WHAT HAPPENS IN VEGAS

The popular expression, “What happens in Vegas, stays in Vegas” conjures up a veritable

jackpot of shed inhibitions, insane indulgence, and gleeful debauchery. And if you can

remember any of it, you probably weren’t there.

But what would happen if a few crazy--okay, hugely inebriated--moments in Sin City not

only didn’t “stay” there but also followed you all the way back home and threatened to turn your

life upside down? That’s the setup that explodes into a series of outrageous consequences for

two sexy, if wildly mismatched, strangers in the comedy What Happens in Vegas.

For charismatic party guy Jack Fuller (ASHTON KUTCHER) and buttoned-up

commodities trader Joy McNally (CAMERON DIAZ), a rowdy weekend coincidentally shared

in Las Vegas should have, by all rights, ended up being little more than a random blur. That is, if

these two vacationing New Yorkers didn’t have a signed marriage license staring them in the

face to shockingly remind them of the giant misstep they took while feeling no pain, Vegas-style.

Stacking the deck, not only did Jack and Joy tie the knot after tying one on, but later

scored a mind-blowing three million bucks in a slot machine bonanza. Well, Jack won it with

Joy’s quarter. At the machine she’d already been playing. Or was it the other way around? And

whose loot is it anyway?

Therein lies the weird hand dealt this bickering duo who take their predicament back to

Manhattan only to be sentenced by the intractable Judge Whopper (DENNIS MILLER) to “six

months hard marriage.” Despite the hapless protests of Jack’s best friend and legal counsel

Steve “Hater” Hader (ROB CORDDRY), Whopper refuses to grant Jack and Joy an annulment,

freezes the prize booty, and forces the irresponsible couple to prove they have done everything

humanly possible to make their impromptu marriage work. This includes co-habitation, weekly

counseling sessions, and doing something the old school Whopper believes Jack and Joy’s

“generation” hates to do: try. Otherwise, the judge guarantees, the three million bucks will stay

caught up in a legal battle so long and expensive no one but the lawyers will ever see a penny of

it.

I now pronounce you man and wife. For real.

Jack and Joy figure, “Fine, how hard can it be” and take the bait only to find themselves

locked in a hilarious, patience-testing, panties-twisting game of wild one-upmanship--may the

best “pretend spouse” win.

The battle of the sexes has never had a pair of gladiators like Jack and Joy, not to mention

their partners in crime--Jack’s hair-trigger buddy “Hater” and Joy’s take-no-prisoners gal pal

Tipper (LAKE BELL), who despise each other with almost as much venom as do Jack and Joy.

Throw in Jack’s demanding father, Jack, Sr. (TREAT WILLIAMS); Joy’s hard-driving boss,

Banger (DENNIS FARINA); her snooty ex-fiance, Mason (JASON SUDEIKIS); and a savvy

shrink named Dr. Twitchell (QUEEN LATIFAH), and pretty soon there’s a whole team of folks

making Jack and Joy’s frantic charade that much crazier.

Can Jack and Joy survive their six months of “wedded bliss”--without killing each other

first--and ultimately cash in for the big payoff? Or will the fiery sparks that ricochet between

them actually ignite, turning a fake relationship into something astonishingly real?

In the end, what happens in What Happens in Vegas may prove the biggest surprise of all.

From the first roll of the dice, the odds were good that What Happens in Vegas would

quickly land in front of the cameras. On the strength of a winning pitch by screenwriter Dana

Fox and producer Michael Aguilar, the studio immediately commissioned a script and the

comedy was off and running.

Recalls Aguilar, “We sold the pitch in the spring, Dana delivered the first draft in the fall,

Cameron [Diaz] and Ashton [Kutcher] soon became attached based on that draft, and we were

shooting the following summer. By Hollywood standards, that’s pretty much warp speed.”

According to Dana Fox, What Happens in Vegas was actually an amalgam of several

movie ideas she’d been working on. “I’m really interested in stories about finding love or

getting to know someone through dysfunction or adversity. I first came up with this story about

two people who strangely get to know each other while divorcing. Around that time, I kept

hearing the phrase ‘What happens in Vegas, stays in Vegas’ and thought, if it wasn’t already

taken, it would make a great title for a film.

“Then, out of nowhere, Britney Spears goes and gets married in Las Vegas. And, it’s

like, yeah--one of the things you can do in Vegas is get married on a whim, sometimes even to a

total stranger. Of course, the other thing you can do there is win a ton of money. And then it hit

me: what if both of those things happened on the same night?” And, thus, What Happens in

Vegas was born.

Cameron Diaz thinks the film’s title evokes quite the vivid scenario. “Vegas is a 24-hour

city,” she says, “you can’t tell what time it is, you don’t know how much money you’ve spent,

how much you’ve drunk, how much you’ve slept, and so on. There’s kind of a built in safety

net, though--because anything is possible in Vegas, you’re given the permission to basically do

anything there that you’d probably never do anyplace else at any other time in your life.”

“It’s really like a free pass to be your wildest, craziest, funniest self,” declares Ashton

Kutcher, “because no one’s supposed to ever find out what you do there.”

Diaz and Kutcher were both excited by the chance to bring the film’s kicky “what if”

scenario to life. “I loved the script’s ‘grass is always greener’ theme,” confirms Diaz. “People

in relationships often think their single friends are the lucky ones, while the singles just want to

be in a relationship. In life, it’s ultimately about finding your own happiness. It’s not enough to

be happy just because you’re in a relationship; first you need to be happy with yourself. That’s

something I think my character Joy learns the hard way.”

“Jack and Joy are kind of flip sides of the same coin,” Kutcher asserts. “They’re both

relationship challenged, even though Jack’s pretty relaxed about it all while Joy’s more uptight.

Romantically, they’ve both been looking for the wrong thing, which is probably what draws

them to each other to begin with--even if they are really, really hammered at the time.”

Director Tom Vaughan (Starter for 10) was taken with Fox’s script after reading just the

first act. “The story setup is so incredibly dynamic, fast-paced, and inventive, it absolutely had

me hooked by page 30 or 40,” reflects Vaughan. “It’s a classic sparring comedy with two

characters who, deep down, are wildly drawn to each other, though of course they can’t see it.

“This kind of dynamic has been going on in movies since Cary Grant first laid eyes on

Katharine Hepburn--and well before that. Basically, you put together two fantastic, attractive

movie stars in a small, confined space, and let them fight it out until they realize what their

relationship is all about. And, as always, it’s how they get there that’s the real fun.”

Though the movie’s concept had its share of broad and funny conceits, the filmmakers

worked hard to ground the story in as much reality as possible, especially when it came to the

legal aspects of the main characters’ marriage and divorce. “We set the movie in New York

because that state’s divorce laws jibed with the story we ultimately wanted to tell,” relates

producer Aguilar. “It was also the perfect place to set the non-Vegas parts of the film.”

Concurs Dana Fox, “Tonally, we could get away with being a bit ‘larger than life’

because we always kept the emotional truth of the situations and the characters in the forefront.”

Once Vaughan became involved, he also recognized the need to keep the film’s humor in

balance. “I wanted the comedy to be very strong and genuinely funny, but also for audiences to

care about Jack and Joy’s relationship. I tried to avoid doing anything too extreme just to get a

laugh.”

“Sure, I have to flash a cabbie, race down the streets of New York throwing mangoes,

and wrestle Ashton to the ground in the middle of Central Park, but there’s an honest method to

my madness,” assures Cameron Diaz. “Tom made sure we stayed real in what were some very

surreal situations.”

“As someone who will do anything for a laugh, I appreciated Tom’s vigilance in not

allowing us to go insane just for the sake of, say, a great bit for the trailer,” says Ashton Kutcher.

“At the same time, I knew, given the script’s wild premise, we’d have our share of creative

freedom.”

With such starry leads as Kutcher and Diaz on board from the start, there was a sure-fire

foundation in place that couldn’t help but excite everyone involved. Vaughan considers the

Kutcher-Diaz pairing “a fantastic piece of casting.” He remembers, “The minute I heard they

were attached, it just made the most sense in the world. I thought, ‘Cameron and Ashton in a

movie together? Why did nobody do this before?’” The director affirms, “From day one, there

was never any question that they weren’t going to have fantastic chemistry.”

“I knew both Ashton and Cameron were incredibly funny,” says Dana Fox, “but I was

really impressed by the immense amount of heart and depth they brought to their roles. Because

they’re both so bright, we were able to turn this movie into something smarter than your average

trip-and-fall romantic comedy.”

“I think I do, actually, trip and fall a few times in the movie,” jokes Cameron Diaz.

“That’s because I probably pushed you,” quips Kutcher.

The lead casting was a bit tricky in one sense, though, since, for most of the movie, their

characters, Jack and Joy, have to hate each other. “The story forces them into that position,”

notes Tom Vaughan, “but it’s important that you always know deep down they’re right for each

other. With these particular movie stars, they look and feel right together on screen, so

hopefully, it makes for a convincing core relationship for the entire film.”

With the magnetic Kutcher and Diaz toplining, the bar was set unusually high for casting

the film’s supporting roles. “We wanted to surround Cameron and Ashton with really smart

comedians, actors with original comedy voices,” recounts producer Aguilar. “For example, Rob

Corddry, who I’d worked with on a few other films, is a brilliant comic actor, as is Zach

Galifianakis. They were the perfect choices to play Jack’s buddies since we weren’t looking for

traditional ‘best friend’ characters--that is, guys who just stand around making wisecracks. We

wanted them to be fully fleshed out by actors who could bring a unique comic timing and

sensibility to their performances.”

Adds Aguilar: “The same is true of Jason Sudeikis, who plays Joy’s fiancé Mason.

Jason was, maybe, a different way to go for the part, in that you don’t automatically picture him

as a traditional Wall Street guy. But he’s so smart and talented and handsome that, once he puts

on that power suit, you totally buy him in the role. With Jason, you also never risk losing the

humor because he’s so genuinely funny.”

Cutting-edge comedian and talk show host Dennis Miller was also not necessarily “type

casting” for Judge Whopper, the curmudgeonly legal veteran who presides over Jack and Joy’s

would-be divorce. Says Aguilar: “Though Dennis might be a bit younger and wryer than your

traditional judge, we wanted someone who could play Whopper seriously, yet also make you

think he might be a little, well, crazy. Dennis accomplished both goals, plus added his own

inimitable stamp to the character.”

Lake Bell, who plays Joy’s funny-angry friend Tipper, also brought a distinctive comic

approach to her role. “Lake brings this almost masculine energy to the part,” says Dana Fox,

“but manages to keep it sexy and fun and flirty, which is a really hard combination to bring to the

table.”

“I love people who speak their minds, and that’s my favorite thing about both of the

‘best friend’ characters, Tipper and ‘Hater’ [Rob Corddry],” adds Fox. “I think there’s nothing

funnier than the truth uttered at a really inappropriate moment and Lake and Rob just play that

note so well. Also, considering ‘Hater’ is such a misanthrope, Rob brought a sweetness and

innocence to the part that made the guy incredibly likable.”

“The movie was filled with so much amazing comedic talent, it brought everybody’s

game up that much higher,” confirms Cameron Diaz. “It was a totally electric work

environment.”

Although the movie has ‘Vegas’ in its title, most of it takes place in New York, which

inspired director Vaughan to treat the celebrated city like it was another character in the film.

“We managed to get some spectacular backdrops to shoot against, which also helps give the

movie an authentic energy as well as its own specific look,” says Vaughan.

The filmmakers also use the city to show the differences between the main characters.

Says Aguilar: “Joy works on Wall Street and has a faster, more upscale life, while Jack resides in

Brooklyn and builds closets for a living. With such a varied pair, we were able to showcase the

beauty and uniqueness of New York in so many interesting, contrasting ways. It basically

doubled our possibilities.”

A madcap cross-town chase scene in which Jack and Joy race, separately, to make a

mandatory appointment with their marriage therapist – each attempting to thwart the other’s

journey – was the film’s most complex set piece. Vaughan storyboarded every shot, ensuring that

the sequence’s inherent sense of fun and spontaneity was fully captured.

Filming concluded with two weeks on location in Las Vegas, with the Planet Hollywood

Resort and Casino serving as “home base.” Shooting a movie anywhere crowded can cause a

commotion, but filming in Las Vegas can be more than challenging. “Picture trying to shoot a

scene with stars as big as Ashton and Cameron,” says Aguilar. “The city isn’t going to block off

an area that huge and popular, so you just have to go with it. You end up with a ton of people

walking by, watching, and shouting to the actors. It’s tough, but you find ways to work with the

environment, not against it.”

Vaughan wanted the shoot to finish in Las Vegas, thinking it would be “a psychologically

nice, morale-boosting place to end up.” On a more practical note, it also worked better to film

first in New York, during the summer, when the city’s visual landscape and light were at their

peak. “The Vegas scenes were mostly interiors and night shots,” explains Vaughan, “so it

worked out fine to wait and shoot there in the fall.”

In the end, not only does Vaughan hope audiences walk away from What Happens in

Vegas having had a joyful, entertaining movie experience, but also with a better understanding of

what brings people together. “Sometimes the person you’re meant to be with is right in front of

you,” maintains Vaughan. “You just have to give yourself a chance to realize you’ve actually

found them.”

“That’s the cool thing about life,” offers Ashton Kutcher, “you can never predict who

you’ll end up with or why. But when it happens, you have to pay attention. Like they say, there

are no accidents.”

Adds Cameron Diaz: “Most of the great decisions that will ever be made are the illogical

ones. And sometimes those are the choices that work out the best for us.”

ABOUT THE CAST

CAMERON DIAZ (Joy McNally) is a four-time Golden Globe® nominee and one of

contemporary Hollywood’s most popular screen actresses. After making a major impression

debuting opposite Jim Carrey in the action-comedy The Mask, Diaz was seen in a string of well-

regarded independent films including The Last Supper; Ed Burns’ She’s the One; Feeling

Minnesota, with Keanu Reeves; Head above Water; Keys to Tulsa; and Danny Boyle’s A Life

Less Ordinary, co-starring Ewan McGregor.

Then, in 1997, the actress achieved bona fide star status when she appeared along with

Julia Roberts and Dermot Mulroney in the hugely successful romantic comedy My Best Friend’s

Wedding playing the beautiful, vulnerable, and vocally challenged Kimberly.

Fortune shined on Diaz again the next year when she starred as the object of both Ben

Stiller’s and Matt Dillon’s wacky affections in the Farrelly Brothers’ surprise hit There’s

Something About Mary. The edgy comedy earned Diaz her first Golden Globe Award

nomination, for Best Actress in a Comedy or Musical.

After a role in the thriller Very Bad Things, she went on to co-star with John Cusack in

the boldly original Being John Malkovich. For her transformative role as the dowdy, pet-

obsessed Lotte Schwartz, Diaz received her second Golden Globe nomination, this time in the

Best Supporting Actress category.

The next few years marked a series of major milestones for the actress when she

appeared in the enormously popular Charlie’s Angels feature remake; as the voice of Princess

Fiona in the animated mega-smash Shrek; in Cameron Crowe’s Vanilla Sky, opposite Tom

Cruise; and in Martin Scorcese’s lauded epic, Gangs of New York. The latter two roles earned

Diaz her third and fourth Golden Globe Award nominations.

Other big-screen appearances during this time included Oliver Stone’s Any Given

Sunday, Things You Can Tell Just By Looking at Her, The Invisible Circus, and The Sweetest

Thing.

The sequels Charlie’s Angels: Full Throttle, Shrek 2, and Shrek the Third followed for

Diaz, along with lead roles in Curtis Hanson’s In Her Shoes and Nancy Meyers’ The Holiday.

The actress will next be seen in Richard Kelly’s sci-fi thriller The Box, with Shrek Goes

Fourth currently slated for release in 2010.

ASHTON KUTCHER (Jack Fuller) has become one of the most in-demand

leading men on the big screen. It all started on the small-screen, though, for the former Calvin

Klein model when he was cast in the hit Fox TV series That ‘70s Show as the dim-witted, but

sexy, Michael Kelso. Kutcher appeared in 183 episodes of the sitcom from its debut in 1998

through 2006.

At the same time, he acted in numerous features including Dude, Where’s My Car; Just

Married; Cheaper By the Dozen; The Butterfly Effect; Guess Who; A Lot Like Love; and Bobby,

establishing himself as a reliable presence in both broad comedies and romantic comedies, as

well as in dramas.

Most recently, Kutcher co-starred with Kevin Costner in The Guardian and voiced the

role of the fast-talking mule deer Elliot in the animated hit Open Season.

Kutcher, through his production company Katalyst Films, has also enjoyed a successful

television-producing career, starting with MTV’s popular hidden camera reality series Punk’d,

which he hosted as well. Kutcher went on to executive produce a succession of other reality

shows including the CW’s Beauty and the Geek, which is currently entering its fifth season;

NBC’s The Real Wedding Crashers; and, for MTV, Room 401 and Adventures in Hollywood,

featuring rap group Three 6 Mafia. He also produced the recent ABC sitcom Miss/Guided and

has several game shows airing soon including Game Show in my Head for CBS and Opportunity

Knocks for ABC.

Kutcher will be seen later this year, along with Michelle Pfeiffer and Kathy Bates, in the

feature drama Personal Effects, and in Spread, co-starring Anne Heche, produced by Kutcher

and his Katalyst films.

ROB CORDDRY (Steve “Hater” Hader) first gained attention through his appearances

on Comedy Central’s sketch comedy series Upright Citizens’ Brigade and, later, as a longtime

“correspondent” for the network’s The Daily Show with Jon Stewart.

Comic roles in films like Old School and Blackballed: The Bobby Dukes Story and such

TV series as Arrested Development, Cartoon Network’s Sunday Pants, and Curb Your

Enthusiasm followed for the Boston native.

Corddry went on to act in the features Failure to Launch, The Pleasure of Your

Company, and Unaccompanied Minors, and lent his voice to the animated Arthur and the

Invisibles.

Last year, in addition to starring in the short-lived Fox TV series The Winner, he

appeared in the indie farce The Ten, along with such major studio comedies as Blades of Glory, I

Now Pronounce You Chuck and Larry, and the remake of The Heartbreak Kid.

Corddry, most recently seen in the Will Ferrell comedy Semi-Pro, will also appear in the

upcoming Patriotville, starring Justin Long; Harold & Kumar Escape from Guantanamo Bay;

and Lower Learning, with Jason Biggs and Eva Longoria Parker.

TREAT WILLIAMS (Jack Fuller, Sr.) has been working steadily in both film and

television since his 1976 movie debut as squeaky-voiced detective Michael Brick in Terence

McNally’s bawdy comedy The Ritz.

Williams then captivated audiences playing the ebullient hippie, Berger, in the feature

version of the Broadway musical Hair. Roles followed in such movies as Steven Spielberg’s

1941, Sidney Lumet’s Prince of the City, and the epic drama Once Upon a Time in America, as

well as leads in a host of telefilms including Dempsey; A Streetcar Named Desire; the PBS

adaptation, Some Men Need Help; and J. Edgar Hoover.

The actor went on to appear in the feature films Smooth Talk, The Men’s Club, Sweet

Lies, Dead Heat, and Heart of Dixie; and on TV in movies like Max and Helen (as Max

Rosenberg), Till Death Do Us Part, The Water Engine, and Deadly Matrimony; the mini-series

Drug Wars: The Camarena Story; and in the title role of the legal drama series, Eddie Dodd. He

also starred opposite Shelley Long in the CBS sitcom Good Advice.

Later feature roles include Hand Gun, Things to Do in Denver When You’re Dead, The

Devil’s Own, Deep Rising, The Deep End of the Ocean, Hollywood Ending, and Miss

Congeniality 2: Armed & Fabulous.

Williams’ more recent TV credits include a long list of telefilms such as Parallel Lives,

In the Shadow of Evil, HBO’s The Late Shift (in which he played former super-agent Mike

Ovitz), Escape: Human Cargo; Journey to the Center of the Earth; and Guilty Hearts; along

with appearances on the series UC: Undercover and Going to California.

The actor gained a whole new generation of fans when he starred in the highly embraced

WB series Everwood, playing small town doctor Andy Brown, from 2002 to 2006. Williams

received two Screen Actors Guild Award® nominations for the part.

Most recently, he was seen in a recurring role on the ABC drama Brothers & Sisters; in

the highly rated Lifetime movie The Staircase Murders; and on TNT’s limited series Heartland,

in which he starred as a heart surgeon.

DENNIS MILLER (Judge Whopper) hit the ground running in 1985 when he was cast on

TV’s Saturday Night Live. He spent six seasons on the popular show, most notably as the

smirky “Weekend Update” anchor.

The comedian went on to host the syndicated Dennis Miller Show, which was among the

first alternative TV talk shows. Though it only lasted a year, it paved the way for his far more

successful outing, Dennis Miller Live, which enjoyed a nine-year, 215-episode run on HBO.

Miller and his writing staff were nominated for Emmy® Awards five times over the course of

the half-hour talk show’s lengthy life.

During the 1990s, Miller also acted in a number of feature films including Madhouse,

Disclosure, The Net, Never Talk to Strangers, Bordello of Blood, and Murder at 1600, as well as

on such TV sitcoms as NewsRadio and The Norm Show.

Miller later spent two seasons as the color commentator for ABC’s NFL Monday Night

Football, then went on to host CNBC’s hour-long prime time political show simply titled Dennis

Miller.

Over the past 20 years, he also starred in and wrote the HBO specials Mr. Miller Goes to

Washington; Black and White; Live From Washington DC: They Shoot HBO Specials, Don’t

They?; State of the Union Undressed; Citizen Arcane; The Millennium Special; The Raw Feed

(2003 Emmy nomination); and All In. Miller also wrote and appeared in 2007’s NFL Network

special, The Monday Night Miracle.

In addition, he wrote a best-selling series of “Rant” books for Doubleday Publishing and,

later, Harper-Collins.

Last year, Miller began hosting Westwood One’s The Dennis Miller Show, a daily, three-

hour talk show focusing on culture, current events, and politics. It airs on 138 radio stations

across the United States.

Miller also currently hosts NBC’s primetime game show Amne$ia.

LAKE BELL (Tipper) was most recently seen in the New Line comedy Over Her Dead

Body, co-starring with Paul Rudd and Eva Longoria Parker.

She has had regular roles on the NBC series Miss Match and Surface. Bell also recurred

as Sally Heep on ABC’s The Practice, a part she reprised over the course of two seasons on

ABC’s popular David Kelly follow-up, Boston Legal.

Other TV appearances include the NBC telefilm War Stories and a recurring role on ER.

Additional feature credits include Slammed, Speakeasy, I Love Your Work, Rampage: The

Hillside Strangler Murders, and the upcoming thriller Still Waters.

Bell will be seen next year in New Line’s police saga Pride and Glory, with Colin Farrell

and Edward Norton.

ABOUT THE FILMMAKERS

TOM VAUGHAN (Director) made his feature-directing debut with the hit coming-of-age

comedy Starter for 10, starring James McAvoy and Dominic Cooper. The British-American coventure,

which counted Tom Hanks and Sam Mendes among its producers, earned Vaughan a

British Independent Film Award nomination as well as an Audience Award from the 2006

Austin Film Festival. The movie was also nominated last year for a UK Empire Award as Best

British Film.

Following the success of Starter for 10, Vaughan directed episodes of the HBO series

John From Cincinnati and Big Love.

Vaughan’s career began in his native Britain where he directed the short films Super

Grass and Truel, two episodes of the TV series Cold Feet, the telefilms I Saw You and Final

Demand, and the four-part BBC miniseries He Knew He Was Right.

DANA FOX (Screenwriter) received a B.A. degree in English and Art History from

Stanford University in 1998 and a graduate degree from USC's Peter Stark Producing Program in

2000. Her debut screenplay, The Wedding Date, was produced by Gold Circle, 26 Films and

Jessica Bendinger, went into production four months from completion of the first draft and was

released by Universal in 2005.

Since then, Fox has worked steadily in features on both rewrites (including 27 Dresses

for Spyglass and Fox 2000) and originals. She sold her original idea, What Happens in Vegas,

to 20th Century Fox as a pitch. Fox is currently writing Male Doula for Vince Vaughn and

Universal. As a producer, she is developing How to Get Divorced By 30 with Marc Platt and

Universal. Fox was named one of Variety's Top Ten Screenwriters to Watch for 2007.

MICHAEL AGUILAR (Producer) is president of production for The Miller Company, a

production and management firm (and division of Mosaic Media Group) founded by What

Happens in Vegas producer Jimmy Miller.

Aguilar was a co-producer on 2006’s Best Picture Oscar® winner The Departed, directed

by Martin Scorsese, and served in the same capacity on Richard Donner’s Timeline.

He was a producer on both the Touchstone comedy Out Cold and the 2006 holiday

release Unaccompanied Minors, as well as executive producer on Constantine.

Current executive producer credits include the Will Ferrell comedy Semi-Pro; the drama

Henry Poole is Here, starring Luke Wilson and Radha Mitchell; and Patriotville, with Justin

Long.

Aguilar will serve as producer on three upcoming features: the crime drama 36, the

horror remake The Crazies, and the vampire thriller Damn Nation.

SHAWN LEVY (Producer) has become one of Hollywood’s top comedy directors after

helming such hit films as Just Married, remakes of both Cheaper By the Dozen and The Pink

Panther, and the international smash Night at the Museum.

Previous feature directing credits include Just in Time, Address Unknown, and Big Fat

Liar.

Levy gained early directing success in television, where he worked on such youth-

oriented series as The Secret World of Alex Mack, Lassie, The Journey of Allen Strange, So

Weird, Animorphs, In a Heartbeat, and, most notably, The Famous Jett Jackson, for which he

directed 49 episodes. During that period, he also directed episodes of the series Dead Man’s

Gun and First Wave, as well as the Disney telefilm Jett Jackson: the Movie.

He later directed episodes of the WB series Do Over and Birds of Prey, as well as the

pilot for the network’s Pepper Dennis.

Levy’s producing credits include Night at the Museum and the Fox sequel Cheaper By

the Dozen 2. He also served as executive producer on both Jett Jackson: The Movie and the

subsequent Jett Jackson series; was a producer on the PAX telefilm I Saw Mommy Kissing Santa

Claus; and executive produced the WB series Pepper Dennis.

He most recently produced the feature comedy The Rocker and executive produced Pink

Panther 2.

Next up for Levy are directing and producing chores on Fox’s Night at the Museum:

Escape From the Smithsonian.

JIMMY MILLER (Producer) is a partner in Mosaic Media Group and head of its Miller

Company production and management division.

He manages some of the most sought-after talent in show business including actors Jim

Carrey, Will Ferrell, and Sacha Baron Cohen; writer/directors Judd Apatow and Adam McKay;

and producer/director Jay Roach.

Miller’s film producing credits include Elf, Kicking & Screaming, Talladega Nights: The

Ballad of Ricky Bobby, and the recent Will Ferrell comedy Semi-Pro.

For television, Miller produced the Canadian comedy Reelmadness (which starred

Ferrell, Ana Gasteyer, and Colin Quinn), the hit CBS drama The Guardian, the Fox comedy

Happy Hour, and the NBC sitcom Twenty Good Years.

This summer, the producer will be represented on the big screen by the feature adaptation

of the classic TV series Get Smart, starring Steve Carrell and Anne Hathaway, and by the Will

Ferrell-John C. Reilly comedy Step Brothers.

Future productions for Miller include the romantic comedy She’s Out of My League and

the feature remake of the popular 1970s adventure series Land of the Lost, to star Will Ferrell

and Anna Friel.

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

independent film producers of the past 25 years, with over 100 feature films to his credit. Born in

Israel, Milchan was educated at the University of Geneva. His first business venture was transforming

his father’s modest business into one of his country’s largest agro-chemical companies. This early

achievement was a harbinger of Milchan’s now-legendary reputation in the international marketplace

as a keen businessman.

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

him – film, television and theater. Early projects include Roman Polanski’s theater production of

Amadeus, Dizengoff 99, La Menace, The Medusa Touch and the mini-series Masada. By the end of

the 1980s, Milchan had produced such films as Martin Scorsese’s The King of Comedy, Sergio

Leone’s Once Upon at Time in America and Terry Gilliam’s Brazil.

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

New Regency Productions and went on to produce a string of successful films including J.F.K,

Sommersby, A Time to Kill, Free Willy, The Client, Tin Cup, Under Siege, L.A. Confidential, The

Devil’s Advocate, The Negotiator, City of Angels, Entrapment, Fight Club, Big Momma’s House,

Don’t Say a Word, Daredevil, Man on Fire, Guess Who, Mr. and Mrs. Smith, Big Momma’s

House 2, Date Movie, Firehouse Dog and the recent box-office hits Alvin and the Chipmunks

and Jumper.

Upcoming projects include: Meet Dave, a fish-out-of-water comedy starring Eddie

Murphy; They Came From Upstairs, a comedy-adventure about teens who defend their vacation

home in Michigan from aliens; and Mirrors, a thriller starring Kiefer Sutherland.

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

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

media worldwide (excluding an output arrangement Regency has in Germany), including on U.S.

pay television, and international pay and free television.

Milchan also successfully diversified his company’s activities within the sphere of

entertainment, most specifically in the realm of television through Regency Television

(“Malcolm in the Middle,” “The Bernie Mac Show”). Regency recently acquired a stake in

Channel 10, BabyFirstTV, and an Israeli TV network. In addition, Regency holds television

rights to Sony Ericsson Women’s Tennis Association events.

JOE CARACCIOLO, JR. (Executive Producer) has held a variety of feature production

titles over the last twenty years.

He executive produced the films Second Sight, Tune In Tomorrow, Glengarry Glen Ross,

Serial Mom, A Good Man in Africa, The Man Who Knew Too Little, Pecker, Uptown Girls, Hide

and Seek, Just My Luck, and The Devil Wears Prada.

Producer credits include Radio Inside; I Love You, I Love You Not; Simply Irresistible;

Cecil B. Demented; and Swimfan. He also co-produced Copycat.

Caracciolo was a production manager on Running On Empty, Mortal Thoughts, Freejack,

Copycat, Cecil B. Demented, Mr. Deeds, and Uptown Girls; and line produced Mortal Thoughts.

DEAN GEORGARIS (Executive Producer) has written the features Lara Croft Tomb

Raider: The Cradle of Life, Paycheck, the remake of The Manchurian Candidate, and Tristan &

Isolde.

Georgaris wrote and will produce the upcoming feature 36, a remake of the French crime

drama 36 Quai des Orfevres. He is also slated to produce the films The Crazies and Damn

Nation along with What Happens in Vegas producer Michael Aguilar.

MATTHEW LEONETTI, ASC (Director of Photography) has worked consistently

behind the camera since the mid-1970s, building a resume that boasts over 75 feature and TV

movie titles.

Leonetti’s many feature film credits include Breaking Away, Poltergeist, Fast Times at

Ridgemont High, Jagged Edge, Dead Again, Star Trek: First Contact, and Star Trek:

Insurrection.

He has also shot such theatrical releases as Raise the Titanic, Eyewitness, Songwriter,

Weird Science, Commando, Jumpin’ Jack Flash, Dragnet, Red Heat, Hard to Kill, Another 48

Hrs., Leap of Faith, Angels in the Outfield, A Low Down Dirty Shame, Strange Days, and

Species II.

More recently, Leonetti served as cinematographer on features like Along Came a Spider,

Rush Hour 2, 2 Fast 2 Furious, The Butterfly Effect, the Dawn of the Dead remake, Fever Pitch,

Accepted, Pride, and last year’s redo of The Heartbreak Kid.

Early in his career, he shot an impressive roster of TV movies including The Elevator,

Hurricane, Terror on the 40th Floor, It Couldn’t Happen to a Nicer Guy, Search for the Gods,

The Deadly Tower, The Lives of Jenny Dolan, The Call of the Wild, Flight to Holocaust, The

Hostage Heart, Superdome, Ruby and Oswald, A Fire in the Sky, The Triangle Factory Fire

Scandal, and Willa.

Later telefilms include Crazy Times, Stand By Your Man, Mae West, American Geisha,

Under the Influence, and Secret Witness.

MATTHEW FRIEDMAN (Editor) served in the same capacity on such studio features as

I Spy, John Tucker Must Die, and Over Her Dead Body.

His many independent film credits include Certain Guys, We Married Margo, Cold

Heart, The Last Run, The Truth About Miranda, English as a Second Language, Novel Romance,

and, most recently Peter Lefcourt’s The Deal, starring William H. Macy and Meg Ryan.

Friedman also edited the TV pilots for the Fox series The Loop and the WB’s Pepper

Dennis.

In addition, he held a variety of assistant editing jobs on such features as Tollbooth, The

Crew, How to Make an American Quilt, Private Parts, the Doctor Dolittle remake, The Muse, 28

Days, and Road Trip.

STUART WURTZEL (Production Designer) has amassed over 40 major feature and

telefilm credits during his thirty-plus years designing for the screen. His work has been honored

with an Oscar nomination, three Emmy Award nominations (including one win), and two Art

Directors Guild Awards.

His earliest features include such 1970s titles as Hester Street, Between the Lines, and

Hair followed in the 1980s by Times Square, The Chosen, Tattoo, and Woody Allen’s The

Purple Rose of Cairo and Hannah and Her Sisters, for which he earned an Oscar nomination.

Subsequent 1980s film credits include Brighton Beach Memoirs, Suspect, The House On

Carroll Street, Old Gringo, Staying Together, and An Innocent Man; as well as the TV movies

The Ballad of Gregorio Cortez, Little Gloria...Happy at Last (Emmy nomination), Murder in

Coweta County, and Pope John Paul II.

Wurtzel designed a succession of features throughout the next decade such as 3 Men and

a Little Lady, Mermaids, The Mambo Kings, Used People, Romeo Is Bleeding, When a Man

Loves a Woman, I.Q., Before and After, Ghost and the Darkness, Jungle 2 Jungle, and Stepmom.

Later motion picture credits include Isn’t She Great, Murder By Numbers, Little

Manhattan, and Charlotte’s Web, along with the much-honored HBO films Wit, Angels in

America (Emmy win and Art Directors Guild award), and Empire Falls (Emmy nomination and

Art Directors Guild award).

Wurtzel most recently designed the Disney hit Enchanted and the pilot episode of NBC’s

Lipstick Jungle.

RENEÉ EHRLICH KALFUS (Costume Designer) has designed the wardrobe for such

acclaimed features as What’s Eating Gilbert Grape, Dead Man Walking, The Cider House Rules,

and Chocolat. For the latter she was nominated for both BAFTA and Costume Designers Guild

awards.

Other film credits include Once Around, With Honors, Safe Passage, Let It Be Me, The

Evening Star, Addicted to Love, Snow Falling On Cedars, Pay It Forward, The Shipping News,

The Life of David Gale, Ladder 49, and Game 6.

She recently worked on the features Perfect Stranger, Feast of Love, and the current Baby

Mama, with Tina Fey and Amy Poehler.

CHRISTOPHE BECK (Composer) has composed the score of well over 40 feature films

and nearly 20 television shows. With over 15 years of experience, Beck has scored a wide array

of projects, including such action films as The Sentinel and Elektra, the comedies Charlie

Bartlett, The Pink Panther and Bring It On, and such dramas as Under the Tuscan Sun and Year

of the Dog.

He also recently composed the scores of Fred Claus, The Seeker: The Dark is Rising and

the comedy Drillbit Taylor. His other film credits include License to Wed, We Are Marshall,

School for Scoundrels, Yours, Mine and Ours, Taxi, A Cinderella Story, Saved!, Garfield,

Cheaper by the Dozen, American Wedding and Just Married.

DEVA ANDERSON (Music Supervisor) has served in the same capacity on the feature

films Star Maps, Palmetto, Beloved, Anywhere But Here, My Dog Skip, The Center of the World,

My Big Fat Greek Wedding, Murder By Numbers, The Truth About Charlie, Racing Stripes,

Because of Winn-Dixie, Last Holiday, Starter for 10, A Thousand Years of Good Prayers, and,

most recently, Charlie Wilson’s War, One Missed Call, and the upcoming The Great Buck

Howard.

For television, Anderson has supervised the music for the movies Tuesdays With Morrie,

Amy & Isabelle, and Oprah Winfrey Presents: Mitch Albom’s One More Day; the HBO/Playtone

miniseries John Adams and The Pacific; and the HBO series The Comeback and Big Love.

Permission is hereby granted to newspapers and periodicals to reproduce this

text in articles publicizing the distribution of the Motion Picture.

All other use is strictly prohibited, including sale, duplication, or other transfers of this material.

TWENTIETH CENTURY FOX and

REGENCY ENTERPRISES Present

A 21 LAPS / MOSAIC MEDIA GROUP

Production

CAMERON DIAZ

ASHTON KUTCHER

“WHAT HAPPENS IN VEGAS”

ROB CORDDRY

LAKE BELL

TREAT WILLIAMS

DENNIS FARINA

JASON SUDEIKIS

and DENNIS MILLER

ZACH GALIFIANAKIS

MICHELLE KRUSIEC

DEIRDRE O’CONNELL

KRYSTEN RITTER

Directed by...................................................TOM VAUGHAN

Written by ............................................................. DANA FOX

Produced by..........................................MICHAEL AGUILAR

.........................................................................SHAWN LEVY

...................................................................... JIMMY MILLER

Executive Producers ................................ ARNON MILCHAN

..........................................................JOE CARACCIOLO, JR.

................................................................ DEAN GEORGARIS

Director of Photography ..... MATTHEW F. LEONETTI, ASC

Production Designer............................... STUART WURTZEL

Edited by..........................................MATTHEW FRIEDMAN

Music by ................................................CHRISTOPHE BECK

Music Supervisor ..................................... DEVA ANDERSON

Costume Designer...................... RENEÉ EHRLICH KALFUS

Casting by .................................................... AVY KAUFMAN

Unit Production Manager..................... JOHN A. MACHIONE

Unit Production Manager.................. JOE CARACCIOLO, JR.

First Assistant Director ...............................GLEN TROTINER

Second Assistant Director......................... EDDIE MICALLEF

CAST:

Joy McNally................................................ CAMERON DIAZ

Jack Fuller..............................................ASHTON KUTCHER

Hater ............................................................. ROB CORDDRY

Tipper................................................................... LAKE BELL

Mason ........................................................ JASON SUDEIKIS

Jack Fuller Sr. .......................................... TREAT WILLIAMS

Mrs. Fuller ........................................DEIRDRE O’CONNELL

Chong...................................................MICHELLE KRUSIEC

Banger......................................................... DENNIS FARINA

Dave the Bear.....................................ZACH GALIFIANAKIS

Dr. Twitchell...............................................QUEEN LATIFAH

Kelly.........................................................KRYSTEN RITTER

Fuller Closets Worker....................................RICKY GARCIA

Curtis ............................................................ANDREW DALY

Maid.........................................................BENITA ROBLEDO

Judge Whopper............................................DENNIS MILLER

Hot Woman .............................................AMANDA SETTON

Hot Woman #2 ................................................TONI BUSKER

Cute Girl.......................................................JESSICA McKEE

Male Cop/Stripper/ ................................ RICARDO WALKER

Female Cop/Stripper....................................VALERIE ORLIK

Cab Driver .............................................................. BEN BEST

Fruit Guy .......................................................CLEM CHEUNG

Tour Guide..............................................ERIC ZUCKERMAN

Sammy...............................................CAROLINE WILLMAN

Uncle Pat ......................................... TOMMY McGOLDRICK

Band Leader................................................. BILLY EICHNER

Joy’s Lawyer ...........................................MADDIE CORMAN

Wedding Chapel Priest ...........................JERRY V. LINDSAY

Tourist ................................................... SAMANTHA RIDGE

NYMEX Trader #1.....................RICHARD M.SCHAEFFER

NYMEX Trader #2...........................MICHAEL P. MOLNAR

NYMEX Trader #3...................................JOHN EISENBERG

NYMEX Trader #4.............................. CIARAN T. O’KELLY

Aunt Fuller.................................................. JENNIFER TRIER

Team Leader......................................... MICHAEL HARKINS

Team Leader #2..................................PATRICK KNIGHTON

Mr. Chong / Brainiac.....................................ADAM ZUNIGA

Hater’s Friend #1..........................................AARON NAUTA

Hater’s Friend #2............................CHRISTOPHER NEGRIN

Party Girl #2...............................BRITTANY DAWN BEALL

Party Guy #2................................................... ARIEL SHAFIR

Amanda Diamond..................................... SHEENA ALONZO

Club Manager ....................................... BRADLEY MORONE

Stunt Coordinators.....BLAISE CORRIGAN, G.A. AGUILAR

Stunts By: .......................KIMBERLY SHANNON MURPHY

..................................IAN McLAUGHLIN, TONY VINCENT

.............KEVIN PATRICK BURKE, JENNIFER S. BADGER

........................ KIMMY SUZUKI, GEOFFREY A. DOWELL

..... WILLIAM COTE KRUSCHWITZ, HARRY CORRIGAN

..............JOHNNIE CENATIEMPO, SAMANTHA MacIVOR

...................................... VICTOR PAGUIAk, DREW LEARY

MADE IN ASSOCIATION WITH DUNE

ENTERTAINMENT III LLC

Art Director ............................................. STEVEN GRAHAM

Assistant Art Directors ................................JOHN KASARDA

.................................................................. MARION KOLSBY

Set Decorator......................................SUSAN BODE-TYSON

Assistant Set Decorator ............... JENNY ALEX-NICKASON

Leadman.................................................BRUCE LEEGROSS

Second Second Assistant Director.................JUSTIN RITSON

Camera Operator/Steadicam.......................ANDREW CASEY

First Assistant Camera...............................STEVEN SEARCH

Second Assistant Camera ................................TOM CIOCCIO

“B” Camera Operator............................DOUG PELLEGRINO

“B” Camera First Assistant...............................DOUG FOOTE

“B” Camera Second Assistant....................LAUREN BROWN

Loader........................................ ERIC CHAVEZ ROBINSON

Still Photographer...............................................K.C. BAILEY

Video Playback.............................................DARREN RYAN

Script Supervisor..................................... CATHERINE GORE

Sound Mixer ...............................................CHRIS NEWMAN

Boom Person.................................................GREGG HARRIS

Cable Person .................................... JEANNE L. GILLILAND

Supervising Sound Editor .............................. JOHN MORRIS

Sound Mixing ...... PAUL MASSEY, DAVID GIAMMARCO

First Assistant Editors.... GORDON ANTELL. RICK DERBY

Second Assistant Editor .....................ANDREW THOMPSON

Post Production Coordinator................. ANGELA GERARDO

Editorial Production Assistant ........................ADAM WEBER

Property Master..................................... RUTH DiPASQUALE

Assistant Property Master...........................W. F. REYNOLDS

Prop Assistant............................................BRANDON COOK

Gaffer..........................................................ANDREW J.DAY

Best Boys Electric............................RALPH F. S. CROWLEY

Company Electrics.................................MICHAEL HUNOLD

............................... RYAN RODRIGUEZ, PETER RUSSELL

............................... DAN KUBICEK, WILLIAM MACGHEE

Basecamp Genny Operator .............. CHRIS LOMBARDOZZI

Genny Operator.....................................JAMIE GALLAGHER

Rigging Gaffer........................................CHARLES GRUBBS

Rigging Best Boy Electric ..............................MICHAEL LEO

Rigging Electrics.......... JORGE P. BURGOS, JOHN WOODS

Key Grip ...................................................... MITCH LILLIAN

Best Boy Grip ........................................... PAUL CANDRILLI

“A” Dolly Grip........................................RICK MARROQUIN

“B” Dolly Grip...............................................KEVIN LOWRY

Company Grips.................TOM KEMPF, GRAHAM KLATT

....................................................................... ERIC GEARITY

Key Rigging Grip..................................... JAMES BONIENCE

Rigging Grips.................................... MICHAEL McFADDEN

..........................MONIQUE MITCHELL, ARNE OLSON JR.

Assistant Costume Designer ........ ELIZABETH K. SHELTON

Costume Coordinator.......................BRIANNA PATTERSON

Wardrobe Supervisor ......CHERYL KILBOURNE-KIMPTON

Ms. Diaz’s Costumer .........................YULIA GERSHENZON

Mr. Kutcher’s Costumer .........................WINSOME McKOY

Key Costumer .................................................. ROSIE WELLS

Costumer.............................................CARMIA MARSHALL

Set Costumer...............................................VERNE MALONE

Costume Shop Supervisor..............KATHY PRITT OBERLIN

Costume Production Assistants..................MEGHAN COREA

.......................................................................... ADAM WATT

Key Makeup Artist.....................................TANIA RIBALOW

Makeup Artist for Ms. Diaz....................ROBIN FREDRIKSZ

Makeup Artist for Mr. Kutcher...................... TRACEY LEVY

Key Hair Stylist / Hair Stylist for Mr.

Kutcher ................................................ ANGEL DE ANGELIS

Hair Stylist for Ms. Diaz....................................... LONA VIGI

Assistant Hair Stylist ...................................... ROBERT CHIU

Location Manager............................... MICHAEL ANTHONY

Production Coordinator ................................PETER I. SABAT

Art Department Coordinator.......................NORA KASARDA

Art Department Assistant .............JENNIFER DE FOUCHIER

Product Placement ........................................WENDY COHEN

Graphic Artist................................................GARY CERGOL

Storyboard Artists.................................. KARL SHEFELMAN

.......................... STEVEN GLAZMAN, GRANT SCHAFFER

Set Dressers ............. JIMMY WHELAN, JASON A. BROWN

.....................................ANTHONY SCALZO, JAMES KENT

On Set Dresser..................... ADAM GOODNOFF-CERNESE

Assistant Location Managers........................ JOSHUA SHULL

................................................................. NELSON KHOURY

Location Coordinator.................................LINDSEY MAGEE

Location Scouts .........................................JESSICA ARCHER

..SUAN SILAS, KATE BEALL, MICHAEL “TY’ INWOOD

Location Assistants.............................. BARA PAVLICKOVA

................. NATHAN SHULL, MATTHEW K. HERTZBERG

Parking Coordinator ................................DEREK PASTURES

Construction Coordinator.........................JOSEPH S. PATIRE

Head Carpenter..........................................ROBERT TRAGER

Construction Consultants................. ROBERT PETAGNA SR.

...................................................................FRANK DIDIO SR.

Shop Craftsman ...............................JOSEPH P. KAMFOR JR.

Key Construction Grip..................... NICHOLAS MONGELLI

Key Construction Electric................................... RICH COHN

Construction Grips........................ CHRISTOPHER PROSCIA

................................................................... FRANK DIDIO JR.

Shop Production Assistant..............................JOSHUA BOOK

Scenic Charge.................................................JON RINGBOM

Scenic Foreman .................................VIRGINIA E. GIFFORD

Scenic Shop Foreman............................SOPHIA VASILAKIS

Camera Scenic .................................... STEPHEN SHELLOOE

Scenics............DIANE J. LAURIENZO, ERIC SCHAPPACH

....................... MARY E. OWENS, VINCENT J. PARRELLA

Assistants to Mr. Vaughan..... KAELAN KELLY-SORDELET

.............................................................VIVIANA SERRATOS

Assistant to Mr. Aguilar ............................... GILANA LOBEL

Assistant to Mr. Levy ................................. MAZEN HASSAN

Assistant to Mr. Caracciolo ......... AMANDA GREENBLATT

Assistants to Ms. Diaz ....JESSIE LUTZ, CATHERINE BURT

Production Accountant ... MAUREEN “MO” CRUTCHFIELD

First Assistant Accountant...................REBECCA FELDMAN

Second Assistant Accountants.........................BRENDA YOO

.........................................................................JENNY GATES

Payroll Accountant ............................. CAMILLA PLUMMER

Accounting Clerk....................................CARA MIA HARRIS

Assistant Production Coordinator..............................................

...................................................MONICA CELIS BARRAZA

Production Secretary................................LINDSEY LEFKOW

Production Assistants ..................................STEPHEN KRILL

................................................................KRISTEN VINCENT

Key Set Production Assistants........................ GREG STALEY

....................................................... PATRICK BEVILACQUA

Set Production Assistants ........................ ROBERT A. LOPEZ

............JASON FREDERICK FESEL, CONNOR DRISCOLL

..............................JOSH BREIDBART, NICOLA COETZER

DGA Trainee...............................................JOSHUA LUCIDO

Extras Casting...BARBARA McNAMARA, MARI KLASNA

Casting Associates...LEEBA ZAKHAROV, LOIS DRABKIN

Unit Publicist ....................................................... AMY COHN

Craft Service MICHAEL McKENNA, FRANK J. McKENNA

Caterer.....................HENRY’S INTERNATIONAL CUISINE

Chefs.........................HENRY PREVIL, JORGE GONZALEZ

Catering Assistants .................VICTOR MANUAL DORADO

......................................................................PETER ANDERS

Transportation Captain..................... EDWARD O’DONNELL

Transportation Co-Captain............. THOMAS McGOLDRICK

Production Interns .............................. ILENE ECHAVARRIA

..........................ZSUZSA MYSAK, SEBASTIAN PODESTA

Post Production Facilities Provided by ......................................

............................. TWENTIETH CENTURY FOX STUDIOS

Supervising ADR Editors ..... MILDRED IATROU MORGAN

Dialogue Editor...............................................ALLEN HARTZ

ADR Editors ........... R.J. KIZER, GLORIA D'ALESSANDRO

Sound Effects Editors ...............................CHUCK MICHAEL

................................................................. DAVID GRIMALDI

Supervising Foley Editor .........................JOHN M. MURRAY

Foley Editors...................MATT HARRISON, SIMON COKE

First Assistant Sound Editor ............. GALEN GOODPASTER

Sound Editorial Engineering.......... ERIN MICHAEL RETTIG

................................................................. GEOFF ETHRIDGE

Assistant Sound Editors ....... MATT CLOUD, ERIC LARSEN

Recordist.....................................................TIM GOMILLION

Re-recording Engineer..........................................BILL STEIN

Foley Artists............ALICIA STEVENSON, DAWN FINTOR

Foley Mixer ...................................... DAVID BETANCOURT

ADR Mixer .........................................CHARLEEN STEEVES

ADR Recordist.........................................DAVE LUCARELLI

Voice Casting...............................................JOHN GIDCOMB

Negative Cutter.............................................GARY BURRITT

Color Timer.................................................HARRY MULLER

Main and End Title Design .............................PICTURE MILL

Digital Intermediate Facility..........................................EFILM

Digital Film Colorist ..................................... STEVE BOWER

Digital Intermediate Producer..............MICHAEL KENNEDY

Digital Conform...................................... AMY PAWLOWSKI

Visual Effects by ............................BRAINSTORM DIGITAL

Music Coordinator.........................DELPHINE ROBERTSON

Music Editors................... TERRY WILSON, DAN DiPRIMA

Temp Music Editor ..................................... MICHAEL RYAN

LAS VEGAS UNIT

Production Supervisor....................................JUDY RICHTER

Additional Second Assistant Director.................ERIC LASKO

Location Manager..................................... ROBIN A. CITRIN

Production Coordinator............................... ELLEN GANNON

Property Master...............................................JIM MAZZOLA

Assistant Prop Master .............................. DAVE SCHANKER

Prop Assistants................. TOM ARBIA, TROY R. KRAMER

Leadman ......................................................... DARIL ALDER

Set Dressers...............RAY GARCIA, TIMOTHY FEIMSTER

................................JOHN KAMAHELE, JOSEPH McAVOY

Swing........ GIOVANNI TARTAGLIA, F. CARL MAZAROS

Sound Mixer........................................DAVID MACMILLAN

Boom Operator.........................................PERRY DODGSON

Utility.....................................................KEVIN PATTERSON

Best Boy Electric......................................MIKE SCHWARTZ

Electrics ...................GLEN MAGERS, ANTHONY GUDINO

................ REYNALDO BARRERA, MARIO CAMPUZANO

..................................ROBERT KEELAN, STEPHEN ROSE

..................................CHARLIE MORGAN, FRED PALUZZI

Rigging Best Boy Electric ........................... NEIL HOLCOMB

Rigging Electrics .... ALAN FIZAZIER, NORBERT QUIBAN

............................ SHANE M. RICHTER, SCOTT P. McGIRL

................................................... NEAL ANTHONY PARKER

Best Boys................................. QUINN GROVE, BOB GRAY

............. WILLIAM PIPKINS, WALTER “BUD” SCOTT, JR.

.................. ANTHONY NEVAREZ, THOMAS D. WATSON

..........................................CHRIS OLSEN, SIMON KEELAN

...... J. CHARLES TOLLEFSON, EDWARD F. McDONALD

Key Rigging Grip ..........................CHARLEY H. GILLERAN

Best Boy Rigging ........................................ BILL GILLERAN

Rigging Foreman ......................... MICHAEL T. HESTER, JR.

Rigging Grip......................................ESTEBAN MATINATA

.........................................JOSHUA JOSE, DANNY ANDRES

Additional Hair Stylist..............................D. AMELIACLINE

............KATHERINE DISTERFANO, MELISSA SCOVILLE

Additional Makeup Artists ...........................SUSAN SIMONE

..............SONG LOPEZ, MARY ROCKWOOD-CRABTREE

........................KELLY BELMONTE, KRYSTLE RANDALL

Video Playback Supervisor..................TODD ARON MARKS

Video Playback............................................JEB JOHENNING

Video Assistant................................... STEVE PARRINGTON

Extras Casting.................................WILD STREAK TALENT

Set Medic............................... ANDREA ROQUE DYRDAHL

Standby Painter.................................................. TIM ACKERS

Key Assistant Location Manager............... MARIE E. HEALY

Assistant Location Manager.......................GREG CAMPEAU

Location Assistant ...........SCOTT HILL, AARON AZEVEDO

Set Production Assistants ........................ BRETT ROBINSON

..........................................CHRIS BUSBY, IAN ANDERSON

........................ TREVOR R. TAVARES, CAITY CHAPMAN

GRANT A. CROSS, JORGE GOMEZ, BARRETT FARMER

.........JAMES R. DUKE, CLINT ESTELL, CLAY GRAVETT

. JAMES HUFF, GUSTAVO R. MOYA, GRIFFIN WALKER

Costumer to Ms. Diaz......................................... LEE HARRIS

Costumer..................................................... MONIQUE LONG

Costume Assistants........................................PAUL SINNOTT

........................................................... STEPHEN M. NELSON

First Assistant Accountant.........................JENNIFER KLATT

Payroll Accountant ....................................... DAVID HICKEY

Production Secretaries ..................................... AMY BARNES

........................................................... PIERRE M. COLEMAN

Research Consultant .............................. MICHELLE STELLA

Art Department PA......................................JAMES SMAGGE

Office Production Assistants ........................TARA GUERTIN

................ BERNADETTE VALER, AMBER J. HARELAND

III

Key Craft Service............................................JAMES LEMUS

Craft Service..................ERIC TURNER, JOHN A. ALCALA

Catering – Chef.................................PETER M. STARKMAN

Assistant Chef.......................................FRANCIS GUEVARA

Night Lights by ............................................................ BEBEE

Balloon Technician...................................PETER GIROLAMI

Assistant Balloon Technician .........................STEVE BROCK

Giraffe CraneOperator......................................NICO BALLY

Transportation Captain.......................... MARK A. YACULLO

Additional Transportation Captain.............................................

.................................................... JAMES SCOTT JIMERSON

SONGS:

GRACE KELLY

Written by Jodi Marr, John Merchant, Mika and Daniel

Warner

Performed by Mika

Courtesy of Casablanca Music, LLC

Under license from Universal Music Enterprises

JUNGLE ROCK

Written by Scott Schreer and Tamara Loeffler

Courtesy of Fox Sports Productions, Inc.

STEADY

Written by Cedric Lindsey, James Small, Matt Mahaffey and

Carol “DJ Ave Mcree” Nollie

Performed by Dukes of DaVille

Courtesy of Capitol Records

Under license from EMI Film & Television Music

PINK FLAMINGO

Written and Performed by Jo Part

Courtesy of Extreme Music

CAN I GET GET GET

Written by Jesper Mortensen

Performed by Junior Senior

Courtesy of Rykodisc

By arrangement with Warner Music Group Film & TV

Licensing / Crunchy Frog

LICHT SENKT ES SICH VON HIMMEL NIEDER FROM

"Das Dreimaderlhaus"

Written by Franz Schubert

Performed by Bruckner Orchestra Linz

Courtesy of Chesky Records and Manhattan Production Music

SHAKE

Written by Ali Dee Theodore, Jason Gleed, Vinny Alfieri and

Joey Katsaros

Performed by DJ Melvin Paisley

Courtesy of DeeTown Entertainment

IF YOU LOVE ME (TG Remix)

Written by Gordon Chambers, Nichole Gilbert, Dave Hall,

Kevin Madison and Erick Sermon

Performed by The Buzz Junkies featuring Elesha Moses

Courtesy of All Around The World Productions. Ltd.

I’M ALIVE

Written by Ali Dee Theodore and Jason Gleed

Performed by JG featuring JK

Courtesy of DeeTown Entertainment

FREEK U (Full Intention Mix)

Written by ……….., Lloyd Francis, Nomvula Malinga and

………

Performed by Bon Garcon

Courtesy of Ultra Records, Inc.

BUD & MARY

Written by Simon Brint and Simon Wallace

Courtesy of 5 Alarm Music

WE ARE THE CHAMPIONS

Written by Freedie Mercury

Performed by Steve Murphy

Courtesy of DeeTown Entertainment

YOU SEXY THING

Written by Errol Brown

Performed by Hot Chocolate

Courtesy of EMI Records Ltd.

Under license from EMI Film & Television Music

LOVE

Written by Matt White and Paul Umbach

Performed by Matt White

Courtesy of Geffen Records

Under license from Universal Music Enterprises

I WANT A NEW DRUG

Written by Chris Hayes and Huey Lewis

Performed by The Greenskeepers

Courtesy of Om Records

NEVER LET YOU GO

Written by Ali Dee Theodore and Jason Gleed

Performed by Smoothie Steven Simon

Courtesy of DeeTown Entertainment

SHE TALKS TOO MUCH

Written by Ali Dee Theodore, Joey Katsaros and Julian Davis

Performed by CMD

Courtesy of DeeTown Entertainment

RAISE A LITTLE HELL

Written by Mike James and Troy Samson

Performed by Shiloh

Courtesy of Hipjoint Music Group

By arrangement with Nettwerk Productions

HUSTLE MAN

Written by Amon Flanagan & Robert Smith Jr.

Performed by Tyrant the Don

Courtesy of Beat Mobb Music Group / Paragon Entertainment

Group

Under license by FORD MUSIC SERVICES

By arrangement with Paragon Special Products

COMMIT ME

Written by Ali Dee Theodore, Joey Katsaros and Alana Da

Fonseca

Performed by Arlaner

Courtesy of DeeTown Entertainment

HIT ME WITH YOUR BEST SHOT

Written by Eddie Schwartz

ARE YOU GONNA BE MY GIRL

Written by Cameron Thane Muncey and Nicholas John Cester

Performed by Jet

Courtesy of Elektra Entertainment Group

By arrangement with Warner Music Group Film & TV

Licensing

GUYS NAMED DICK

Written and Performed by Geoffrey Keezer

Courtesy of KEEZER MUSIC

HEY MAN (NOW YOU’RE REALLY LIVING)

Written by Mark Oliver Everett

Performed by Eels

Courtesy of Vagrant Records 2005

AN AFFAIR TO REMEMBER

Written by Harold Adamson, Leo McCarey and Harry Warren

ONE LOVE

Written by Ian Robins Dury and Chaz Zankel

Performed by Ian Dury & The Blockheads

Courtesy of East Central One Limited

Under license from Blockheads Ltd/Templemill Music Ltd

CIRCLES

Written by Terry Devine-King

Courtesy of DEWOLFE MUSIC

LOVE IS A MANY SPLENDORED THING

Written by Sammy Fain and Paul Webster

GET DOWN ON IT

Written by Ronald Bell, James Taylor, George Brown Robert

Bell, Claydes Smith, Robert Spike Mickens and

Eumir Deodato

FLASHDANCE…WHAT A FEELING

Written by Giorgio Moroder, Keith Forsey and Irene Cara

IT’S ALRIGHT

Written by Mike Semple and Asa Ferry

Performed by Asa Semple

Courtesy of Natural Energy Lab

TONIGHT I HAVE TO LEAVE IT

Written by Adam Olenius

Performed by Shout Out Louds

Courtesy of Merge Records

By arrangement with Bank Robber Music

PUT A RECORD ON

Written by Rick Webster

Performed by Unkle Bob

Courtesy of Mother City Ltd.

By arrangement with Zync Music Inc.

I’M NOT OVER

Written by Chad Wolf and Tobias Karlsson

Performed by Carolina Liar

Courtesy of Atlantic Recording Corp.

By arrangement with Warner Music Group Film & TV

Licensing

SAVE THE BEST FOR LAST

Written by Phil Galdston, Jon Lind and Wendy Waldman

Performed by Vanessa Williams

Courtesy of The Island Def Jam Music Group

Under license from Universal Music Enterprises

I HATE YOU (MY FRIEND)

Written and Performed by John Oszajca

Courtesy of Interscope Records

Under license from Universal Music Enterprises

THE PRODUCERS WISH TO THANK THE FOLLOWING

FOR THEIR ASSISTANCE:

* Planet Hollywood Resort & Casino

*New York Mercantile Exchange

* New York State Governor’s Office for

Motion Picture & Television Development

*NYC Mayor's Office of Film, Theatre and Broadcasting

*NYPD Movie and TV Unit

*Pure Nightclub

*Clark County, Nevada

*Fire Island National Seashore,

National Park Service, U.S. Department of the Interior

Color by TECHNICOLOR

Prints by DELUXE

LENSES AND CAMERAS

BY [ PANAVISION LOGO ] ®

KODAK

FILM STOCK

DOLBY (logo)

In Selected Theatres

DTS

Monarchy Enterprises S.a.r.l. and

Dune Entertainment III LLC in all other territories except

Brazil, Italy, Japan, Korea and Spain.

Limited Liability Company, Twentieth

Century Fox Film Corporation, Monarchy Enterprises S.a.r.l.

and Dune Entertainment III LLC

in Brazil, Italy, Japan, Korea and Spain.

Twentieth Century Fox Film Corporation, Regency

Entertainment (USA), Inc. and Monarchy

Enterprises S.a.r.l. are the authors of this motion picture for

purposes of copyright and other laws.

Many of the events, characters, companies and businesses

depicted in this photoplay are fictitious.

Any similarities between them and actual persons, living or

dead, or to actual events, companies or

businesses, are purely coincidental.

Ownership of this motion picture is protected by copyright and

other applicable laws, and any

unauthorized duplication, distribution or exhibition of this

motion picture could result in criminal

prosecution as well as civil liability.

Approved No 44208

Regency Entertainment (USA), Inc.

and Dune Entertainment III LLC in the U.S. only.

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