Synopsis:

The submarine U.S.S. Manta had a perfect record until the mysterious death of its captain. The next-in-command, Lt. Richard Brice (Greenwood) is determined to steer his disheartened crew back to safety. But after three battle survivors board the sub, bizarre and frightening things begin to happen. As the eerie tale unfolds, and crew members begin to disappear, Ensign Douglas O'Dell (Davis) must piece together the puzzles of the submarine's past before it is too late to resurface alive.

Production Notes

-Notes provided by Dimension Films-
The terrifying essence of submarine travel is that once you are submerged beneath the ocean, it is as if a final door has shut, and there is no chance of escape Whatever accidents, crimes, mechanical breakdowns or battles take place, you are beyond help and beyond judgment Miles below the frigid sea, sealed off from the outside world, separated by steel and billions of gallons of water, you are isolated and utterly alone Unless you have uninvited company.

In BELOW, the supernatural thriller plunges into the deep claustrophobia and sensory deprivation of the underwater world with a tale of an inexplicable haunting at sea Director David Twohy dubs his tense, suspense-driven film a "submarine noir," a story about what lies beneath the surface, both of the ocean and in the human mind.

In this already some realm of scarce oxygen, heart-stopping sounds and uncomfortably close quarters, it is impossible to tell the dividing line between shadows or reality, sea noises or screams, mind-games or a ghostly reckoning for a terrible wrong.

The fear provoking tourney begins as the crew of the USS Tiger Shark, a Word War II sub prowling mid Atlantic waters for German U-Boats, heads for its homeport in Connecticut. At the end of a long and deadly mission, the crew is ordered to take on three survivors of a torpedoed British hospital ship. To the shock of the men, the refugees include a female nurse, who reminds them of the age-old fable that a woman on a submarine brings bad luck. Indeed, bad luck begins to chum all around, as the sub finds itself unable to surface, putting them all at risk of oxygen deprivation. Making matters worse, the alluring new passenger begins to ask probing questions about the recent death of the sub's captain.

Soon, the crew finds itself battling not only the Germans but for their own sanity as ghoulish apparitions, disturbing noises and spontaneous accidents begin to plague the journey home. The chain of command breaks down, as does the men's courage and certainty, until absolute chaos reigns in the tight spaces of the boat. Is it lack of air causing primal fears to emerge? Are the untrustworthy newcomers playing some sort of deadly game? Could it be the unsettling presence of a woman? Or is there something aboard the sub that, like the crew, cannot find a way out?

BELOW dives into the deepest human fears - fear of strangers, fear of being trapped and fear of the unknown -- to explore a unique realm of reality-based psychological terror.

Sums up star Bruce Greenwood: "BELOW is a psychological thriller about men who make a terrible choice and have to live with it in a confined space as their sanity begins to unravel and the ultimate, even otherworldly, consequences of their mistakes become more and more uncertain."

BELOW is directed by David Twohy from a script by Darren Aronofsky, Lucas Sussman and Twohy. The film features a cast of rising young stars including Bruce Greenwood, Matthew Davis, Olivia Williams, Scott Foley and Holt McCallany.

A Haunted House Under The Sea
The chilling, spectral journey of BELOW first unfolded in the mind of screenwriter Darren Aronofsky, renowned for such daring scripts as "Pi" and "Requiem for a Dream." He envisioned a sophisticated haunted-house story -in the vein of those moody, character-driven shockers from an earlier era - but this time set deep beneath the sea. When director David Twohy was brought into the project, fresh from the stylish sci-fi thriller "Pitch Black," staring Vin Diesel, he was immediately compelled by the potential to take both the submarine and supernatural genres to places they had never gone before.

Says Twohy: "I think this story addresses one of the big holes that always pops up in haunted house films - that is, any don't just the characters just leave the house? But once you're on a submarine and you've got a German destroyer on top of you dropping depth charges and you're unable to surface even though you re running out of air to breathe, the stakes completely change I felt that the sense of claustrophobia and psychological fear endemic to this set-up would add something delicious, visceral and new to a supernatural thriller."

But rather than follow the conventions of either typical horror or underwater action tales, Twohy immediately envisioned taking the shadowy, menacing atmosphere of film noir and submerging it at the bottom of the ocean.

"I didn't want to make a monster move where the enemy is obvious and out in the open," says Twohy. "I wanted to make a true ghost story, by focusing more on the psychology of the situation and keeping the audience constantly guessing as to whether what's happening is all just mind games or has some more mysterious supernatural cause."

He further explains: "Rather than showing and telling the audience everything that's going on, I want to play with, prey upon and tempt their imaginations to come up with answers to the questions that are raised by the story." To accomplish this, Twohy played up the natural perils of submarine travel - including the danger of hydrogen narcosis, a condition that in early submarine battles, was noted for causing wild hallucinations and nightmarish visions that have been compared to LSD. Once the crew is breathing in hydrogen, nothing they see, hear or think is entirely trustworthy, or so they've been led to believe.

Twohy also mapped the inner psyches of each of the main characters in order to bring their darkest individual secrets and hidden flights to the fore as the story's harrowing events unfold.

"The idea is that as the tourney progresses, different fears are protected unto each main character in the boat," he explains. "The audience starts off only getting part of the picture, but slowly you begin to learn why these men are where they are, what's going on and who's really in charge of the boat."

The Crew: The Men- and Woman- of the U.S.S. Tiger Shark
In BELOW, each member of the USS Tiger Shark has his own personal fear, and his own personal suspicions, to face.

Although the men have grown close over their mission, once the unexplained sightings and events start occurring, even their battle-tested bonds of trust begin to fade. Now, it is every man-and one woman-for themselves as they struggle to figure out whether the strange occurrences are in their own fear-driven psych-out or a true curse, an evil malediction, against the entire sub.

The crew is made up of young men with very little experience at sea, a situation that was common on Word War II submarines. Explains David Twohy: "In World War II, they discovered that younger men did far better than veteran commanders on submarines, because they would really take big risks and go out there and destroy slips at their own peril These are the kind of men aboard the Tiger Shark-young, brave and brash, and very much wedded to the chain of command."

At the top of the sub's hierarchy of power is Lieutenant Brice, who has taken over the ship after the unexpected death of the ship's real commander, Captain Winter. Brice has all the requisite charm and savvy of a born leader, yet his authority is constantly undermined by his lack of experience, his indecisiveness, and most of all his searing sense of personal guilt over recent events. Brice is played by Bruce Greenwood, last seen playing President John F.

Kennedy in "Thirteen Days."
For David Twohy, this last role convinced him that Greenwood was perfect for the tough but tormented Brice. "I wanted somebody who could playa classic American hero with a flawed twist," he explains. "I knew that anyone who could carry off JFK would be able to embody everything that Brice wants to be in life, even if he hasn't quite succeeded." Greenwood responded to the way the script for BELOW puts the audience directly in the divers seat. "I love that in the movie its up to each person to come up with their own interpretation of events," he comments. "Is there some netherworld presence at work on the sub or is there a more logical explanation for what's happening? It's up to you to make up your own mind You have to suss out whether things are really as they appear to be." Certainly Brice is having trouble sussing out his own understanding of what's happening and why, even though he has secret suspicions he won't voice Greenwood provides the following profile of Brice's personality: "Brice is an ambitious career officer and always figured he would go on to become a captain of his own ship But then he makes a terrible choice that kind of unravels his psyche and sets off this harrowing chain of events I think his conscience preys on him to the point that he just stops functioning It eats at him and eats at him until his behavior becomes more and more questionable, until he's not even sure what's real and what's inside him. It turns out maybe he wasn't made for command.

He has to face the worst nightmare of his life."

Greenwood was particularly interested in how Brice's personal demons begin to clash with what's going on inside the other men - clanging up against their own deepest tenors and suppressed secrets. "I find that what's most interesting about this story is the way you see the personalities of the men begin to shift under pressure," he says. "At first, you see a group who really work well together because so much is at stake in the War, but then even that starts to fall apart Things start to really become confusing, because nobody knows who to trust, or if they can even trust what they are seeing and feeling themselves That's a very interesting dramatic situation for an actor."

Greenwood also found the air of tension between Brice and the British nurse on board to be a fascinating situation, one rife with power struggles undercut by subtle sexual tension.

"I think Brice sees that Nurse Paige threatens the boat because she's splitting the men's focus," he notes. "But it's also his ego that's at stake She steps on his toes as the commander, and he knows he has to do something about it, even if he turns the whole boat against her."

Lieutenant Brice is protected by the boat's iron-hearted second-in-command Lieutenant Loomis, a courageous young soldier who is certain he can find a rational explanation for what is happening to the submarine and its trapped crew. Loomis is played by Holt McCallany (recently seen in the psychological thriller "Panic Room") who liked that the film is, beneath its supernatural twists and turns, about real people grappling with tough choices. "Deep down, the story reveals how different people face fear and difficult decisions, and it's about how the consequences of a simple decision can be very dire," he says.

"It's a story that gives the audience lots and lots of clues along the way - some of which might only become apparent much later. Not everything is as it seems in BELOW and that's a lot of fun to play with."

Also intriguing to McCallany was the idea of going back in time to portray a soldier with a near-invincible belief that he can handle anything - at least any earthly thing. "I really wanted to embody what it meant to be a soldier in that period," he explains.

"It was a time when young men from the U.S. and Britain knew that they were fighting for something important and that gave them this enormous feeling of enthusiasm and hope and resolve I think you have to start from this place with these characters, and that makes it more interesting to watch them descend into moral quandaries and desperate fear."

On the subject of who Lieutenant Loomis really is, McCallany says: "I see him as a very, very good soldier, but even brave men have a moment when they're faced with something that terrifies them and sometimes, if you let fear control you, you'll make a choice you later regret. This is what happens to Loomis.

He's a great soldier who made one wrong choice and now his world falls apart."

It is young officer Ensign O' Dell who becomes the Tiger Shark's conscience as the sub struggles to survive, probing the mysterious sources of terror in the boat's secret history. O' Dell is played by rising young star Matthew Davis, last seen in "Blue Crush," who found the script defied his every expectation. "When I heard this was a supernatural submarine movie, I had a preconceived idea of it, but once I started turning the pages, I was completely caught up in figuring out what was happening to these characters," he says. "The tension kept building but at the same time, I felt like the story didn't give anything away, it never told you what to believe.

There's that underlying touch of realism to the supernatural occurrences, so you always have that feeling it could be all in your head... or maybe not."

Davis gives the following dossier of O' Dell' s inner psyche: "He' s young and extremely optimistic and a bit nave, but most of all he's a guy who really believes in what he's doing. He puts faith in the chain of command, and he looks Lip to his superior officers like older brothers, always wanting to do well by them, always wanting to impress them.

And yet, when things start breaking down, he's also smart enough to abandon that chain of command if that's what it takes to save his life and the lives of people he cares about."

It is also O' Dell who develops the closest and most compassionate relationship with Nurse Paige, which immediately brings him under suspicion from his fellow officers. "I don't think O' Dell is quite as superstitious in the beginning as everybody else," observes Davis. "He sees himself as a gentleman who thinks that a woman should be treated well no matter where she is, so he goes out of his way to extend his respect.

But by treating her kindly, he finds himself distancing himself from the other men, which is not what he wants to do at all. Now, he is even more isolated on the sub."

For Davis, one of the most illuminating things about making BELOW was experiencing the confined spaces of a submarine and observing the fracturing effect of such close quarters on his own psychological makeup 'You realize that these subs are extremely small, cramped, hot, sweaty and horribly claustrophobic and on top of that you have the constant thought that you're trapped under billions of gallons of water This kind of atmosphere could definitely give you bad nightmares,' he comments " I think we all got a sense of what these men went through for seven weeks at sea and how it plays tricks with your sanity."

And then there are the interlopers, chief among them Nurse Claire Paige, whom crewmembers refer to "as the best-looking bad luck" they ever saw Olivia Williams, who last confronted fear as Bruce Willis' wife in M. Night Shymalan's "The Sixth Sense", plays Nurse Paige Williams was thrilled to take on the role of a woman in a place women have rarely been seen in movies.

"When I tell people I've just starred in a submarine movie, they assume that I'm somewhere weeping on the shore," she comments. "But my being on the sub is especially interesting, became Claire becomes the scapegoat for everything that's happening I like that the film gets into the psychology of how people react to strangers and outsiders and what happens inside people's heads when things really start to go wrong -you know, who do you blame and what explanations do they consider?"

For Williams, the terror of submarines, even without the supernatural elements that creep into BELOW, was heightened by the production. "I think there's a lot of absolute fear involved in being in this enclosed space that's very prone to explosions and disasters in the first place," she says.

"If you die on a submarine, its pretty guaranteed to be a horrible, slow, inescapable kind of death, so that is always with you. And then there are the games your mind plays on you when you are all alone like that It makes what's really happening versus fantasy very hard to pin down."

As an outsider, Nurse Paige is in a unique position to size up the men and their personal politics on board, including their strengths and weaknesses Williams describes them like this: "Lieutenant Brice has the attraction of a man who is in control - there's a certain I'm-coping-as-best-as-I-can charm about him at first, but then that begins to break down as the truth comes out about him. His second in command Loomis is this extremely brave, iron man who comes off as rather threatening to Nurse Paige.

But the character with whom I really click is O' Dell, who realizes that Claire is much more than just some dippy broad and that she has the ability to observe what's happening on the boat with some circumspection. When they team up, they have a better chance of seeing more clearly into what's going on, or so they hope."

Once assembled, the entire cast of BELOW was sent to "Sub School" where they learned first-hand about the daily discomforts and dangers of life on a Word War II submarine, as well as how to operate basic submarine controls. Then, to further heighten reality, the filmmakers created a hydraulic set in London's Shepperton's studios that pitched, yawed, popped, cracked, rattled and rolled, lust like a real submarine.

To top it off, David Twohy pre-designed certain sounds -including depth charge explosions, whale songs, engine whines, propeller whirs, torpedo launches and various unidentifiable pings and screeches - and played them on the set to add to the already sinister atmosphere Recalls Bruce Greenwood "When you were on the set, you really felt like you could go down at any moment I mean, if you blindfolded someone and brought them onto our set, they'd believe they were on a submarine."

For Olivia Williams, the effect was dizzying. "You learn the hideousness of never being able to move without ducking your head or pushing past someone, and about the overpowering smell of so many people in such a small space Sometimes I found myself almost gasping for air." Adds Stephen Foley: "Being in this atmosphere really helped us to get acclimated to the constant uncertainty of sub life. Thank God we were all able to go home at night or we probably world have been in danger of losing our minds lust like the crew of the Tiger Shark."

Submarine Noir
In the long tradition of submarine movies, from 1958's "Run Silent Run Deep" to the modern classic "Das Boot" to "The Hunt for Red October," there have been certain lasting stylistic conventions of shooting submarines, usually emphasizing their long, tight corridors and cold steel exteriors conventions David Twohy wanted to break away from.

Rather than harking back to the submarine tradition, Twohy's look for BELOW was more inspired by film noir, by lighting and camera movement that emphasize deep shadows, anxiety-producing camera angles and a visually-aided aura of suspicion. Twohy substituted waterlogged quarters for rain-slicked streets and blacked-out hallways for the dimly lit hotel rooms usually found in classic noir.

Says Twohy: "In the submarine genre, everyone looks to 'Das Boot,' which was all about cinema verite, but I wanted to do something more classically noir with more of a placed camera I wanted the sets to allow for more angles and more impressionistic lighting, to really bring the essence of the supernatural thriller to the location of a submarine, instead of the other way around."

From the beginning, it was clear that doing the would require innovative sets and cutting-edge digital effects. The film's exteriors were shot on the USS Silversides, an authentic Gato-class Word War II era sub that sunk 23 Japanese boats, which is normally moored in Muskegon, Michigan but was towed to Lake Michigan for on water filming.

However, the interiors and underwater shots were a different story. The former were created on production designer Chares Lee's dynamic, tilting sets and the latter were brought to life digitally by special effects supervisor Peter Chiang.

Lee's sets were created in par on the fabled "007" stage at London's Pinewood Studios, where one of the word's largest indoor shooting tanks also resides. Here, he built fully modular sub quarters operated by hydraulics.

Explains Lee: "Our first idea was to create a set using whatever parts we could off of real boats, but a real boat weighs so much that you just couldn't do what we wanted with it. We wanted a set that could lift, tilt, shake, jiggle and more. We ended up fabricating everything ourselves from top to bottom.

Then we designed these scissors tacks that just pick up the whole set and tilt it." Ultimately, it took about sixty people working for fourteen weeks to design and manufacture the sets.

Lee worked closely with David Twohy to make sure his sets wend allow for some of the innovative photography the director wanted to go after with cinematographer Ian Wilson. Lee explains: "Most submarine movies are shot kind of along the length of the boat, but David wanted to shoot across the boat and from underneath. So we basically raised the whole set and created 'flying walls' that could float out." Lee continues: "Creating a set that can move and shake is no easy matter, because each compartment where we were shooting weighs about twenty tons We had to come up with fairly interesting ways of being able to move the set yet still have crew standing on either side and not getting in the ways."

The designs of the interior set modules were based primarily on the various stations of the USS Silversides, but each area was about 25% larger than the real sub in order to accommodate the still tightly squeezed camera and lightning crew.

Says David Twohy: "The sets are probably 95% accurate to a real submarine. Our technical advisor was very impressed - he said we came so dose that not only did it look real, it even smelled like the real thing." Sums up producer Sue Baden-Powell: "Charles made the kind of sets that you're really proud of, that you want to show people, but at the same time were remarkably filmable, giving David everything he needed to get different camera angles and provide a real sense of claustrophobia along with a real unique sense of style."

Peter Chiang, who previously worked with Twohy on "Pitch Black" was tapped again as visual effects supervisor for BELOW. This time he was handed the challenge to create realistic digital underwater submarine shots - since finding a 1943 submarine that world be able, or allowed, to dive to the bottom of the ocean was impossible.

Although such images have traditionally been shot using miniatures, Chiang made the decision to go entirely digital " We felt that technology has now reached a point where you can generate these types of images digitally rather than go for the more traditional sort of motion-control miniatures in smoke-filled environments," he explains.

"This allowed us far more control, gave us the freedom to play around with different looks and also allowed us to play with the movement If David Twohy wanted to change the direction of the submarine's travel, we lust went to our database of submarines Instead of having to go back to the miniatures stage and shoot motion control again, we could lust generate a new shot in the computer."

Chiang began his assignment by watching every submarine movie he could get his hands on, from early classics to recent blockbusters. Then he and his crew all took diving courses to get comfortable working underwater to shoot the physical effects scenes outside the sub, such as when three crew members, attempting to fix a leak, find themselves in the midst of a school of Manta Rays.

He says: "The ultimate goal throughout was to really capture the essence of how the underwater environment looks, feels and sounds, whether using digital or physically created effects. The end result is that the audience isn't questioning how the submarine dives-they're questioning what's going on in the crew's minds and what might lie behind the darkest comers of the sub."

CAST BIOS

BRUCE GREENWOOD ("Brice")

Bruce Greenwood earned rave reviews for his dazzling portrayal of John F. Kennedy in the Cuban missile crisis drama "Thirteen Days." The 2001 film also brought him media attention that his subtle and beautifully detailed heroes and villains-the comic, the romantic, the bruised and the beaten, the mysterious and the evil- have long deserved.

After an accident shattered both his knee and his dream of skiing professionally, he enrolled at the University of British Columbia, where he discovered and fell in love with acting. His decision to carve a career from this passion was followed, expectedly, by a period of benign poverty and an array of odd and occasionally dangerous jobs.

That changed in the mid-'80s when, as Dr. Seth Griffin of the acclaimed "St. Elsewhere," he established himself as a leading man. During the next ten years he worked constantly, starring in television movies and series including the short lived, deeply revered "Nowhere Man" (1995-96).

Since 1997, Greenwood has focused his considerable energy on feature films, creating a staggering range of characters. Until "Thirteen Days", he was best known to moviegoers as the husband-victim-villain in "Double Jeopardy" with Tommy Lee Jones and Ashley Judd.

But his greatest acclaim had come from his work in independent film: as the grieving father in Atom Egoyan's searing "The Sweet Hereafter" (1997), for which he received a Canadian Oscar nomination as Best Actor, and for his star turn in Egoyan's earlier "Exotica" (1994).

In demand by studios and independent filmmakers, he continues to work for both. This season will also see Miramax's "Ararat", his third film with Egoyan, and the release of Guy Ritchie's remake of "Swept Away", in which he stars opposite Madonna, and of Paramount's adventure "The Core." He is currently commuting cross-continent for starring roles in "Two Cops" with Harrison Ford and Josh Hartnett and the independent "Republic of Love."

MATT DAVIS ("Odell")

Matt Davis recently starred in Universal's summer surf movie "Blue Crush" opposite Michelle Rodriguez and Kate Bosworth He will soon be seen in "Lone Star State of Mind" with James King and Joshua Jackson.

Davis is best known for his role opposite Reese Witherspoon as 'Warner,' the boyfriend everyone loved to hate in Robert Luketic's smash comedy "Legally Blonde." Davis received critical acclaim for his breakout performance in Joel Schumachees "Tigerland," in which he starred alongside Colin Farrell, playing a writer who gets shipped off to war. Davis's other film credits include "Urban Legends: Final Cut" and "Pearl Harbor."

Davis was born in Salt Lake City, Utah and began his acting career while spending a summer in New York performing in plays like "You Cant Take It With You," "Antigone" and "Romeo and Juliet."

Davis currently resides in Los Angeles with his two red nosed pitbulls.

OLIVIA WILLIAMS ("Claire")

Since making her motion picture debut in 1997 opposite Kevin Costner in the Warner Bros. film "The Postman," Olivia Williams has become one of the hardest working actors in Hollywood.

In 2002 audiences will see Olivia star in Paramount's film "Lucky Break" from "Full Monty" director Peter Cattaneo, and in the independent feature, "The Man From Elysian Fields" in which she co-stars with Andy Garcia, James Coburn, and Anjelica Huston. Both films premiered at The Sundance Film Festival.

Most often remembered for starring opposite Bruce Willis and Haley Joel Osment in the 1999 summer blockbuster "The Sixth Sense," Olivia also costarred in the critical favorite "Rushmore" with Bill Murray and Jason Schwartzman, and in the independent feature "Four Dogs Playing Poker' which was directed by Paul Rachman (co-founder of the Slamdance Film Festival). In the past year, she was seen in the British romantic comedy, "Born Romantic," with Catherine McCormack and in the thriller "The Body," opposite Antonio Banderas.

Olivia began her career in the theatre. A native of Great Britain, she earned a degree in English at Cambridge University, then studied drama at the Bristol Old Vic Theatre School for two years. Olivia also worked with the Royal Shakespeare Company in both Stratford-upon-Avon and London A four month tour of "Richard III", featuring Ian McKellan in the title role, brought her to the United States as a member of the company and to the attention of Kevin Costner, who handpicked her for his film.

Olivia is currently on location in the UK filming "Heart of Me," opposite Helena Bonham Carter.

HOLT McCALLANY ("Loomis")

Holt McCallany is expected to break from the pack this year and turn the respect he has long had from directors and fellow actors into wider recognition and popular acclaim. His commanding physical presence and incredible range have recently taken him from portrayals of a fantasy hunk in "Mumford" to a rigid Army captain in "Three Kings" to a brutal extremist in "Fight Club."

He has recently completed filming on "Against the Ropes," in which McCallany costars with Meg Ryan and Omar Epps, directed by his long-time friend Charles Dutton.

Dutton and Twohy are new to the long list of directors who have had the opportunity to work with him, a list that also includes Lawrence Kasdan, David Fincher, Mimi Leder, William Friedkin and John Milius.

His filmography also includes "Men of Honor," "Jade," "The Devil's Advocate" and "The Peacemaker." He has also starred in prestigious longform television projects including "The Rough Riders." with Tom Berenger and Sam Elliott and "Tyson," opposite George C. Scott and Paul Winfield. McCallany's background is its own great odyssey.

Born in New York and raised in Nebraska, at 14 he ran away to Los Angeles to become an actor, but ended up toiling in a screwdriver factory. His parents eventually tracked him down and sent him to school in Ireland. After graduation, he studied theater in Paris and then came home to New York, where he made his debut in the Broadway production of "Biloxi Blues."

SCOTT FOLEY ("Coors")

Scott Foley recently starred as Noel Crane on the critically acclaimed WB series "Felicity." Foley made his feature film debut in Wes Cravens "Scream 3" for Dimension Films and recently completed production on the indie feature "Rennie's Landing" opposite Ethan Embry, Peter Facinelli and Jennifer Garner.

Born in Kansas City, Kansas, Foley relocated often during his childhood due to his fathers career in international banking. He lived all over the world, including Sydney, Australia, and Tokyo, Japan. Foley attended high school in St. Louis, Missouri, performing in school and community theater productions.

Ever determined, Foley never wanted to do anything else but act. After graduating high school, he bought a one-way plane ticket to Los Angeles. Knowing little about Los Angeles except that "The Tonight Show" taped in Burbank, he figured that was the place to live. With limited funds, he rented a "sleeping room' and worked constantly, first in insurance and later managing restaurants, while taking acting classes and going to auditions.

In the summer of 1997, Foley landed a theatrical agent and his career skyrocketed. Within one month he landed a guest starring role on "Dawson's Creek;" as Cliff, the high school quarterback who successfully challenged Dawson for Jen's romantic interest Foley parlayed his one episode stint into a five episode ark. His other TV credits include, "Zoe, Duncan, Jack and Jane" and the NBC movie-of-the-week, "Crowned and Dangerous."

ZACH GALIFIANAKIS ("Weird Wally")

Many comedians can only dream of being plucked off the comedy circuit and given their own television show. But for Zach Galifinakis, this dream came true when he was chosen to host and co-produce his own late night television show on VH1, "Late World With Zach."

Born and raised in the small southern town of Wilkesboro, North Carolina, Zach, the middle of three children, would perform skits with his siblings in front of his parents. Zach recalls being funny early on in life and he truly believes that besides collecting firewood, this is the only thing he's really good at.

Zach attended North Carolina State University pursuing a degree in Communications and Film. After failing the last course by two points, he got frustrated and decided to move to New York City and give acting a try.

Upon arriving to the big city he took acting classes with various personal instructors. But it was a fellow actor/struggling comedian that realized his talent and convinced him to do stand up. Following her advice, Zach found himself doing stand up under very peculiar situations.

His standup career began in the back of "Hamburger Harry's," a restaurant in Times Square. He also recalls standing on stools in bars around the city, performing at various coffee houses in the upper west side and also trying to humor "drunk prom kids making out on the floor' aboard a cruise boat.

Zach has a number of theatrical and film performances to his credit. His film credits include Disney's "Out Cold;" Touchstone Pictures "Bubble Boys" and "Corky Romano," and MGM's "Heartbreakers." Zach's comedy training comes from HB Studios, Wallace Shawn private instruction and North Carolina School For the Arts. He performed for several years at comedy clubs such as The Improv Group in NYC, The Comic Strip, Stand Up NY, and The Duplex.

Zach currently resides in Los Angeles.

DEXTER FLETCHER ("Kingsley")

Born and raised in London, Dexter Fletcher got an early start on the big screen as a child actor in Alan Parkees "Bugsy Malone," starring Jodie Foster. However, film audiences are most familiar with Fletcher from his turn in Guy Ritchie's "Lock, Stock and Two Smoking Barrels." His other film credits include "Pandemonium," "The Rachel Papers" and "Revolution."

On television, Fletcher was most recently seen in the award-winning HBO miniseries "Band of Brothers," executive produced by Steven Spielberg and Tom Hanks. He is also known for his work on the long running, successful British series "Press Gang."

Fletcher splits his time between London and Los Angeles.

JASON FLEMYNG ("Stumbo" )

Jason Flemyng has already made a mark for himself on the big screen. Most recently, he was seen as "Bobby Beers" in "Rock Star," starring Mark Wahlberg and Jennifer Aniston and as "Netley" in the Hughes Brothers film "From Hell," starring Johnny Depp and Heather Graham. He is also well known from his leading role in Guy Ritchie's "Lock, Stock and Two Smoking Barrels," and made an appearance in Ritchie's next film "Snatch." Other past film credits include "Bruiser," "The Red Violin," "Rob Roy," "Stealing Beauty" and "The Jungle Book."

He is currently shooting "The League of Extraordinary Gentleman," starring Sean Connery and directed by Steve Norrington.

NICK CHINLUND ("Chief")

Nick Chinlund was born in New York City and attended Friends Seminary in lower Manhattan A history major at Brown University, Nick started doing theater after an injury ended his basketball career. He can currently be seen in the indie film "Amy's Orgasm." His other film credits include "Con Air," starring Nicholas Cage and "A Brothers Kiss." He will next star opposite Bruce Willis in the Antoine Fuqua film "Tears of the Sun."

On television, he has made appearances on the hit Fox sci-fi series "The X-Files" and on NBC's "Law & Order: Special Victims Unit."

Nick currently splits his time between New York and Los Angeles.

FILMMAKER BIOS

DAVID TWOHY (Director)

Award winning writer/ director David Twohy's singular vision has had a strong impact on the world of adventure, fantasy, horror and science fiction cinema, creating the hallucinatory characters and worlds that have consistently redefined the genre, leading to his being named by Entertainment Weekly as one of "the 100 most creative people in Hollywood."

In 2000, USA Films released Twohy's "Pitch Black." A frank but terrifying exploration of darkness, "Pitch Black," co-written by Twohy, was a box-office sleeper hit, and launched the career of rising actor Vin Diesel.

He is currently at work on the film's much anticipated sequel, "The Chronicles of Riddick."

Among Twohy's notable writing credits is the Harrison Ford and Tommy Lee Jones-starrer "The Fugitive" (story and co-screenplay), for which he garnered a WGA nomination for Best Screenplay Previously Produced or Published. Additional writing credits include the pioneering cult classic "Warlock," "Terminal Velocity," starring Charlie Sheen and Nastassja Kinski, for which Twohy also served as executive producer, "Waterworld" (co-writer), starring Kevin Costner, Ridley Scott's "G.I. Jane" (co-screenplay), starring Demi Moore and Dimension Films "Impostor" (co-screenplay), starring Gary Sinise and Madeleine Stowe.

Twohy marked his directorial debut with the Showtime Original Movie "The Grand Tour: Disasters in Time," which he adapted for the screen from Henry Kuttner and C. L. Moore's haunting novella "Vintage Season," starring Jeff Daniels, "The Grand Tout" received the Grand Prix at the Festival Du Film Fantastique and the Golden Scroll from the Academy of Science Fiction, Fantasy and Horror. He was honored again in 1996 by the Academy with the Saturn Award for his feature directorial debut the box-office hit "The Arrival." Also written by Twohy, "The Arrival" starred Lindsay Crouse and Charlie Sheen and was released by Live Entertainment.

Twohy attended California State University, Long Beach, graduating in 1979 with a major in radio/television/film and a minor in theatre arts.

DARREN ARONOFSKY (Executive Producer, Co-Writer)

Brooklyn born filmmaker Darren Aronofsky followed up his directorial debut "Pi," with the critically acclaimed film "Requiem for a Dream." After receiving several awards for "Pi," including the Directors Award at the 1998 Sundance Film Festival, "Requiem for a Dream" captivated both fans and critics alike.

Starring Academy Award winner Ellen Burstyn, Jared Leto, Jennifer Connelly and Marlon Wayans, the movie premiered at the 1999 Cannes Film Festival and was named to over 150 Top Ten Lists of 2000, including the New York Times, Rolling Stone, Entertainment Weekly and the American Film Institute. The accolades continued with five Independent Spirit Award nominations, including one for Best Director and a win for Burstyn as Best Actress. Burstyn also received Golden Globe and Academy Award® nominations for her stunning performance.

Aronofsky is currently in production on his next project with Warner Brothers Studios, an original science fiction film "The Fountain," starring Brad Pitt and Cate Blanchett.

After graduating from Edward R. Murrow High School in Brooklyn, he went on to study live action and animation at Harvard University. His senior thesis film, "Supermarket Sweep," won international awards and was a national finalist in the 1991 Student Academy Awards. In 1994, he received a M.F.A. in Directing from the American Film Institute. The AM again honored Aronofsky in 2001 with the prestigious Franklin J. Schaffner Alumni Medal.

In 1996 Aronofsky and producing partner Eric Watson formed the production company Protozoa Pictures to develop future projects. Protozoa then launched Amoeba Protons - a digital studio- with its first undertaking to design and execute the 100 digital shots in "Requiem for a Dream."

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