WHAT LIES BENEATH

PRODUCTION INFORMATION

Harrison Ford and Michelle Pfeiffer star together for the first time in a suspense-filled thriller from Oscar’ -winning director Robert Zerneckis (‘”Forrest Gump”).

It had been a year since Dr. Norman Spencer (Harrison Ford) betrayed his beautiful wife Claire (Michelle Pfeiffer). But with Claire oblivious to the truth and the affair over, Norman’s life and marriage seem perfect-so perfect that when Claire tells him of hearing mysterious voices and seeing a young woman’s wraithlike image in their home, he dismisses her mounting terror as delusion. However, as Claire moves closer to the truth, it becomes clear that this apparition will not be dismissed, and has come back for Dr. Norman Spencer. .. and his beautiful wife.

Presented by DreamWorks Pictures and Twentieth Century Fox, “What Lies Beneath” is produced by Steve Starkey, Robert Zemeckis and Jack Rapke under their ImageMovers banner. The screenplay is by Clark Gregg, based on a story by Sarah Kernochan and Gregg. Joan Bradshaw and Mark Johnson are the executive producers.

The supporting cast includes Diana Scarwid (HBO’s “Truman”), Joe Morton (“The Astronaut’s Wife”), James Remar (Gus Van Sant’s “Psycho”), Miranda Otto (“The Thin Red Line”), Wendy Crewson (“Air Force One”), Ray Baker (“Girl, Interrupted”) and supermodel Amber Valletta.

Reuniting with Zemeckis behind-the-scenes are several of his longtime collaborators, including Academy Award t-nominated director of photography Don Burgess (“Forrest Gump”), Oscar’-nominated production designer Rick Carter (“Forrest Gump”), who teams \\ ith production designer Jim Teegarden, twotime Oscar'<winning editor Arthur Schmidt (“Forrest Gump,” “Who Framed Roger Rabbit”) and Oscar’ – nominated composer Alan Silvestri (“Forrest Gump”). Working with Zemeckis for the first time are costume designer Susie DeSanto (“One Fine Day”) and Academy A ward R-winning visual effects supervisor Rob Legato (“Titanic”).

ABOUT THE PRODUCTION

When director/producer Robert Zemeckis and producers Steve Starkey and Jack Rapke joined forces to create ImageMovers in 1998. one of the first questions on the table was. naturally. what kind of films they would want to produce. Zemeckis saw it as an opportunity to realize one of his filrnmaking ambitions.

“During our first meetings. Bob said he was specifically looking for a film in the suspense genre,” recalls Starkey. “When DreamWorks gave us Clark Greggs script for ‘What Lies Beneath,’ Bob immediately wanted to move forward.”

“Bob had a very strong vision for the film from the start.” Rapke agrees. “He saw it as a pure suspense movie-perhaps the kind of film Hitchcock would have done in his day. but using the modem technology of today to help tell the story.”

Zemeckis notes, “I think suspense and cinema are really made for each other. I mean, there are certainly very suspenseful books and stage plays, but I don’t think anything can manipulate time and place and storytelling techniques the way a movie can. I’ve always wanted to try my hand at directing something really terrifying and mysterious.”

At the center of the mystery of “What Lies Beneath” are Norman and Claire Spencer, so the casting of these two pivotal characters was crucial to the project. “We looked at those roles and decided, in an ideal world, who our dream casting would be,” Rapke says. “Harrison Ford was Bob’s first and only choice for Norman, and we all thought Michelle Pfeiffer would be perfect for Claire. So, you know, the gods were with us, seven came up, and we got the two leads we were hoping for.”

Zemeckis adds, “Harrison brings a kind of ‘Rock of Gibraltar’ strength to the screen. To me, he’s the definition of absolute stardom. And Michelle is truly gifted. She· s completely believable as this vulnerable woman, and at the same time conveys great inner strength. Along with her acting ability, she brings incredible beauty and a powerful screen presence to the role. You can’t take your eyes off her.”

While honoring the secrecy regarding much of the plot and his role. Harrison Ford does reveal that a number of different things drew him to the project and to the part of Dr. Norman Spencer. “Ordinarily, I respond to a character and his dilemma. In this case, I responded to the idea of the film itself. It was so immediate, so contemporary. I loved the construction of the script and the surprises built into it, as well as the character. I really can’t say anything more about him … but I think that’s what makes a good thriller; you don’t want to take the fun out of it by knowing how it all ends.”

Though limited in what she can disclose about her own role of Claire Spencer, Michelle Pfeiffer does offer, “Claire was a musician, but she had put all the passion that once \\ ent into her music into her daughter Caitlin. When Caitlin leaves for college, it’s like the rug has been pulled out from under Claire. She starts hearing whispering voices and seeing things that might be unexplainable, but then again, could be explained-strange things that could be her imagination, or the wind, or the house settling … or a presence in the house. But I think however convinced you might be that there’s a presence in your house, you’d try to explain it away in any way you could because the alternative is so frightening. After all, Claire is married to a scientist who doesn’t believe in ghosts, so for a time she begins to doubt her own sanity.”

Pfeiffer continues, “lve loved scary rnovies since I was a kid. but as an actress the genre was new territory for me. which is exactly what I was looking for. I am also a huge fan of Bob Zemeckis and had always wanted to work with him. He has this sort of childlike enthusiasm about moviernaking that is very infectious. so even though the filming was incredibly hard work, he made it fun.”

Her appreciation for the director is shared by Ford, who offers, “Bob is a spectacular film craftsman and a very skilled storyteller. He is so good that he is able to take a film beyond its genre distinctions, as I think he did with this film. Also, the way he shot it made a real impression on me. He used complicated camera moves, allowing for really long takes, which gave his actors a chance to develop a scene in a more organic way.”

Surrounding Ford and Pfeiffer is an ensemble of actors, who each play a pivotal role in the story.

Diana Scarwid is Jody, Claire’s best friend and confidante, who might know more about the truth of what’s happening than even she realizes; Joe Morton plays Dr. Drayton, Claires psychiatrist, who may or may not believe her; and James Remar and Miranda Otto are Mr. and Mrs. Feur, the mysterious couple next door who first arouse Claires suspicions. Rounding out the supporting cast are Wendy Crewson, Ray Baker, Micale Mercurio, Amber Valletta, Katherine Towne and Sloane Shelton.

Principal photography on “What Lies Beneath” began in the late summer of 1999 in Addison, Vermont, a picturesque location on the banks of Lake Champlain in Vermont’s Daughters of the American Revolution State Park. Screenwriter Clark Gregg had specified a New England setting for the story, noting, “While I never specifically named it, I had always envisioned the Spencers in a place like Burlington, Vermont, which is an academic community where I spent many summers with my theater company. The region felt like a natural fit for someone like Norman to have grown up in and to now be pursuing his life’s work, so I was thrilled when Steve Starkey told me they had found a location near Burlington that seemed perfect.”

“We scouted a number of locations in New England to find a location that was adaptable to the different story points of the film. water being one of them. The location overlooking Lake Champlain was perfect.” says Starkey. “Filming in a state park was ideal because it gave us absolute control over the entire area in terms of logistics. as well as security.”

The location might have been perfect. but it was lacking one major element that was integral to the story: the Spencers ‘ house. which is the center of the paranormal activity in the story. Production designers Rick Carter and Jim Teegarden collaborated with Bob Zerneckis in the design of the 3,500 square-foot Nantucket-style shingled house. which was constructed from the ground up on the lakeshore. They also designed and built the Feurs ‘ house next door. as well as the wooden dock leading from the Spencer house to the water.

Once the Vermont home was complete. Carter and Teegarden duplicated both the exterior and interior of the house in their entirety on soundstages in Los Angeles, which provided a controlled environment for shooting night scenes, as well as flexibility for the action and visual effects. Teegarden explains, “The Vermont location house was built as a real two-story house and had to be structurally sound. The crew had to make accommodations to shoot around things there, because if we’d made it so you could pull everything out, the house would have collapsed. By contrast, the stage house in Los Angeles was almost completely adaptable, with removable walls and multiples of certain rooms where more action takes place. For instance, there were five versions of the bath.room set alone.”

Carter remarks, “The Spencer house has to appear first as a seemingly perfect home for the perfect couple, but as the story progresses it evolves into something more sinister. Jim and I spent a long time working out every detail. For example, we used a specific shade of blue on the interior that, with the right light, can appear very nice and bright, but takes on another feeling as things become darker and more threatening.”

Those design themes were in concert with those of costume designer Susie DeSanto. “That was something Rick Carter and I always talked about-c-rnoving from light into darkness and back into the light towards the end of the film,” says DeSanto. “You see that especially reflected in Claires wardrobe, where I used a lot of white and then moved more into grays and black.”

Another key design element established by Carter and Teegarden in the house was the use of mirrors.

Carter offers, “We used mirrors as a kind of gateway to the truth, so there are a lot of mirrors throughout the house. But the only time you should be really aware of them is when they’re reflecting something wrong.”

Multiple mirrors may have been important to the mystery of “What Lies Beneath,” but, as any director of photography can attest, they can create a challenging environment in which to film without revealing cameras and equipment. To help work around them. as well as to maneuver through some of the tighter sets, cinematographer Don Burgess utilized a long crane arm that could extend from about four feet to eighteen feet long with a camera attached on the end.

Zemeckis and Burgess also applied camera angles which begin at eye level and progressively move lower and lower as the fear intensifies.

The bi-coastal. non-sequential shooting schedule posed another major challenge for the director of photography. “We shot the film totally out of sequence, sometimes even filming different parts of the same scene at different times and on opposite coasts, which would ordinarily be a continuity nightmare,” Burgess reveals.

In overcoming the challenge, Burgess employed the Panavision Kodak Digital Photography system.

During filming, a camera assistant would shoot digital stills of a scene and then download the stills into a

computer with software that could simulate the actual film stock Burgess had chosen for the film. The camera crew could then print out a representation of what the shot was going to look like, so it could be matched later.

Computer technology played an even larger role in the visual effects of “What Lies Beneath.”

However, Starkey notes, “The effects in a Zemeckis film are really storytelling techniques. He likes to take advantage of the latest technology to tell the story in unique ways. It’s like he invents his own film grammar through the use of special effects.”

Visual effects supervisor Rob Legato agrees, stating, “I’ve always felt that visual effects should be built into the fabric of the movie, and as such should enhance the story, not draw you out of it. And in a film like this, my job is to make the effects even more seamless than in, say, a science fiction film. They should almost breeze by, and you’d never know that I had a hand in the film at all.”

Zemeckis offers, “In approaching this film, I told Rob to try to imagine what Alfred Hitchcock would have done if he’d lived in the digital age and had access to computer graphics. What might he have done’) We had a ball experimenting with different types of effects, but I’m hoping that 90 percent of them are invisible.”

Filming on “What Lies Beneath” extended from the late summer into the autumn months in New England. The change of seasons worked perfectly for the style of the film, as the bright days of summer gave way to the deepening shadows and darker colors of the fall.

Zemeckis comments, “When you see the house in the sunlight it looks like the perfect dream home.

But then you start to make the shadows long and drop the camera to a lower angle, and the house is suddenly ominous and uninviting. Everything in the movie had to work on two layers. Depending on how you look at something, it can be beautiful or an instrument of terror, which is one of the great devices for a scary movie.”

Starkey adds, “[ think one of the things that makes a good thriller is that on the surface, you start out believing that everything is as it seems or can be easily explained away, but then you start peeling away those layers, and if it’s cleverly done, it just keeps you guessing.”

“Audiences today are very hip and savvy to the conventions of the genre, so you have to go beyond them,” Zemeckis notes. “You can’t do what the masters like Hitchcock were able to do, because the audience would be 20 minutes ahead of the plot. That’s the greatest challenge, because I think the enjoyment of movies like this comes from not knowing what to expect.”

ABOUT THE CAST

HARRISON FORD (Norman Spencer) has starred in some of the biggest movie blockbusters of all time, including the first “Star Wars” trilogy and the “Indiana Jones” franchise, making him one of the most successful box office stars in cinema history.

In February 2000, Ford received the prestigious Lifetime Achievement Award from the American Film Institute. He had previously earned Oscar’ and Golden Globe nominations for his performance in Peter Weir’s acclaimed drama “Witness,” and was also Golden Globe-nominated for his roles in “Sabrina,” “The Fugitive” and “The Mosquito Coast.” In 1994, he was named the Star of the Century by the National Association of Theater Owners.

Born in Chicago, Ford moved to Los Angeles to pursue an acting career after attending Ripon College in Wisconsin. Making his living as a carpenter between acting jobs, Ford landed his breakthrough role in George Lucas’ 1973 hit “American Graffiti.” The next year he appeared in Francis Ford Coppola’s “The Conversation,” followed by Stanley Krarners television production of “The Court Marshall of Lt. William Calley.”

In 1977, Ford starred as Han Solo in George Lucas· “Star Wars,” which shattered all box office records and established Ford as a major star. He reprised his role in the hit sequels ‘The Empire Strikes Back” and “Return of the Jed i.” He later took on the part of Indiana Jones in Steven Spielberg’s blockbuster triad “Raiders of the Lost Ark,” “Indiana Jones and the Temple of Doom” and “Indiana Jones and the Last Crusade.”

Ford’s other film work reflects a broad range of roles in such features as “Random Hearts,” “Six Days/Seven Nights,” “Air Force One.” “Clear and Present Danger,” “Patriot Games,” “Regarding Henry,” “Presumed Innocent,” “Frantic.” “Working Girl.” “Blade Runner,” “Hanover Street.” “The Frisco Kid.” “Apocalypse Now,” “Force 10 From Navarone” and “Heroes.”

MICHELLE PFEIFFER (Claire Spencer) is one of today’s most respected and sought-after leading ladies. A three-time Academy Award’ nominee. Pfeiffer gained her first nomination for her work in “Dangerous Liaisons,” for which she also won a BAFTA Award. She then earned both Oscar’ and BAFTA Award nominations and won a Golden Globe A ward for her performance opposite Jeff and Beau Bridges in “The Fabulous Baker Boys,” in which her sultry torch song scene atop a piano became a11 instant cinema classic. Pfeiffer again garnered Oscar’ and Golden Globe nominations for her work in “Love Field.” She has received additional Golden Globe nominations for ‘The Age of Innocence,” “Frankie and Johnny,” “The Russia House” and “Married to the Mob.”

Pfeiffer made her feature film de but with a starring role in “Hollywood Knights.” She went on to gain attention for her leading role performance in “Grease 2,” and then starred with Al Pacino in Brian De Palma’s “Scarface.” She later joined Cher and Susan Sarandon as “The Witches of Eastwick,” opposite Jack Nicholson.

Her additional credits include such diverse films as “Ladyhawke”; “Tequila Sunrise,” with Mel Gibson; the blockbuster “Batman Returns”; “Wolf,” which reunited her with Jack Nicholson; “Dangerous Minds”; “Up Close & Personal,” opposite Robert Redford; “To Gillian on Her 37’h Birthday”; “One Fine Day,” opposite George Clooney; “A Thousand Acres”; DreamWorks’ animated epic “The Prince of Egypt”; “The Deep End of the Ocean”; “A Midsummer Night’s Dream”; and, most recently, “The Story of Us,” with Bruce Willis.

DIANA SCARWID (Jody) has been recognized for her work in both films and television. She earned an Emmy Award nomination for her portrayal of Bess Truman in the award-winning HBO movie “Truman,” opposite Gary Sinise. Earlier in her career, she received an Academy A ward’ nomination for her performance in “Inside Moves.”

She more recently completed the Showtirne movie “Dirty Pictures,” with James Woods. Scarwid has also been seen in a number of longform television and cable projects, including “If These Walls Could Talk,” “Bastard Out of Carolina,” “Ruby Bridges,” “From the Earth To the \10011,” “A Will of Their Own,” “Before He Wakes” and “Down Will Come Baby.” Her other television credits include “JFK: Reckless Youth,”

“Guyana Tragedy: The Story of Jim Jones,” “Night of the Hunter,” “A Bunny’s Tale,” “Thou Shalt Not Kill,” “Desperate Lives,” “In the Glitter Palace” and “The Angel of Pennsylvania Avenue.”

On the big screen, she has starred in such films as “Pretty Baby,” “Honeysuckle Rose,” “Mommie Dearest,” “Silkwood,” “Rumble Fish,” “Psycho UL” “Extremities,” “Heat,” “The Cure” and “The Neon Bible.”

A graduate of the American Academy of Dramatic Arts in New York and Pace University’s Theatre Arts Program, Scarwid is also an accomplished stage actress. She has appeared off-Broadway and with the National Shakespeare Conservatory in New York, as well as in plays at Los Angeles· Mark Taper Forum, and in Canada.

JOE MORTON (Dr. Drayton) will soon be seen in the fall release “Bounce,” in which he co-stars with Ben Affleck and Gwyneth Palrrow. Among his other film credits are “The Astronaut’s Wife,” “Blues Brothers 2000,” “Lone Star,” “Executive Decision,” “The Walking Dead.” “Speed,” “Of Mice and Men,” “Terminator 2: Judgment Day,” “City of Hope,” and “The Brother From Another Planet.” Currently, Morton is preparing to launch his career as a feature film writer/director with an autobiographical project entitled “Strangers.”

Recently, Morton portrayed Malcolm X in “Ali,” the upcoming biopic about the legendary boxer. He previously earned NAACP Image Award nominations for his work on the series “Equal Justice” and “Tribeca,” the latter produced by Robert De Niro. His television credits also include “Miss Evers’ Boys,” “Challenger” and “Howard Beach: Making a Case for Murder.” He made his television directorial debut on the series “Tribeca.”

Morton made his Broadway debut in the seminal musical “Hair,” and later earned a Tony nomination and a Theater World Award for his work in “Raisin,” the musical adaptation of “A Raisin in the Sun.” He also starred in the Broadway musicals “Two Gentlemen of Verona” and “Honky-Tonk Nights,” as well as in “King John” and “A Midsummer Night’s Dream” at the New York Shakespeare Festival. More recently, Morton costarred in both the New York and London productions of the Tony Award-winning play “Art,” with Judd Hirsch and George Wendt. Off-Broadway, Morton has directed productions of “The Heliotrope Bouquet,” “Crumbs From the Table of Joy,” and “Fear Itself.”

JAMES REMAR (Warren Feur) has appeared in more than 30 features, including critically acclaimed roles in such films as Herbert Ross’ “Boys on the Side,” Gus Van Sant’s “Drugstore Cowboy,” and Francis Ford Coppolas “The Cotton Club.” He also worked with director Walter Hill in the biopic “Wild Bill,” starring Jeff Bridges; the hit comedy “48 Hrs.,” with Eddie Murphy and Nick Nolte; the Western “The Long Riders”; and the urban actioner “The Warriors.”

Remar next stars in the upcoming release “Inferno … His other film credits include “Renaissance Man,” “Miracle on 34th Street.” “Judge Dredd.” “The Phantom.” and the Gus Yan Sant remake of t’Psycho.” In 1992. he also starred in the Academy A ward” -winning live-action short “Session Man,” playing a conflicted studio musrcian.

Also known for his work on television, Remar is currently starring in the Annette O’Toole bounty hunter series “The Huntress.” He previously starred in the series “Total Security,” as well as a number of made- for-television movies.

MIRANDA OTTO (Mary Feur) has been honored in her native Australia with Australian Film Institute Award nominations for her work in “The Well,” “In the Winter Dark.” “Daydream Believer” and “The Last Days of Chez Nous.” She also earned an Australian Film Critics Circle Award nomination for the last, as well as for “Love Serenade,” which won the Camera D’Or at the Cannes Film Festival.

Otto most recently completed “Human Nature,” opposite Tim Robbins and Patricia Arquette. She next stars in “Lord of the Rings,” joining an ensemble cast, including Elijah Wood, Liv Tyler and Cate Blanchett. Her previous film credits include “The Thin Red Line,” “Kin,” “Dead Letter Office,” “Doing Time For Patsy Cline” and “True Love and Chaos.” In addition, she starred in John Badharns “The Jack Bull,” opposite John Cusack, for HBO.

AMBER VALLETTA (Madison Elizabeth Frank) first appeared on the big screen as herself in Douglas Keeves documentary about Isaac Mizrahi entitled “Unzipped.” She then landed the female lead opposite James LeGros in Stacy Cochran’s “Drop Back Ten,” which screened at this year’s Sundance Film Festival and will be released in fall 2000. Presently, she is in production on Brett Ratner ‘s “Family Man,” in which she co-stars with Nicolas Cage.

A native of Tulsa, Oklahoma, Valletta has been one of the leading models in the world since her first trip to Europe at the age of 15. She has appeared on hundreds of magazine covers, and can currently be seen in advertising campaigns for Elizabeth Arden and Versace.

Valletta recently returned to her hornetown of Tulsa to produce a fashion show that raised money for the community food bank. She is also active in charity work on behalf of St. Jude Research Hospital and the Nina Hyde Foundation, which supports women with breast cancer.

ABOUT THE FILMMAKERS

ROBERT ZEMECKIS (Director/Producer) won an Academy Award’, a Golden Globe and a Directors Guild of America Award for Best Director for the hugely successful “Forrest Gump.” The film’s numerous honors also included Oscars’ for Best Actor (Tom Hanks) and Best Picture. Zemeckis most recently reunited with Tom Hanks for the contemporary drama “Cast Away,” the filming of which was split into two sections, bookending production on “What Lies Beneath.” Zemeckis and Hanks also serve as producers on “Cast Away,” along with Steve Starkey and Jack Rapke.

Earlier in his career, Zemeckis co-wrote (with Bob Gale) and directed “Back to the Future,” which was the top-grossing release of l 985, and for which Zemeckis shared Oscar’ and Golden Globe nominations for Best Original Screenplay. He went on to helm “Back to the Future. Parts II and III.” completing one of the most successful film franchises ever.

In addition, Zemeckis directed and produced “Contact,” starring Jodie Foster, based on the best-selling novel by Carl Sagan; and the macabre comedy hit “Death Becomes Her,” starring Meryl Streep, Goldie Hawn and Bruce Willis. He also wrote and directed the box office smash “Who Framed Roger Rabbit,” cleverly blending live action and animation; directed the romantic adventure hit “Romancing the Stone,” pairing Michael Douglas and Kathleen Turner; and co-wrote (with Bob Gale) and directed the comedies “Used Cars,” and “I Wanna Hold Your Hand.”

Additionally, Zemeckis has produced “House on Haunted Hill,” and executive produced such films as “The Frighteners,” “The Public Eye,” and “Trespass,” which he also co-wrote with Bob Gale. He and Gale had previously written “1941,” which began Zemeckis’ association with Steven Spielberg.

For the small screen, Zemeckis has directed several projects, including the Showtime feature-length documentary “The Pursuit of Happiness,” which explores the effect of drugs and alcohol on society in the 2011, century. His other television credits include episodes of Spielberg’s “Amazing Stories,” and HBO’s ‘Tales From the Crypt.”

In 1998, Zemeckis, Steve Starkey and Jack Rapke partnered to form the film and television production company ImageMovers. “What Lies Beneath” is the first film to be released under the ImageMovers banner, to be followed by “Cast Away,” set to open in the 2000 holiday season.

STEVE STARKEY (Producer) earned an Academy A\\ ard • as a producer of the Best Picture winner “Forrest Gump,” directed by Robert Zemeckis and starring Tom Hanks. In 1998, Starkey and Zemeckis partnered with Jack Rapke to form the new production company Image Movers. The first films to be produced under the ImageMovers banner are “What Lies Beneath” and “Cast Away,” the latter starring Tom Hanks and also directed by Zemeckis. Starkey is also producing “Cast A way,” \\ hich is set for release during the 2000 holiday season.

Starkey began his professional relationship with Zemeckis in 1986 as an associate producer on “Who Framed Roger Rabbit.” He went on to associate produce the second and third installments in the “Back to the Future” franchise. Continuing their successful collaboration, Starkey was a producer on “Death Becomes Her,” the aforementioned “Forrest Gump” and “Contact.” He also produced the Showtime documentary “The Pursuit of Happiness,” directed and executive produced by Zemeckis. which examines the effect of drugs and alcohol on society in the 20’h century. In addition, Starkey was a co-producer on the comedy farce “Noises Off.”

Early in his career, Starkey worked with George Lucas as an assistant film editor on “The Empire Strikes Back” and “Return of the Jedi.” He later edited documentary films for Steven Spielberg’s Amblin Entertainment and was an associate producer on Spielberg’s “Amazing Stories” television anthology series.

JACK RAPKE (Producer) served for seven years as the co-chairman of Creative Artists Agency (CAA). Overseeing the motion picture department, he was instrumental in building production companies around his high-profile client list.

A graduate of NYU Film School, Rapke moved to Los Angeles in 1975 and landed a job in the mailroom of the William Morris Agency. Four years later, he joined CAA, beginning his 17-year association with the company. In addition to representing writer, director, producer Robert Zemeckis, Rapke ‘s client roster included such noted filmmakers as Jerry Bruckheimer, Ridley Scott Imagine Entertainment partners Ron Howard and Brian Grazer, Martin Brest, Michael Mann, Joel Schumacher, Harold Ramis, Michael Bay, John Hughes, Chris Columbus, Terry Gilliam, Bob Gale, Bo Goldman, Steve Kloves, Howard Franklin, Scott Frank and Robert Kamen.

In 1998, Rapke left the agency business to partner with Robert Zemeckis and Steve Starkey, with whom he formed ImageMovers. The company’s primary focus is the production of theatrical motion pictures. “What Lies Beneath” and the upcoming contemporary drama “Cast Away,” due for release during the 2000 holiday season, are the company’s first film releases.

CLARK GREGG (Screenwriter), also an accomplished actor and director, is a founding member and former artistic director of New York’s Atlantic Theater Company. He recently earned an Independent Spirit A ward nomination for Best Supporting Actor for his work in “The Adventures of Sebastian Cole,” and also appeared in “Magnolia” and “Six Ways to Sunday.” He will be seen in David Marnets “State and Main,” due out in December 2000, and next begins work as an actor on Steven Spielbergs “A.I.” in August.

Gregg made his film debut in David Marnets “Things Change,” followed by roles in “Fat Man and Little Boy,” “Lana 111 Love,” “I Love Trouble,” “Clear and Present Danger” and “The Usual Suspects.” He starred with Joe Mantegna and Christopher Reeve in “Above Suspicion.” and with George C. Scott in “Tyson,” both for HBO.

His Nev« York stage roles include the recent LJ.S. premiere of Jez Butterworths “Mojo.” “Boy’s Lile” at Lincoln Center. and “A Few Good Men” on Broadway, as well as productions of “The Old Boy,” “Unidentified Human Remains,” and new works at Atlantic by Mamet, John Guare, Craig Lucas, George Walker and others.

In addition, he directed the acclaimed 1997 New York revival of Mamet’s “Edmond,” as well as the New York and Los Angeles premieres of Kevin Heelans “Distant Fires.” The latter was nominated for Drama Desk, Obie and Outer Critics Circle Awards, and won three L.A. Weekly awards including one for Best Director.

JOAN BRADSHAW (Executive Producer) is also an executive producer on Robert Zemeckis’ upcoming “Cast Away,” to be released during the 2000 holiday season. She also executive produced the blockbuster “Deep Impact” and the comedy “Nine Months.” Bradshaw had previously collaborated with Zemeckis and Steve Starkey as an executive producer on “Contact.” as a co-producer on “Death Becomes Her,” and as the unit production manager on the second and third parts in the “Back to the Future” trilogy.

Her other producing credits include “Mrs. Doubtfire” and “Terminal Velocity,” on which she served as co-producer and unit production manager; and “Noises Off’ and “One Good Cop,” on which she was associate producer and unit production manager.

Bradshaw has also worked on such films as Steven Spielberg’s “Indiana Jones and the Last Crusade” and “Alien Nation,” as well as on Spielberg’s anthology series “Amazing Stories.”

MARK JOHNSON (Executive Producer) won an Academy Award’ for his producing work on the Best Picture winner “Rain Man.” and earned an Oscar’ nomination for “Bugsy.” also winning Golden Globe Awards for each. Both films were directed by Barry Levinson. with whom Johnson has enjoyed a long association that began with the directors debut film “Diner.” which Johnson executive produced. He has also produced Levinsons “The Natural,” “Young Sherlock Holmes.” “Tin Men.” “Good Morning. Vietnam.” “Avalon,” “Toys.” “Jimmy Hollywood” and the upcoming “An Everlasting Piece,” to be distributed by Dream Works.

Johnson· s other recent producing credits include the sci-fi comedy “Galaxy Quest,” “My Dog Skip,” “Donnie Brasco.” “A Little Princess” and “A Perfect World.” He earlier served as executive producer on Steven Soderberghs “Kafka,” “Sniper,” which was Luis Llosas directorial debut, and Glenn Gordon Carons “Wilder Napalm.” He, along with Levinson, also presented the 1990 Oscar=-winning foreign language film “Journey of Hope” and the acclaimed political satire “Bob Roberts.”

Johnson began his career upon being accepted into the Directors Guild training program after earning a Masters in Film Scholarship from the University of Iowa. He advanced from production assistant to assistant director on such films as “Next Stop, Greenwich Village,” “Movie, Movie,” “The Brink’s Job,” “Escape from Alcatraz” and “High Anxiety.” It was on the last that he met Levinson, who was one of the film’s writers.

DON BURGESS (Director of Photography) garnered an Academy Award’ nomination for his cinematography on Robert Zemeckis’ “Forrest Gump.” He recently completed work on Zemeckis’ “Cast Away,” and also teamed with the director on “Contact.”

Burgess’ additional film credits include “The Evening Star,” “Forget Paris,” “Richie Rich,” “Blind Fury,” “Under the Boardwalk,” “Mo’ Money” and “Josh and S.A.M.” Earlier in his career, he worked with Zemeckis as the second unit director of photography on “Back to the Future, Parts II and III.”

For television, Burgess lensed the Zerneckis-directed episode of HBO’s “Tales From the Crypt” entitled “Yellow,” which brought Burgess a Cable ACE Award nomination. His other television work includes “Breaking Point,” for which he earned an ACE A ward, and “The Court Martial of Jackie Robinson,” which earned him an A.S.C. Award nomination.

RICK CARTER (Production Designer) has been collaborating with Robert Zemeckis since serving as the production designer on “Back to the Future. Parts II and III.” He earned an Academy Award” nomination for his work on Zerneckis “Forrest Gump.” and also teamed with the director on “Death Becomes Her” and, most recently, “Cast Away.”

Carter has also worked with Steven Spielberg on the historical drama “Arnistad.” and the blockbusters “Jurassic Park” and “The Lost World: Jurassic Park.” His association with Spielberg began when he designed 42 episodes of the television anthology series “Amazing Stories,” which was produced by Spielberg’s Amblin Entertainment. His work on that show also partnered him with such notable directors as Martin Scorsese, Peter Hyams and Clint Eastwood, among others.

JIM TEEGARDEN (Production Designer) most recently teamed with Rick Carter as the art director on Robert Zemeckis “Cast Away.” He had previously collaborated with Carter as an art director on the films “Arnistad,” “Jurassic Park” and “The Lost World: Jurassic Park,” all for director Steven Spielberg; and on Robert Zemeckis ‘ “Forrest Gump,” “Death Becomes Her” and “Back to the Future, Part III.” His other art director credits include the blockbuster “Independence Day,” and the hit live-action comedy “The Flintstones.”

In addition, Teegarden has served as a set designer on such films as “Twins,” “Overboard,” “Someone to Watch Over Me,” “The Karate Kid, Part II,” “The Boy Who Could Fly,” “The Falcon and the Snowman” and “The Last Starfighter.”

SUSIE DeSANTO (Costume Designer) previously worked with Michelle Pfeiffer as the costume designer on the films “One Fine Day” and “The Deep End of the Ocean.” “What Lies Beneath” marks her first film with Robert Zemeckis.

Presently, DeSanto is working on “Miss Congeniality,” starring Sandra Bullock and Michael Caine.

She also designed the costumes for the Lynda Obst productions of the box office hit “Hope Floats” and “Bad Girls.” Her other film credits include “Teaching Mrs. Tingle,” “The Baby-Sitters Club,” “A Dangerous Woman” and “Ruby.”

ARTHUR SCHMIDT (Editor) is a two-time Academy Award’ winner for his work on the Robert Zemeckis films “Forrest Gump” and “Who Framed Roger Rabbit.” Schmidt has also been Zemeckis’ editor of choice on the films “Contact,” “Death Becomes Her,” and all three “Back to the Future” hits. He is again collaborating with the director on the upcoming contemporary drama “Cast Away.”

chmidt has also worked with other directors on such films as “Primary Colors,” “The Birdcage,” “Addams Family Values,” “The Last of the Mohicans.” “Ruthless People,” “Coal Miner’s Daughter” and “Marathon Man.” among others.

For television. Schmidt earned an Emmy Award as well as an Eddie Award for his work on the acclaimed telefilm “The Jericho Mile.”

ALAN SILVESTRI (Composer) received both Academy Awards: and Golden Globe nominations for his memorable score for Robert Zemeckis · “Forrest Gump.” He has enjoyed a long and successful association with Zerneckis, for whom he has also scored all three “Back to the Future” films, “Who Framed Roger Rabbit,” “Romancing the Stone,” “Death Becomes Her” and “Contact.” He is also composing the music for Zerneckis upcoming “Cast Away.”

One of the film industry’s most prolific composers, Silvestri has created the scores for more than 50 movies in all. His latest film work includes the family hit “Stuart Little” and the thriller “Reindeer Games.” The list of his credits also encompasses such films as “Practical Magic,” “The Parent Trap,” “Mouse Hunt,” “Volcano,” “Grumpy Old Men” and “Grumpier Old Men,” “Father of the Bride” and “Father of the Bride Part II,” “The Quick and the Dead,” “Blown Away,” “The Bodyguard,” “Ferngully: The Last Rainforest,” “Ricochet,” “Soapdish,” “Young Guns II,” “The Abyss” and “Predator.”

ROB LEGATO (Visual Effects Supervisor) won an Academy Award” for his work as visual effects supervisor on James Cameron’s top-grossing blockbuster “Titanic.” He also earned an Oscar’ nomination for his work on the visual effects in Ron Howards “Apollo 13.” His other film credits include “Armageddon” and “Interview With the Vampire.”

Legato received an Emmy Award for the visual effects on “Star Trek: The Next Generation.” His television work also includes “Star Trek: Deep Space 9.” In addition, he directed episodes of both “Star Trek: The Next Generation” and “Star Trek: Deep Space .”