universal’s BECAUSE I SAID SO, opposite Mandy Moore and Diane Keaton. Macht starred in the BBC production ARCHANGEL co-starring Daniel Craig. He also appeared in a series of action films including THE RECRUIT with Colin Farrell and Al Pacino, BAD COMPANY with Anthony Hopkins and Chris Rock, and BEHIND ENEMY LINES with Owen Wilson and Gene Hackman. Other film credits include the western AMERICAN OUTLAWS, THE OBJECT OF MY AFFECTION and the highly praised independent film THE ADVENTURES OF SEBASTIAN COLE. Television credits include Steven Spielberg’s “The Others,” “Sex and the City” and “Spin City.” Onstage Macht portrayed Elvis Presley (a.k.a. ‘the visitor’) in Steve Martin’s off Broadway smash hit Picasso at the Lapin Agile. He starred in the Joanne Woodward-directed La Ronde at the Williamstown Theatre Festival and most recently in Turnaround, written and directed by Roger Kumble at the Coast Playhouse. Macht graduated with a Bachelor of Fine Arts from Carnegie Mellon School of Drama. EVA MENDES (Sand Saref) captured the attention of moviegoers in a small, but pivotal role in the critically acclaimed film, TRAINING DAY. Since then, Mendes has proved she is adept in both comedic and dramatic roles. In a very short time, she has had the fortunate and unique opportunity to work with such esteemed directors as Carl Franklin, Robert Rodriguez, Antoine Fuqua, the Farrelly Bros. and John Singleton, therefore earning the reputation as a serious actress who is committed to her craft. Eva starred opposite Will Smith and Kevin James in the Columbia Pictures hit, HITCH. Directed by Andy Tennant (SWEET HOME ALABAMA), the romantic comedy tells the story of a professional matchmaker who is threatened by a female journalist who plans on exposing his dishonest methods. Mendes co-starred in the recent Fox Searchlight release TRUST THE MAN, opposite Julianne Moore, Maggie Gyllenhaal and Billy Crudup, directed by Bart Freundlich and opposite Nicolas Cage in Sony Pictures’ highly-anticipated supernatural action-adventure, GHOST RIDER, based on the Marvel Comic and which broke box office records around the world in it’s opening weekend. She starred in WE OWN THE NIGHT, opposite Joaquin Phoenix, Mark Walberg and Robert Duvall. She has also completed the independent feature, LIVE!, in which she stars and which marks her debut as an executive producer, as well as CLEANER for director Renny Harlin opposite Ed Harris and Samuel L. Jackson. Most recently she starred in the all-star remake of the classic, THE WOMEN. - 18 - Mendes’ first serious role came when she was cast as Denzel Washington’s girlfriend in the box office success TRAINING DAY for director Antoine Fuqua. Her portrayal led to the celebrated director, Carl Franklin, hiring Mendes for the MGM feature OUT OF TIME, once more starring opposite Denzel Washington. In the same year, Mendes appeared in Robert Rodriguez’s film, ONCE UPON A TIME IN MEXICO opposite Johnny Depp. Mendes has also starred in the action blockbuster 2 FAST 2 FURIOUS, the comedy feature film, ALL ABOUT THE BENJAMINS opposite Ice Cube, and the Farrelly Bros. comedy, STUCK ON YOU opposite Matt Damon and Greg Kinnear. Mendes is also an international spokesperson for Revlon Cosmetics. Mendes currently appears in the company of other world-class beauties including Halle Berry, Jessica Alba and Sheryl Crow in Revlon’s print and television advertising campaigns. She is also an active participant and ardent supporter in Revlon’s commitment in the fight against breast cancer. Mendes, who is Cuban-American, was born in Miami and raised in Los Angeles. She began acting in college and went on to study with the respected acting coach Ivana Chubbuck and soon thereafter, made her dreams of becoming a working actress a reality. Golden Globe nominated actress SARAH PAULSON (Ellen) has built an impressive list of credits in film, television and on stage, challenging herself with each new role. In early 2009, Paulson will be seen in Rob Thomas' ABC comedy "Cupid" opposite Bobby Cannavale. Paulson stars as Claire Allen, a psychiatrist who's assigned to keep tabs on Trevor Hale (Cannavale), who believes he's the titular god of love, after he's released from a mental institution. Paulson's Golden Globe nominated role was in Aaron Sorkin's "Studio 60 on the Sunset Strip", where she starred opposite Matthew Perry, Amanda Peet, Bradley Whitford, and Steven Weber. In this NBC dramedy, Paulson played Harriet Hayes, the most gifted cast member of a controversial late-night sketch comedy series, who's also in a complicated relationship with the show's executive producer. Paulson's major television credits also include the lead role on the drama "Leap of Faith," the role of Chief Deputy District Attorney Lisa Patterson in "The D.A.,” "Deadwood," "Path to War" (opposite Alec Baldwin and Donald Sutherland), "Jack and Jill," the television movies “The Long Way Home" (opposite Jack Lemmon) and "Shaughnessy," the series "American Gothic" with Gary Cole, and the two-part special “Cracker.” In addition to television, Paulson is also a veteran of screen and stage. Paulson made her film debut in LEVITATION, an independent project released by Strong Pictures and directed by Scott Goldstein. Her other film credits include Mary Harron’s THE NOTORIOUS BETTIE PAGE, Paramount’s DOWN WITH LOVE (with Renee Zellweger, Ewan McGregor and David Hyde Pierce), WHAT WOMEN WANT (opposite Mel Gibson and Helen Hunt), THE OTHER SISTER, directed by Gary Marshall (starring Diane Keaton and Juliette Lewis), SWIMMERS, directed by Doug Sadler, and DIGGERS, directed by Katherine Dieckmann. On stage, Paulson completed a role starring opposite Alfred Molina and Annette Bening in the critically acclaimed "Cherry Orchard" for the Mark Taper Forum playing Varya. She has appeared on Broadway as Laura Wingfield in the revival of Tennessee Williams' "The Glass - 19 - Menagerie," alongside Jessica Lange as well as Wendy Wasserstein's Tony Award-winning, "The Sisters Rosensweig" at the Barrymore Theatre. Her other stage credits include Tracy Lett's offBroadway production of “Killer Joe” (opposite Scott Glenn and Amanda Plummer) and Horton Foote’s "Talking Pictures" at the Signature Theatre. Paulson currently resides in New York City. DAN LAURIA (Dolan) has appeared as a guest star in over seventy television episodic programs. He has a score of film credits which include STAKEOUT, ANOTHER STAKEOUT, both with Richard Dreyfuss and Emilio Estevez and the commercial blockbuster, INDEPENDENCE DAY and most recently BIG MOMMA TWO with Martin Lawrence. However, Dan is most recognized as the Dad on the highly acclaimed, Emmy Award® winning, ABC-TV, THE WONDER YEARS. Dan is a very similar face to the off-off-off and regional theatre scene, having performed, written or directed over fifty professional productions. Just recently, Dan starred in the Long Wharf theatre production of Willy Holtzman’s controversial play “Hearts.” Prior to that Dan was in the Coconut Grove production of Arthur Miller’s “The Price” with the great Jack Klugman. He performed with the one and only Charles Durning in the Westwood Country Playhouse production of Jason Milligan’s “Men In Suits” and not too long ago Dan toured with his former television co-star Fred Savage in the play “Wendell And Ben,” marking Fred’s professional stage debut. Dan has most recently performed “The Guys” by Ann Nelson, a tribute he was honored to be part of, to the brave firemen who lost their lives at the WTC on 9/11 both in NYC and on the road. This was followed by Mark St. Germaine’s new play “Ears On A Beatle,” Ken Ludwig’s, “Leading Ladies,” Lee Blessing’s “The Winning Streak” and Daniel Sullivan’s Christmas classic comedy, “Inspecting Carol.” For ten years Dan served as the Artistic Director of The Playwright’s Kitchen Ensemble (PKE) of Los Angeles. With partner, Joe Cacaci, PKE produced over 450 public readings of new plays with the finest actors in the business, in order to promote the development of the new American playwright and to seek literary representation for new writers. Born the 2nd of January 1976 in Spain, PAZ VEGA (Plaster of Paris) began her career in the theater and decided to become an actress. She began her drama classes before trying her luck in Madrid. After only a few months in the capitol, she made her debut in television. Her most popular role is that of Laura, a young ingénue in the series "7 Vidas" (1997-2000). She also played Olga in the renowned TV series "Mas Que Amigos" directed by Manuel Rios San Martin. With him, she took her first steps in the movies with the comedy PERDON, PERDON in 1998. She then continued in “Companeros," another TV series directed by Pablo Barrera from 1998-2002. Her first role in 1997 however was in Pedro Olea's "Mas Allas del Jardin". In 1999 she was seen in three films: ZAPPING by Juan Manuel Chumilla, RAISON DE VIVRE (SOBREVIVRÉ) by Alfonso Albacette and JEU DE ROLE (NADIE CONOCE A NADIE) by Mateo Gil which was a huge success starring Edurardo Noreiga, Nathalie Verbeke, Jordi Molla and Pedro Alvarez Osorio. - 20 - In 2000 she acted in EL CHICO EN LA PUERTA and in 2001 LUCIA Y EL SEXO by Julio Medem, marking a decisive turn in her career. Paz won the coveted Goya award for the Best New Actress. She then shot SOLO MIA directed by Javier Balaguer and that same year Pedro Almodovar chose her for a role in HABLA COM ELLA. In 2002, she then did the film EL ALTRO LADO DE LA CAMA by Emilio Martinez Lazaro and then CARMEN by Vicente Aranda. In 2003 she played Isabelle in NOVO by Jean-Pierre Limosin playing with Anna Mouglalis, Eduardo Nogiera and Julie Gayet. In 2004 she rejoined Ornella Muti and Santiago Millan in the film of Juan Calvo DI QUE SI. Her first American film was SPANGLISH, a romantic comedy from James Brooks. Playing alongside Adam Sandler and Téa Leoni, Vega confirmed her talent as an actress as she incarnated the role of a Latin American who moves to Los Angeles with her 12-year-old daughter. The film debuted in 2004, for which Paz did a whirlwind international publicity tour which saw her on the covers of the most prestigious magazines Vogue, Elle, Glamour and Cosmopolitan, etc. In 2005, she acted in "Un Angel en La Oscuridad" the thriller by Raul Garcia. In 2006, she was in 10 ITEMS OR LESS, directed by Brad Silberling (CASPER, LA CITE DES ANGES, MOONLIGHT MILE) with Morgan Freeman. She was also in FADE TO BLACK with Christopher Walken, Diego Luna, Ana Galiena and Dani Houston and in LOS BORGIA, directed by Antonio Hernandez. In 2007, she starred in TERESA, EL CUERPO DE CRISTO by Ray Loriga, a drama based on the mythical life of the Spanish feminist Saint Theresa. She appeared alongside Victoria Abril and Viggo Mortensen. She will be in “The lake farm” of the Taviani Brothers with Alessandro Preziosi, Tcheky Karyo, Angela Molina. ERIC BALFOUR (Mahmoud) has already made a name for himself playing interesting and eclectic characters. His career in entertainment began at the age of fifteen when a talent scout cast him as a series regular on the hit dancing and singing show "Kids Incorporated." He has since established himself as the go to guy for both the television and film communities. Most recently Balfour was seen in the Emmy and Golden Globe-winning Fox TV drama "24”, reprising his season one role as Milo, the smart and eccentric resident computer expert at the CTU. In addition to his successful television career, Balfour has recently wrapped production on several films including Dimension’s HELL RIDE, which will be released on August 8, 2008 and Mandate Film’s THE HORSEMEN, opposite Dennis Quaid, also set for release in 2008. Balfour’s extensive list of television credits includes a starring role in Dick Wolf, "Conviction” on NBC where he played Brian Peluso within a group of young Assistant District Attorneys battling some of the most difficult legal cases in New York. He was also seen as a series regular on the Golden Globe winning HBO series “Six Feet Under” for creator/writer Alan Ball. Balfour played Gabe, the drug addicted troubled boyfriend of Claire (Lauren Ambrose). Other television credits include "NYPD Blue," "The West Wing" and "Chicago Hope" and most recently, “The Ex List” opposite Elizabeth Reaser. - 21 - On the big screen, Balfour has recently starred in several hits, including IN HER SHOES, for Twentieth Century FOX, directed by Curtis Hansen and opposite Cameron Diaz and the remake of the cult classic hit THE TEXAS CHAINSAW MASSACRE - produced by Michael Bay for his company Platinum Dunes and directed by Marcus Nispel. Balfour was also seen in the New Line feature SECOND HAND LIONS opposite Haley Joel Osmett. Other credits include Revolution Studio's AMERICA’S SWEETHEARTS opposite Julia Roberts and John Cusak; Paramount Pictures' Nancy Meyers' film WHAT WOMEN WANT opposite Mel Gibson and Helen Hunt, CAN’T HARDLY WAIT and TROJAN WAR. In addition to his screen time, Balfour is also involved is many other endeavors. As the lead singer of his band Born as Ghosts, he sells out headlining shows at clubs around town including The House of Blues and The Viper Room. With a lively sound that mixes reggae, hip-hop, soul, rock and funk, Balfour and his band members are gearing up for the 2008 Summer Warped Tour. In his downtime Eric likes to surf and snowboard. He currently resides in Los Angeles. JAIME KING (Lorelei) began her career as a fashion model gracing the covers of international fashion magazines and later landing advertising campaigns for Giorgio Armani, Calvin Klein and Victoria's Secret. Her charm and all-American mass appeal lead to a variety of opportunities from Revlon spokesperson for a global cosmetic campaign to an advertising campaign for Jay Z's clothing brand. King broke into television when she was selected to host MTV's "House of Style." King landed a role on "Kitchen Confidential" and was later cast in a recurring role on the CBS comedy "The Class" and the series lead of "Gary Unmarried." King's feature film roles include PEARL HARBOR, BLOW, SLACKERS, TWO FOR THE MONEY, WHITE CHICKS, SIN CITY, CHEAPER BY THE DOZEN 2 as well as the independent features PRETTY PERSUASSION, THE TRIPPER, THEY WAIT, A FORK IN THE ROAD and THE PARDON. She will be seen next on the big screen in the upcoming films MY BLOODY VALENTINE 3D and FANBOYS. She currently lives in Los Angeles with her husband, producer Kyle Newman. Her birthday is April 23. With more than a decade of work under her belt, four-time Golden Globe® nominee and BAFTA winner, SCARLETT JOHANSSON (Silken Floss) has proven to be one of Hollywood’s most talented young actresses. Johansson received rave reviews and a Best Actress Award at the Venice Film Festival for her starring role opposite Bill Murray in LOST IN TRANSLATION, the critically-acclaimed second film by director Sofia Coppola. Johansson portrayed the title character in GIRL WITH A PEARL EARRING, a film adapted from the novel of the same name about the painter Johannes Vermeer (Colin Firth). In February 2008 she stars in THE OTHER BOLEYN GIRL, opposite Natalie Portman and Eric Bana for Sony. She recently wrapped production on the films HE’S JUST NOT THAT INTO YOU and MARY, QUEEN OF SCOTTS. - 22 - At the age of 12, Johansson attained worldwide recognition for her performance as Grace Maclean, the teen traumatized by a riding accident in Robert Redford’s THE HORSE WHISPERER. She went on to star in Terry Zwigoff’s GHOST WORLD, garnering a Best Supporting Actress award from the Toronto Film Critics Circle. Johansson was also featured in the Coen Brothers’ dark drama THE MAN WHO WASN’T THERE, opposite Billy Bob Thornton and Frances McDormand. Her other film credits include the critically acclaimed Weitz brothers’ film IN GOOD COMPANY, as well as opposite John Travolta in A LOVE SONG FOR BOBBY LONG, which garnered her a Golden Globe nomination (her third in two years) and Woody Allen's MATCH POINT, which garnered her 4th consecutive Golden Globe nominee in three years. Other film credits include THE ISLAND (opposite Ewan McGregor), Brian DePalma’s THE BLACK DAHLIA, Christopher Nolan’s THE PRESTIGE and THE NANNY DIARIES. Her additional credits include Rob Reiner’s comedy NORTH, the thriller JUST CAUSE with Sean Connery and Laurence Fishburne; and a breakthrough role at the age of 10 in the criticallypraised MANNY & LO, which earned her an Independent Spirit Award nomination for Best Female Lead. A New York native, Johansson made her professional acting debut at the age of eight in the offBroadway production of “Sophistry” with Ethan Hawke, at New York’s Playwright’s Horizons. Johansson currently divides her time between New York and Los Angeles. Respectfully labeled as one of the hardest working actors in Hollywood, SAMUEL L. JACKSON (The Octopus) is an undisputed star as demonstrated in the fact that his films have grossed the most money in box office sales of any other actor in the history of filmmaking. Jackson made an indelible mark on American cinema with his portrayal of ‘Jules’, the philosophizing hitman, in Quentin Tarantino’s PULP FICTION. In addition to unanimous critical acclaim for his performance, he received Academy Award® and Golden Globe nominations as Best Supporting Actor as well as a Best Supporting Actor award from the British Academy of Film and Television Arts. Among his many award-winning performances, Jackson made movie history with his portrayal of a crack addict in Spike Lee’s JUNGLE FEVER for which he was awarded the first and only Best Supporting Performance Award ever given by the judges at the Cannes Film Festival. Jackson was recently seen in the Rod Lurie directed film, RESURRECTING THE CHAMP and in a supporting role in the Weinstein Co. film 1408 based on the Stephen King novel. Jackson also recently starred in the Craig Brewer film BLACK SNAKE MOAN, New Line’s thriller SNAKES ON A PLACE, directed by David R. Ellis and Irwin Winkler’s MGM war drama HOME OF THE BRAVE. In 2008, Jackson’s films included the Doug Liman sci-fi, action film JUMPER and the quirky crime drama CLEANER directed by Renny Harlin. Other film credits include COACH CARTER, STAR WARS trilogy I, II and III, IN MY COUNTRY, THE MAN, THE INCREDIBLES, S.W.A.T., FORMULA 51, CHANGING LANES, CAVEMAN’S VALENTINE, RED VIOLIN, SHAFT, UNBREKABLE, 187, EVE’S BAYOU, JACKIE BROWN, THE NEGOTIATOR, A TIME TO KILL, DIE HARD and DIE HARD WITH A VENGEANCE, THE LONG KISS GOODNIGHT and DEEP BLUE SEA. - 23 - On the small screen, Jackson serves as Executive Producer for the animated series for Spike TV, “Afro Samurai” which premiered in 2007 and will be returning for a second season. In addition, Jackson partnered with New Line Studios to produce and develop projects in which he has the option of starring. Appearing in notable feature films such as Frank Miller’s THE SPIRIT and the Oscar®-winning THE USUAL SUSPECTS, LOUIS LOMBARDI (Pathos, etc.) has made a career of his unmistakable acting style and unforgettable characters. A film festival favorite, Lombardi has completed his first independent feature film titled DOUGHBOYS (on DVD November 18, 2008.) Shot on location at the infamous Conti’s Bakery in his hometown of the Bronx, this slice-of-life-drama was written by, directed by and stars Lombardi. Best known for his television characters in the hit series "24” as the loveable computer systems analyst Edgar Stiles, and his recurring role on the "The Sopranos" playing tough New York federal agent, Skip Lipari. Additional television credits include "Entourage,” “Ugly Betty,” "Las Vegas" and “NYPD Blue.” He also co-starred as the brutish Cal, Mr. Roarke's obedient jack-ofall-trades, in the ABC 1998 remake of "Fantasy Island” as well as CBS's "EZ Streets" and "CSI: NY." In 1993, Lombardi co-starred in the Sundance Film Festival’s Grand Jury Prize Nominee AMONGST FRIENDS, directed by Rob Weiss. His performance garnered the attention of director Oliver Stone and led to his pivotal role in NATURAL BORN KILLERS. He has also played featured roles in the comedy hit THE ANIMAL with Rob Schneider and DEUCES WILD. Lombardi’s other directing credits include THE BOSS, an independent short film he also wrote, directed and starred in. Filmed at the Roxbury, a trendy Los Angeles nightclub, THE BOSS tells the story of a cruel nightclub owner on New Year's Eve. Lombardi ultimate passion is to write and direct more film projects. With an impressive body of work that encompasses film, television and theatre, STANA KATIC (Morgenstern) is quickly becoming one of Hollywood’s most sought after talents as her career continues to evolve with exciting and challenging projects. Segueing effortlessly between the big and small screen, Stana recently finished working with award winning director Robert Benton on his new film FEAST OF LOVE. This romantic comedy, which also stars Morgan Freeman and Greg Kinnear, is about a community of friends in Oregon who explore the magical, mysterious and painful incarnations of love. Stana also wrapped a role in the Indie film STILETTO. Surrounded by an ensemble of Hollywood’s most notorious, (Tom Sizemore, Michael Beihn, William Forsythe and Diane Venona), Stana plays a female assassin on an avenging angel mission. Stana Katic has been cast in Fox's drama "Company Man"( From the creators of "24"). The project centers on a family man who winds up recruited by the NSA as a spy. Katic plays the sexy and tough National Security Agency agent who recruits him. - 24 - Stana recently joined the highest rated new show of the 2006 - 2007 television season, NBC’s drama “Heroes,” as one of the able-bodied super humans. She portrays Hana Gitelman, a fierce young woman with “wireless” mental abilities. “Heroes” received a Golden Globe® nomination for Best Television Series - Drama and also won the People’s Choice Award for Favorite New Television Drama. Adding to her success, Stana is European information broker Collette Stenger on primetime’s other powerhouse, Fox’s “24.” Stana also stars in CTV’s epic two part miniseries “Would Be Kings”, and has had memorable recurring roles on some of primetime’s highest rated dramas including “The Closer,” “E.R.” and “The Shield.” She also starred in the world premiere of “Private Fittings’ by renowned Broadway director Des McAnuff. The show was written by former SNL writer Mark O’Donnell. Stana is a citizen of both the United States and Canada, speaks five languages and has extensive combat training for film. When she can grab some free time she enjoys horseback riding, astrophysics, flamenco dancing, photography, archeology and designing clothes. - 25 - ABOUT THE FILMMAKERS An iconic figure in the creation of comic book super heroes, in his initiation of graphic novels as one of the most popular of story-telling media and as a leading figure in the dominant box-office genre of films adapted from comic books and graphic novels, FRANK MILLER (Screenplay/Director) makes his solo film directing debut with his adaptation of the Will Eisner¹s classic THE SPIRIT, an artfully-executed, action-packed, fun-filled adventure. Miller, author of the graphic novel 300 and an executive producer of the record-setting motion picture adapted from it, made his feature film directorial debut in 2005 with the filmization of his graphic novel Sin City, which he co-directed with Robert Rodriguez. The critically acclaimed film was nominated for a Palme d'Or at the 2005 Cannes Film Festival, won the Austin Film Critics Award and garnered a Czech Lion nomination. It was Miller¹s graphic novel The Dark Knight, a startlingly new and darker interpretation of Bob Kane’s Batman, that lifted the graphic novel into popularity, as well as launching the Batman franchise into one of the most profitable series of films ever. Even as his own film oeuvre is starting, Frank Miller has become one of the most influential figures on both sides of the comicbook/motion-picture connection. His creative career began in the US comic-book industry while still in his teens. It was in the late 1970s, when he came to prominence drawing and/or writing Marvel Comics properties such as Spider-Man, Wolverine, Daredevil, and Elektra Assassin. He created the ninja assassin Elektra in the pages of Daredevil during his critically acclaimed run on that title. Miller's Daredevil was the basis for the 2003 feature film. Miller then created Ronin, a science-fiction samurai drama, for DC Comics. Apart from its artistic and critical success, Ronin was historically important as DC Comics' first creator-owned project. Ronin is currently in development at Warner Bros. as a feature film. Also upcoming is a release by Dark Horse of the complete Martha Washington series which Miller created with Dave Gibbons and which plowed important new ground in racial awareness for the comic and graphic novel genres. The series concerned a young black woman from the projects of Chicago, following from the late 90s through the early part of this decade with a social consciousness that had marked impact, concluding with the eponymous character¹s death. After Ronin, Miller wrote and illustrated the aforementioned groundbreaking Batman: The Dark Knight Returns. He also wrote Batman: Year One (illustrated by David Mazzuchelli), which was a basis for 2005's BATMAN BEGINS. Miller returned to Batman with the best-selling Batman: The Dark Knight Strikes Again, and is writing All-Star Batman and Robin the Boy Wonder (with Jim Lee illustrating). Miller introduced his noir masterpiece, Sin City, in 1991, and it became an instant sales and critical success. To date, he has written and illustrated seven Sin City graphic novels. In 2005, Miller co-directed with Robert Rodriguez the feature film Frank Miller's SIN CITY. 300, Miller's award-winning graphic novel of the Spartans at the battle of Thermopylae, was initially serialized in 1998 (with Lynn Varley). The Warner Bros. feature-film adaptation of 300 smashed box-office records last year. - 26 - Miller also collaborated with illustrator Geof Darrow to create Big Guy and Rusty the Boy Robot (which was adapted as an animated television series) and Hard Boiled (currently in development as a feature film). The final chapter of the Martha Washington science-fiction series by Miller and Dave Gibbons that started with Give Me Liberty was released in Summer 2007. A veteran producer as well as director, DEBORAH DEL PRETE (Producer) is co-founder and co-chief executive officer of Odd Lot Entertainment. Since 2001 Del Prete and longtime business partner Gigi Pritzker have shepherded the growth of the L.A.-based development, finance and production company. Del Prete executive produced Paramount Classic’s MEAN CREEK, starring Rory Culkin and Scott Mechlowicz, and produced the hit Columbia Pictures comedy THE WEDDING PLANNER starring Jennifer Lopez and Matthew McConaughey; GREEN STREET HOOLIGANS, starring Elijah Wood; Dimension’s BURIED ALIVE, starring Tobin Bell; the zombie comedy UNDEAD OR ALIVE; and the romantic comedy SUBURBAN GIRL, starring Sarah Michelle Gellar and Alec Baldwin. She also produced the Odd Lot creature feature LIVING HELL for The SciFi Channel. In addition, Del Prete is currently serving as executive producer on writer/director Michael Meredith’s THE OPEN ROAD, starring Oscar®-nominated Jeff Bridges, Justin Timberlake, Kate Mara, Harry Dean Stanton and Mary Steenburgen. In addition to feature films, Del Prete and Pritzker develop and produce live stage productions though their company Dee Gee Theatricals. Their first production, KISS AT CITY HALL by Joe DiPietro, had a successful run at the Pasadena Playhouse in February, 2000. Their original drama SYMMETRY, written by Dave Fields, premiered at the Victory Gardens Theatre in Chicago in Summer 2005. Recently they launched the new musical SNAPSHOTS, based on the book by David Stern with music and lyrics by Stephen Schwartz (WICKED), in Seattle, Washington, Florida, and Ohio; F. Scott Fitzgerald’s THE GREAT GATSBY which was the premiere production at the New Guthrie Theatre in Minneapolis and has enjoyed two highly successful productions in the U.S. with a third anticipated in London’s West End; and MILLION DOLLAR QUARTET by Colin Escott and Floyd Mutrux, a rock-and-roll story that broke box office records during its runs in Daytona, Florida and Seattle, Washington recently opened to critical acclaim and new box office records at the Goodman Theatre in Chicago. Under her previous shingle, Dee Gee Entertainment, co-founded with Pritzker in 1986, Del Prete produced and/or directed a myriad of TV programs, music videos, commercials, industrials and documentaries. Her first feature film as a director was SIMPLE JUSTICE, starring Doris Roberts and John Spencer. She then produced and directed Kate Hudson’s film debut RICOCHET RIVER. Among her other produced projects are THE PEOPLE VERSUS, a five-part dramatic series starring Meg Ryan for Viacom; the musicals SOMETHING’S AFOOT, starring Jean Stapleton for Showtime, Barry Manilow’s THE DRUNKARD, starring Tom Bosley for A&E; JOURNEY TO ADVENTURE, a long-running syndicated travel series; and MAINTENANCE MEN’S LOUNGE, a comedy pilot for ABC. Del Prete is a longtime past treasurer of the board of directors for the New York chapter of Women In Film. She was an artistic advocate for the foundation of the Los Angeles County High School for the Arts and serves as an executive mentor for both the Producers Guild of America and Step Up Women’s Network. - 27 - GIGI PRITZKER (Producer) started in the film industry as a producer of documentary films. Her first production was BHUTAN, KINGDOM OF THE THUNDER DRAGON for the BBC’s In the Footsteps of Man. In 1986 she founded Dee Gee Productions, her first company with longtime business partner Deborah Del Prete, which produced numerous television programs, commercials, industrials and documentaries, and in 2001 they founded Odd Lot Entertainment, a prolific L.A.-based development, finance and production company. Pritzker executive produced Paramount Classic’s MEAN CREEK, starring Rory Culkin and Scott Mechlowicz, and produced the hit Columbia Pictures comedy THE WEDDING PLANNER starring Jennifer Lopez and Matthew McConaughey; GREEN STREET HOOLIGANS, starring Elijah Wood; and the romantic comedy SUBURBAN GIRL, starring Sarah Michelle Gellar and Alec Baldwin. She also produced SIMPLE JUSTICE, starring Doris Roberts and John Spencer and RICOCHET RIVER, which marked Kate Hudson’s film debut. Pritzker is also currently serving as executive producer on writer/director Michael Meredith¹s THE OPEN ROAD, starring Oscar®-nominated Jeff Bridges, Justin Timberlake, Kate Mara and Mary Steenburgen. She and Deborah Del Prete also develop and produce live stage productions though their company Dee Gee Theatricals. Their first project was KISS AT CITY HALL by Joe DiPietro (I LOVE YOU, YOU’RE PERFECT, NOW CHANGE), which successfully ran at the Pasadena Playhouse in 2000. Their original drama SYMMETRY, written by Dave Fields, premiered at the Victory Gardens Theatre in Chicago during Summer 2005. Most recently, they launched the new musical SNAPSHOTS, based on the book by David Stern with music and lyrics by Stephen Schwartz (WICKED), in Seattle, Florida, and Ohio (September 2007); F. Scott Fitzgerald’s THE GREAT GATSBY, THE GREAT GATSBY which was the premiere production at the New Guthrie Theatre in Minneapolis and has enjoyed two highly successful productions in the U.S. with a third anticipated in London’s West End; and MILLION DOLLAR QUARTET by Colin Escott and Floyd Mutrux, a rock-and-roll story that broke box office records during its runs in Daytona, Florida and Seattle, Washington recently opened to critical acclaim and new box office records at the Goodman Theatre in Chicago. Pritzker dedicates much of her time to philanthropy and is a co-founder of the Chicago chapter of the Tibetan Resettlement Project. She serves as chairman of the board for the Chicago Children’s Museum; sits on the national board for the Children Affected by AIDS Foundation, whose Chicago chapter has raised over two million dollars in the last three years for HIV/AIDS-affected children and their families; and is also on the board of the Chicago Children’s Theatre. She is also involved in a variety of endeavors related to early childhood, brain research and education. MICHAEL E. USLAN (Producer) took his childhood love for comic books and made it into his life’s work. His extensive film credits include Executive Producer of THE DARK KNIGHT, BATMAN BEGINS, BATMAN, BATMAN RETURNS, BATMAN FOREVER, BATMAN and ROBIN and the animated GOTHAM KNIGHT, BATMAN & MR. FREEZE: SUB-ZERO, BATMAN VS. DRACULA, BATMAN: MYSTERY OF THE BATWOMAN and "BATMAN BEYOND: RETURN OF THE JOKER (winner of the Annie Award). Uslan was also Producer of CONSTANTINE, the animated feature BATMAN: MASK OF THE PHANTASM, SWAMP THING and was Associate Producer of NATIONAL TREASURE. His upcoming film projects include THE SHADOW with Sam Raimi and Josh Donen; SHAZAM with Pete Segal and Michael Ewing and DOC SAVAGE. - 28 - His projects on the small screen include "Where On Earth Is Carmen Sandiego?" for which Uslan received the Emmy Award® as Executive Producer. He also was Executive Producer of "Three Sovereigns For Sarah," the acclaimed PBS Salem Witch Trials mini-series for American Playhouse, starring Vanessa Redgrave and Patrick McGoohan; Robin Cook’s "Harmful Intent," hit movie of the week for CBS; and “Swamp Thing,” the live action series for USA Network/The Sci-Fi Channel. His credits in TV animation include: Executive Producer of "Little Orphan Annie’s Very Animated Christmas”; "Fish Police "; “Swamp Thing”, and “Dinosaucers,” the long-running series he created. Considered an authority on comic book history, Uslan created and taught the first accredited college course on comic books, authored the first text-book on comics, and has written and provided historical Introductions for over two dozen books on comics, including THE SPIRIT ARCHIVES and THE SPIRIT FEMMES FATALES. With FJ DeSanto, he is currently writing the new comic book adventures of “THE SPIRIT” for DC Comics. Additionally in the world of comic books and graphic novels, Uslan has written both “BATMAN” comic books and the graphic novel, BATMAN: DETECTIVE #27, as well as the internationally syndicated newspaper comic strip, TERRY AND THE PIRATES, "JUST IMAGINE" with Stan Lee (creator of "SpiderMan", "X-Men" “Iron Man’ and the pantheon of Marvel super-heroes), "THE SHADOW" comic books, and the upcoming first ever “ARCHIE” graphic novel. His first children's book, CHATTERBOX: THE BIRD WHO WORE GLASSES, was a Best Books Award Finalist as "Best Hardback Children's Book." Uslan is a member of the Advisory Board to the Discovery Channel Global Education Partnership and is a former member of both the Board of The Center for Excellence in Education and the Youth Grants Panel of the National Endowment for the Humanities in Washington, DC. He’s the recipient of: The Independent Spirit Award for Film; The Iconosphere Award for Film; The Distinguished Hoosier Award; and from his alma mater, Indiana University, The President's Circle Award, The Academy of Law Alumni Fellows Award, The Hoagy Carmichael Creative Achievement Award, and The President's Medal for Excellence. Uslan in a motivational speaker with Greater Talent Network, NYC, and has lectured on comic books and film all over the world, including The Metropolitan Museum of Art in New York and The Smithsonian Institution in Washington, DC. BILL POPE, ASC (Cinematographer) started buying Frank Miller's comics in the early 80's, and has been a fan ever since. With THE SPIRIT, he decided to help Frank bring his style to the movie screen, instead of just continuing to steal from him. “I'll do that later,” says Pope. GREGORY NUSSBAUM (Editor) grew up in Ohio and studied film at Northwestern University in Evanston, Illinois. For the past fifteen years, he has worked in Hollywood as an editor of commercials and music videos. Gregory is a creative partner with Pictures in a Row, a production and post-production company he has helped manage and grow for the past ten years. After editing the pre-visualization sequences for THE SPIRIT, he got the chance to cut the final film. THE SPIRIT is the first movie Gregory has edited, and it’s just about the most fun he’s ever had. MICHAEL DENNISON’s (Costume Designer) more than 20 credits as wardrobe supervisor or costumer have included The World According to Garp, Sophie’s Choice, Moscow on the Hudson, The Falcon and the Snowman, Jagged Edge, Heartburn, The Mosquito Coast, Beaches, Jacob’s - 29 - Ladder, Chaplin, TV’s Rogers and Hammerstein’s Cinderella for The Disney Channel, Starship Troopers, Snow Falling on Cedars The Chronicles of Riddick, What Women Want, Unfaithful. Mona Lisa Smile, starring Julia Roberts and an ensemble cast DAVID NEWMAN (Music) has scored over 100 films in the 20 years of his career, ranging from films such as WAR OF THE ROSES, HOFFA, BOWFINGER and HEATHERS, to the more recent SERENITY AND ICE AGE. He has an Academy Award nomination for his score to the animated feature ANASTASIA and was also the first composer to have his piece, 1001 NIGHTS, performed in the Los Angeles Philharmonic’s FILMHARMONIC Series, conducted by Esa-Pekka Salonen. In 1987, Robert Redford selected Newman as musical director of the Sundance Institute. During his tenure he wrote an original score and conducted the Utah Symphony Orchestra for the classic silent motion picture SUNRISE, which opened the Sundance Film Festival in 1989. As a benefit for the Film Music Preservation Program at Sundance, he began to conduct a series of concerts with orchestras including the Utah Symphony, The Los Angeles Philharmonic at the Hollywood Bowl, and the American Symphony in New York. In 2005, Newman conducted the Los Angeles Philharmonic in a subscription series of concerts at the Walt Disney Concert Hall. Last year he conducted the Hollywood Bowl Symphony Orchestra at the Hollywood Bowl in their Movie Night Tribute to Paramount Pictures. He will also be conducting the Hollywood Bowl movie night this year which will feature the films of Warner Bros. Newman composed a Woodwind Quintet Concerto for the Long Beach Symphony Orchestra all during their 2006-07 season. There was a single movement performed at each concert, and the entire piece was performed last June in Long Beach. The Concerto was also performed at the Spoletto Festival USA this summer with the Inami Winds, Emmanuel Villaume conducting. Mr. Newman also composed and conducted “Yoko and the Tooth Fairy”, (a children’s melodrama) at the Crossroads School where his daughter attends high school. In 2005, the Indianapolis Symphony Orchestra performed his composition “Songs of My Father”. It was also performed at the Grant Park Festival, and the Spoletto USA festival that same year. Newman is also President of the American Youth Symphony, a 43-year-old Pre Professional Orchestra based in Los Angeles. Newman is part of the Film Music Family that included his father Alfred Newman, who ran the music department at 20th Century Fox for 20 years from 1940-1960, as well as recording artist and film Composer, Randy Newman, and his brother, film composer, Thomas Newman. Happily married to wife Krystyna for the last 25 years, Newman is the father of two girls, Diana and stepdaughter Brianne. STU MASCHWITZ (Senior Visual Effects Supervisor) is a cofounder and the CTO of The Orphanage, a San Francisco-based visual effects and film production company. Maschwitz spent four years as a visual effects artist at George Lucas’s Industrial Light & Magic (ILM), working on such films as Twister and Men in Black, and went on to create the award-winning Magic Bullet software for making video look like film. At The Orphanage, Maschwitz has directed numerous commercials and supervised effects work on films including Sin City. Maschwitz is a guerilla filmmaker at heart and combined this spirit and his effects knowledge into a book: The DV Rebel’s Guide: An All-Digital Approach to Making Killer Action Movies on the Cheap. LINDA McDONOUGH (Co-Producer) is Executive Vice President, Production & Development, for Odd Lot Entertainment. She has been with the company since its inception in 2001, shepherding both development and production on company films. She recently produced GREEN STREET 2: STAND YOUR GROUND, the sequel to the critically acclaimed cult-hit GREEN STREET HOOLIGANS (which she associate produced) starring Elijah Wood and - 30 - Charlie Hunnam. She co-produced SUBURBAN GIRL starring Alec Baldwin and Sarah Michelle Gellar, which was based on Melissa Bank’s best-selling short story collection The Girls’ Guide to Hunting and Fishing. On THE SPIRIT, McDonough was instrumental in securing Samuel L. Jackson for the role of “The Octopus,” hiring The Orphanage for the visual effects, negotiating the key crew deals, and negotiating the studio services contract. Prior to this, she served as vice president of development for Drew Barrymore's and Nancy Juvonen's Flower Films, where she was involved in the development of CHARLIE’S ANGELS I and II, THE DUPLEX, DONNIE DARKO and 50 FIRST DATES. McDonough worked previously as a coordinator on the writing staff at 1013 Productions and before that in the publicity department at 20th Century Fox Television. F.J. DeSANTO (Co-Producer) has a number of motion pictures currently in development including THE SHADOW (Columbia Pictures) which he is co- producing with Michael Uslan, Sam Raimi and Josh Donen, SHAZAM (Warner Bros) with Peter Segal directing, DOC SAVAGE (Branded Entertainment), SABOTAGE (iNDELIBLE Entertainment), and LOONY (iNDELIBLE Entertainment). Also, he co-produced the animated direct- to-home DVD TUROK: SON OF STONE (Classic Media) which was distributed by the Weinstein Company. In 2005, he served as an assistant to the producers of CONSTANTINE (Warner Bros). He has been responsible for acquiring, developing and maintaining a large slate of projects based on comic books, graphic novels, manga and anime while also overseeing deals with writers, agents, comic book companies, creators and movie studios. Before joining iNDELIBLE Entertainment in 2008, he was the Senior Vice President of Production and Development and Producer for Comic Book Movies Inc., and spent nine years as Vice President of Development for Michael Uslan and Benjamin Melniker (Executive Producers of the BATMAN franchise). Mr. DeSanto is also a comic book and manga writer. He has written an original manga based on STAR TREK: THE NEXT GENERATION for Tokyopop, America’s largest manga publisher, for release in 2009 and is a co- writer on the comic book series THE SPIRIT for DC Comics. He is currently developing several graphic novel projects for 2009. In 2007, he became the first person to ever speak on the topic of Japanese manga and anime at The Smithsonian Institution when he moderated the “Manga to Anime: Astro Boy to Spirited Away” seminar at Freer Galley of Art in Washington, DC. F.J. DeSanto graduated New York University’s Tisch School of the Arts Department of Undergraduate Film and TV with an honors scholar award. Recently, Mr. DeSanto returned to NYU as an adjunct professor, teaching a class entitled PROFESSIONAL COLLOQUIM. The course, which Mr. DeSanto created, is designed to educate senior and graduate writing students on the fundamentals of the motion picture business. - 31 - FINAL CREDITS Unit Production Manager First Assistant Director Second Assistant Director Second Assistant Director Associate Producer Music Supervisor Alton Walpole Benita Allen Frederic Roth Dennis M. Crow Marc Sadeghi Dan Hubbert CAST (in order of appearance) Lorelei Spirit Detective Sussman Arthur The Cat Damsel in Distress Thug 1 Thug 2 Officer MacReady Liebowitz Sand Saref Mahmoud Octopus Pathos, etc. Silken Floss Ellen Dolan Medic Young Spirit Young Sand Uncle Pete Mafioso Officer Saref Reporter Donenfeld Seth Morgenstern Handbag Thief Handbag Man Female Reporter Poker Player Doorman #1 Doorman #2 Doorman #3 Onlooker #1 Onlooker #2 Son Young Mother Onlooker #3 Jaime King Gabriel Macht Dan Gerrity Himself Kimberly Cox Brian Lucero David B. Martin Larry Reinhardt-Meyer Frank Miller Eva Mendes Eric Balfour Samuel L. Jackson Louis Lombardi Scarlett Johansson Sarah Paulson Dan Lauria Dan Hubbert Johnny Simmons Seychelle Gabriel Michael Milhoan John Cade David Wiegand Chad Brummett Richard Portnow Mark DelGallo Stana Katic Aaron Toney Dean Eldon Squibb Meeghan Holaway Al Goto Roman Tissera Frank Bond Hugh Elliott Robert Douglas Washington Bill Pope Ben Petry Marina Lyon Paul Levitz - 32 - Onlooker #4 Onlooker #5 Onlooker #6 Onlooker #7 Plaster of Paris Muffin Wino Creep Officer Klink Finger Puppeteer Stunt Coordinator Assistant Stunt Coordinator Spirit Stunt Double Octopus Stunt Double Sand Serif Stunt Double OS Stunt Double Emily Cheung Keith Kühl Cayley Bell Jasmine Mohamed Paz Vega Sammy/Spirit/Stewie T. Jay O’Brien Rio Alexander Drew Pollock Andy Linderkamp John Medlen David Hugghins Ronn Surels Kiante Elam Boni Yanagisawa Tad Griffith Additional Stunts Melissa Barker Thomas DeWier Michael Hansen Anthony Kramme Aaron Toney Cayley Bell John Cade Lisa Hoyle David Martin Aaron Walters Plaster of Paris Choreography by ADR Voice Casting Joann Jansen Barbara Harris ADR Voices Catherine Cavadini Barbara Iley Terence Mathews David Randolph Vernon Scott Andreana Weiner Peggy Flood Terence Jay Jason Pace Noreen Reardon Joel Swetow Production Supervisor Production Coordinator Assistant Production Coordinator Production Secretary Script Supervisor Camera Operator Steadicam Operator 1st Assistant Camera 2nd Assistant Camera Technocrane Operator Digital Imaging Technicians Dawn Todd Elaine K.Thompson Crystal McAlerney Sean Cardinalli Pam Fuller Vali Valus Gregory Lundsgaard Greg Luntzel Charlie Newberry David Hammer Chad Rivetti Brannon Brown Bret Latter Adam Barth David J. Brownlow Matthew Halbert Digital Loader Video Assist Production Sound Boom Operator - 33 - Utility Sound Michael Becker Robert Jerry Brownlow Anthony T. Mazzucchi Alexander Griffiths Daniel Pershing Otis Mannick Charlie Arnold Matt Debevec Ronald “Pablo” Romero Terry J. Sanchez Hank Herrera Gary Kangrga Trevor “Zeke” Howe Paul Judges Michael J. Lucero Bryan J. Smith John “Fest” Sandau Jim “Jimmy C.” Cornick Georgia Tays Greg Argarin Jon Caradies Lou Nelson George Rizzo, Jr. John Stearns Ray Ortega Jason Linebaugh Frank Garcia Christopher H. Sipes Lucas P. Leggio Louie Martinez Alexander J. Perez A. Todd Holland Gabrielle Petrissans Joel Goodell Pierre L. Barrera Benjamin M. Walsh Michael Flowers Bryan DeLara Christopher Martin Brooke Fair John N. Ward Alan Chao Randy Eriksen Chuck McSorley Brett “Khan” Andrews Robin Blagg Kirk Newren Albert Rivera Sara Morgan Lewis Steve Kahn Brett Cole Key Grip Best Boy Grip Dolly Grip Additional Dolly Grip Grips Key Rigging Grips Best Boy Rigging Grip Rigging Grips Chief Lighting Technician Assistant Chief Lighting Technician Dimmer Board Operator Set Lighting Technicians Rigging Gaffer Best Boy Rigging Electric Rigging Electricians Assistant Art Director Set Decorator Leadman Set Dressers Buyer On Set Dresser Key Greens Assistant Greens Art Department Coordinator Art Department Production Assistant Property Master Assistant Property Master Prop Assistant Construction Coordinator Construction Foreman Labor Foreman Construction Auditor Gang Boss Prop Maker/Welder - 34 - Prop Makers Arthur Arndt Jeff Bolen J. Christie Kenneth Cook Santino Davenport Mark Gutierrez Andy Linderkamp Jesse McNamara Tony Milhaupt Curtis D. Mott William S. Patterson Jimmy Stephens James Herman Plasterers Welder Utility Techs Key Scenic Paint Foreman On Set Painter Set Painters Assistant Costume Designer Costume Supervisor Key Costumer Key Set Costumers Costumer for Mr. Jackson Costumer Costume Buyer Tailor Seamstresses Ager/Dyer/Costumer Costume Production Assistant Costume Supervisor (Los Angeles) Costumer (Los Angeles) Ager/Dyer (Los Angeles) Costume Production Assistant (Los Angeles) Make-Up Department Head Assistant Make-Up Department Head Make-up Artist for Mr. Jackson Make-up Artist for Ms. Johansson Make-up Artist for Mr. Macht Make-up Artist for Ms. Mendes Additional Make-up Hair Stylist Department Head Hair Stylist Hair Stylist for Mr. Jackson Hair Stylist for Ms. Mendes Hair Stylist for Ms. Johansson - 35 - Javier Fuentes Dana J. Mestas Barton Slade Nick Davis Brooke Fair Miguel E. Gurulé Nigel Paul Conway Dennis Collins Phillip Brown Daniel Herrera Tim McCullough Sebastian R. Ruiz Katherine Wertz Michael Crow Richard Schoen Frances Vega Bradford Booth Kathryn Czark Askia Won-Ling Jacob Lora Rael Maureen O’Heron Melissa Moody Barbara Lee Brice Olivia Ludi Nancy Molleur Bren Cook Lane Stewart Lynda Foote Jorge Gonzalez Julia Gombert Virginia Lise Melin Isabel Harkins Art Anthony Allan Apone Heba Thorisdottir Melanie Tooker Elaine Offers Bonnie Masoner Camille Friend Garnett Burk Robert Stevenson Cydney Cornell Barbara Olvera Additional Hair Special Effects Coordinator Special Effects Foreman Special Effects Technicians John Holland Donald Frazee C. Scott Lingard Scott Hastings Danny Maldonado Jonathan Delaney Marsh P13 Entertainment, Inc. Anne Kurtzman Gino Crognale Al Tuskes Melanie Tooker Gabe Bartalos Sam Tischler S. Reuban Cook N. Marty Radcliff Robert “Bear” Molitor Kenny Heath Melissa A. Malcom Alan Mienkes Berger Thomas R. Buckley Make-up Effects P13 Project Coordinator P13 Key Sculptor P13 Shop Supervisor P13 Key Prosthetics Applicator Lifecasts Location Manager Assistant Location Manager Transportation Captains Driver for Mr. Jackson Driver for Ms. Johansson Driver for Mr. Macht Driver for Ms. Mendes Drivers Jason “Jr.” Anderson Steve Butler Amber Dawn Cummings Michael J. Roybal Gary Shuckahosee Steve Vandiver Wilson Hayes Key Office Production Assistants Armando M. Cruz III Jasmine Mohamed Office Production Assistants Dustin DellaVecchia Jason R. Doutree Wendy R. Kennedy Assistant to Mr. Jackson Assistant to Ms. Johansson Assistant to Mr. Macht Assistant to Ms. Mendes Assistants to Mr. Miller Destino Marfil Montez Robert Vertrees Brady Kephart Volney Edward McFarlin III Taryn Cox Meredith Engelstein Rowie Green Mark DelGallo Emily Cheung Colette Stevens Cayley Bell Harris M. Miller II Brad Arnold Marcia A. Woske Assistant to Mr. Walpole Legal Counsel Frank Miller, Inc. Second Second Assistant Directors Set Production Assistants Nick I. Allen Julian Duran Matt McAlister J.J. Dalton Ryan Lacen Randy Rubin Marcus Taylor Production Accountant First Assistant Accountants Maeve Mannion Beverly L. Jusi Sherrie Bradshaw Nick Cessac Second Assistant Accountant - 36 - Payroll Accountant Additional Accountant Studio Teachers Rich J. Tartaglia Amy Eldridge Kathleen Breton-Collier Amber York Reel Chefs Catering/ Steve Watson Bobby Brual Catering Chef Chef Assistants Marco A. Blanco Manny Gonzalez Jose Cruz Tejeda Horacio Vazquez Marciano Moreno Craft Service Craft Service Assistant Set Medics JF Craft & Catering/Joe Fiske John Montoya David Bethel Nicholas Salinas Unit Publicist Louise A. Spencer Unit Still Photographer Lewis Jacobs Executive Marketing and Distribution Consultant Al Newman Rights & Clearances Entertainment Clearances, Inc Laura Sevier Cassandra Barbour Casting Associates (Los Angeles) Samantha A. Finkler Erin Toner Casting and Extras Casting (New Mexico) Gwyn Savage Casting Assistants (New Mexico) Valerie McVay Vanessa Vassar Animal Services Provided by Boone’s Animals For Hollywood Head Animal Trainer Ursula Brauner Animal Trainer Brian Turi Undomesticated Quadruped Wrangler Michael “Puck” Pucker Second Unit 2nd Unit Director Director of Photography 1st Assistant Camera 2nd Assistant Camera Script Supervisor Gaffer Best Boy Electric Electricians Stu Maschwitz Bobby Finley III Chip Byrd Ryan Eustis Lois King Ray Ortega Jason Linebaugh Frank Garcia Christopher H. Sipes Hank Herrera Trevor “Zeke” Howe Peter Weidenfeller Paul Judges Michael J. Lucero Bryan J. Smith Ester Kim Lance Jay Velazco EPC Joe Fineman Key Grip Best Boy Grip Dolly Grip Grips On Set Dresser Video Assists Post Production Consulting by - 37 - Post Production Supervisor Post Production Coordinator Post Production Accountant Visual Effects Consultant 1st Assistant Editor Apprentice Editor Visual Effects Editor Visual Effects Coordinator Post Production Assistant Michael Toji Carl Bochek Bob Weber Bruce Jones Stacey S. Clipp Brad McLaughlin A. Ryan Turner Jonathan O’Brien Keto Shimizu Visual Effects by The Orphanage Luke O’Byrne Amy ‘“Hollywood” Wixson Visual Effects Executive Producers The Bunker Crew Visual Effects Producer Digital Production Manager Jr. Digital Production Manager Digital Production Coordinator Digital Production Assistant Kim Doyle Paul Kolsanoff Jaime Norman Daniel Huerta Joseph Miller Associate Visual Effects Supervisor/Colorist Post Production Supervisor Visual Effects Editor Assistant Visual Effects Editors Aaron Rhodes Leslie Valentino Ivan Landau Anthony Reyna David Fine Bob Snyder Sean Wells Michael Grawert Mark Moore Josh Viers Peter Lloyd On Set Technical Coordinator/Compositor I/O Operators Lead Concept Artists The Orphanage Crew Visual Effects Supervisor Visual Effects Producer Digital Production Manager Production Coordinator Computer Graphics Supervisors Animator Digital Artist Matte Painter Compositors Systems Manager Systems Engineer Manager of Resource Administration Render Wrangler - 38 - Rich McBride Alex Altrocchi Wolbach Marny Nahrwold Nichole Wong Stephen DeLuca Jon Harman Christian Liliedahl Sean Murphy Thomas Esmeralda Can Chang Kyle McCulloch Youjin Choung Jon Green Heather Abels David Lloyd Tim Gross Joe C. D’Amato Brad Isdrab Set Production Coordinator Set Production Assistant Armando Kirwin Daniel Dinning Pre-Visualization Crew Producer Post Production Supervisor Compositing Supervisor Compositors Paul Hettler Diane Caliva Alex Prichard Kirsten Bradfield Peter Demarest Mike Kelly Webster Colcord Storyboard Artist Animator Visual Effects by FUEL VFX Visual Effects Supervisor Visual Effects Executive Producer Visual Effects Producer Senior Matte & Concept Artist Lead Compositors Dave Morley Jason Bath Felix Crawshaw Kurtis Richmond Sam Cole Chris Davies Max Stummer Matthew Wynne Compositors Laura Dubsky Brad Floyd Danielle Hession Demis Lyall-Wilson Additional Compositors Carlo Monaghan Michael Ralla Tim Walker Matt Greig Kyle Goodsell Matte Painter CG FX Artists Lead TD Lighting Lead Lead CG Artist CG Artist CG Character Modeler Rigging Animation CG Modelers Visual Effects Editorial & I/O Camera Tracking/Layout Systems Administrator Pipeline/R&D R&D - 39 - Liam Neville Ean Carr Luke Bubb Romain Buignet Matthew Hermans Ivan La Rosa Pawel Olas Mike Bain Chris French Kane Elferink Michael Orbing Gerard van Ommen Kloeke Gael Matchabelli Simon LeGrand Nick Kacevski Michael Chang Sebastian Fletcher Claudia Lecaros Emily Tucker Dylan Penhale Luke Cole An Nguyen Visual Effects by Digital Dimension Executive Producer Visual Effects Producer Visual Effects Coordinator and Editor CG Supervisor Lead Modeler Modelers Lead Texture Texture Artist Lead Matte Painter Matte Painter FX Lighting Artists Compositing Supervisor Ben Girard Julie Cardinal Stéphane J.C. Paradis Christian Garcia Gaël Jacques Robert de la Cruz Patrick Ménard Nicolas Fortin Catherine Langevin Philippe Langlois Martin Sabran Sébastien Chartier Jonathan Germain Patrick Martel Jean-Sébastien Ouellet Marc Morissette Compositors Mathieu Chatelier Daniel Gaudreau Martin Larrivée Alexandre Tremblay Virginie Goulet Stéphane Rioux Didier Bertrand Jean-François Ferland David Harisson Stéphane Paradis Vissal Nguon Ong Sébastien Gagné Éloi Brunelle Claire McLachlan Tracking Patrick Lemay Scot Thomson Kim Richardson Jocelyn Hudon Animation Supervisor Lead Animator Visual Effects by RIOT Visual Effects Supervisor Digital Effects Supervisor Executive Producer Digital Producer Digital Production Manager Assistant Digital Production Manager Production Coordinators Production Assistant CG Supervisor Integration Supervisor Integration Artist Textures & Integration Lead 3D Artist 3D Artists Lead Modeler Concept Art and Matte Paintings Sequence Supervisors - 40 - David M.V. Jones Kelly Bumbarger Lindsay Burnett Les G. Jones Mark Edwards Dustin Foster Jennifer Avery Tony Barger Marla Neto Alison Middaugh Tim Conway Alexander Tirasongkran Del DePierro Jason Yanofsky Hiro Okubo Brian Lutge Shuichi Suzuki Aaron Sims Andy Rafael Barrios Christopher Scott LeDoux Brian Smallwood Anthony Kramer Shane Christopher Wicklund Robert Adams Matt Donnan Cecile Tecson Sean Looper Michael Taylor Marissa Walker Jose DJ Marquez Glenn Clyatt Compositors Jr Compositors Roto/Paint Paint Pipeline Architect Production Executive Production Manager Production Accountant Engineer Visual Effects by Entity FX Visual Effects Supervisor Visual Effects Supervisor Head of Production Supervising Producer Visual Effects Producer Visual Effects Coordinator Lead Compositors Mat Beck Brian Harding Trent Smith Dan Rucinski Jason Sanford Krista Maryanski Rob Reinhart Takashi Takeoka Kaz Yoshida David Alexander Roger Kupelian Jason Dunn Rik Panero Mike (Pharoah) Barrett Ian Wilson Matt Collorafice Suzette Barnett Dan Blank Sarah Grossman Ante Dekovic Jeremy Renteria Dax Siplin Todd Daugherty Viet Nguyen Christopher Blazick Nate Smalley Aaron Leichter Nate Ilejay Lead 3D Environments Head of 3D Matte Painter & Conceptual Artists 3D Artists Compositors Rotoscope Artists Head of Technology Systems Engineering 3D Technical Support Data I/O Visual Effects by FURIOUS FX VFX Supervisor Kevin Lingenfelser CG Supervisor Mark Shoaf VFX Executive Producer Scott Dougherty VFX Producer Tiffany A. Smith CG Artists Chris Mackinnon Bryan Shepperd John Baker Compositors Sean O’Connor Kim Pepe - 41 - Frank Maurer Kristine Lankenau Visual Effects by LOOK Effects Inc. VFX Supervisor Max Ivins VFX Producer Melinka Thompson-Godoy Digital Supervisors Brad Kalinoksi Buddy Gheen Digital Compositors Christian Cardona Doug Witsken Andranik Taranyan Michael Collins Martha Soehendra Zachary Lo Chad Schott 3D Supervisor Michael Capton 3D Artists Shawn Lipowski Antonello Stornelli Alex Hsu Visual Effects by Rising Sun Pictures VFX Supervisor Tom Proctor VFX Producer Martin Wiseman Senior Matte Painter David Woodland CG Supervisor Carsten Kolve Compositing Lead Keith Herft Animation Lead Dylan Yeo FX & Shading Lead Miles Green Lighting Lead Luke Millar Modeling Lead Nick Pitt-Owen VFX Production Manager Katrin Arndt VFX Coordinator Jenny Basen VFX Editor Nick Murphy Additional Visual Effects by Ollin VFX VFX Supervisor Charlie Iturriaga Associate VFX Supervisor Arriaga Adriana VFX Producer Robin D’Arcy 2D Supervisor Natalia de la Garza 3D Supervisor Victor Lizarraga 2D Compositor Jorge Mendoza Additional Visual Effects by Cinesoup VFX Supervisor/Producer John Grower Compositor John Carey Supervising Sound Editor/Designer Craig Henighan Sound Mixers Paul Massey David Giammarco Craig Henighan Supervising Dialogue Editor Helen Luttrell Supervising ADR Editor Jill Purdy MPSE Sound Effects Designers Warren Hendriks Derek Vanderhorst Paula Fairfield MPSE Carla Murray MPSE Foley Artist Steve Baine Foley Assistant Gina Gyles Rotoscope Artist - 42 - Foley Recordist Additional Foley Editing Sound Recordists Peter Persaud Tim Rakoczy Tim Gomillion Dennis Rogers Re-Recording Engineer William Stein Digital Intermediate by Modern VideoFilm Inc. DI Colorist Skip Kimball IQ Artist Roger Ames Berger DI Post Supervisor Zara Roberts DI Scheduling Manager Wendy Romo Digital Imaging Kris Gregg VP Feature Post Pat Repola Account Executive Tal Fiala Main Title Design by PIC Pamela Green Jarik Van Sluijs Florian Bailleul Sarah Coatts Julio Ferrario Storyboards Drawn by Spirit Logo Designed by Spirit Meat Chart Illustration by Frank Miller Steve Miller Geof Darrow Music Supervising Music Editor Jeff Carson Score Recorded and Mixed by Fred Volger Scoring Assistant Krystyna Newman Orchestration Greg Jamrok Electronic Programming Assistant Marty Frasu Pro Tools Operator Thomas D. Graham II Music Preparation JoAnn Kane Music Service Vocalist Diana Newman Score Recorded at Newman Stage, Fox Studios Score Mixed at M5 Studios, Malibu "Deutschland Uber Alles" Performed by Captain Helmut Witten and the German Airforce Band Written by Joseph Haydn Courtesy of Legacy International "Falling in Love Again" Performed by Christina Aguilera Produced by Linda Perry Written by Frederick Hollander and Sammy Lerner Christina Aguilera appears courtesy of Sony/BMG Music Entertainment ODD LOT ENTERTAINMENT EVP Worldwide Distribution & Acquisitions - 43 - Brian O’Shea EVP Business & Legal Affairs Senior Vice President Finance VP Worldwide Marketing and Publicity Executive, Physical Production Creative Executive Accounting Manager Manager, International Affairs Executive Assistant to Ms. Del Prete Assistant to Ms. Del Prete Office Coordinator for Ms. Pritzker Assistant to Ms. Pritzker Assistant To Mr. Lischak Assistant to Ms. McDonough Assistant to Mr. Michiel Assistant to Mr. O’Shea Aaron Michiel Natalya Petrosova Andrew Boyd Chris Ranta James Smith Yvette Pereira Shirley Kim Jasmine Mohamed Mandi Hicks Marcie Friedman Erika Pahk Jamie Abramowitz Craig Thompson Nat McCormick Wei-ning Yu BATFILM PRODUCTIONS, INC. Assistant to Mr. Uslan Batfilm Assistants Jacqeline Knox David Uslan Chad Sugerman LIONSGATE Executive Vice President, Production Donna Sloan Senior Vice President, Production John Sacchi Supervisor of Production Curtis A. Miller Supervisor of Production Rosemary Lara Manager of Production Bree Bailey Senior Vice President, Post Production Carl Pedregal Manager, Post Production Mark W. McCoy Assistant to Mr. Paseornek Lindsey Ramey Assistant to Ms. Sloan Ami Cohen Assistant to Mr. Sacchi Jina Jones Executive Vice President, Business & Legal Affairs Robert Melnik Assistant to Robert Melnik Megan Hughes Executive Vice President, Corporate Operations Wayne Levin Vice President, Business & Legal Affairs Charlyn Adkins Contract Administrator Bill Jacks Manager of Production Accounting Mark Pedante Attorney Simon R. Lamb Co-President, Theatrical Marketing Tim Palen Co-President, Theatrical Marketing Sarah Greenberg Vice President, Assets and Unit Publicity Yon Elvira President of Music Jay Faires General Manager & Executive Vice President, Business Affairs Lenny Wohl Music Clearance & Licensing Jeanne Fay Senior Coordinator, Music Diana Beas Budget Coordinator Chris Brown Soundtracks & Digital Chris Fagot The Producers Wish To Thank: - 44 - Ann Eisner Carl Gropper Denis Kitchen T. Jay O’Brien Terence Jay O’Brien Madeline “Chicky” Del Prete Richard Del Prete Lexi Alexander Abby “The Goose” Pucker Maggie “Snub” Pucker Jessy “The Bonz” Pucker Ron Wray The Film Commission of New Mexico Lisa Strout Jennifer Schwalenberg Ann Lerner State of New Mexico Albuquerque Studios Joyce Smith, Southwest Suites and The Studio Concierge Suzanne Brace & Lauren Mora, Advantage Rent A Car Julie Magoon & Gary Medina, Aquila Travel Wendy Shaw, Candlewood Suites Yvette Tapp, Mountainair Films Inc. Ursula Garcia, Hyatt Regency Albuquerque Imperial Limousine Service Bulgari Nokia Mobile Phones Pepsi Aquafina Campari Liquor Mr. Miller Wishes To Thank: Button Neal Adams Johnny Craig Geof Darrow Flint Dille Jack Kamen Mark Lichtman Hildy Mesnik Paul Pope Robert Rodriguez Bob Schreck Diana Schutz Jim Shooter Bill Sienkiewicz Silenn Thomas Tyler Wright Cyclone Monkeyface Pickle Remus Romulus Skunk Stretch - 45 - White Gown worn by Eva Mendes designed by Mark Zunino Book “Jason and the Golden Fleece” © Frances Lincoln Publishers Crime SuspenStories courtesy © William M. Gaines Agent, Inc. Production Financing Provided By Continental Entertainment Capital and Qualia Canyon Capital Partners, LLC Insurance Provided by Completion Guaranty Provided by AON/Albert G. Ruben Insurance Services, Inc. International Film Guarantors Michael Levine Tracy McCollum Michael Harker Additional Production Legal Babock & Levin, LLP Travel Arrangements Provided by Aquila Travel Chapman Camera Dollies provided by Serious Grippage & Light Co. Lighting and Grip Equipment Provided by New Mexico Lighting & Grip Phantom Camera by Abel Cinetech Filmed with remote cranes and heads from Panavision Remote Systems Panavison [logo] No. 44585 Motion Picture Association of America [logo] International Brotherhood of Teamsters AFL-CIO [logo] This Picture Made Under The Jurisdiction Of I.A.T.S.E. Affiliated with A.F.L.-C.I.O.-C.L.C. Filmed at Albuquerque Studios American Humane Association monitored the animal action. No animal was harmed. (AHAD01021) The characters and incidents portrayed and the names herein are fictitious, and any similarity to the name, character or history of any person is entirely coincidental and unintentional. - 46 - The persons and events in this motion picture are fictitious. Any similarity to actual persons or events is unintentional. This motion picture is protected under the laws of the United States and other countries. Any unauthorized duplication, distribution or exhibition may result in civil liability and criminal prosecution. © 2008 Spirit Films, LLC. ALL RIGHTS RESERVED The Spirit trademark is owned by Will Eisner Studios. Inc. and is registered in the U.S. Patent and Trademark Office. 122208 - 47 -