Complete EPK BAILEY MILLIONS

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					Bailey’s Billions
Complete EPK


SHORT SYNOPSIS

        It‘s one doggone lucky pooch, a sweet and savvy talking golden retriever, Bailey, who

inherits a billion-dollar fortune from his devoted owner, Constance Pennington. His shy guardian,

Ted, a renowned animal behaviorist and the only one who can speak ―Doggish,‖ becomes attracted

to Marge, an environmental and animal activist. Marge works at the Animal Rights and Research

Foundation (ARRF) and is the single mother of a 12-year-old girl named Sam. At the same time,

Bailey leaps head-over-tail in puppy love with Sam‘s dog, Tessa, a super-smart border collie. The

titular heads of ARRF, Dolores and Caspar Pennington, incensed that their aunt‘s fortune has gone

to her beloved dog, plot to recoup the millions in order to fuel the outrageously profligate lifestyle they

have supported by embezzling money from ARRF. It‘s one hilarious ―faux paw‖ after another until

Bailey suddenly disappears. Then only Sam, her friend, Max, and the dogs themselves can solve the

mystery in this delightful family comedy.
LONG SYNOPSIS

        It‘s a dog‘s life, especially when Bailey (―TANGO‖), a most unusual golden retriever, inherits a billion-

dollar fortune from his elderly mistress, Constance Pennington (JACKIE BURROUGHS), an animal rights

philanthropist. Bailey is a dog who can talk, but only to his shy keeper, renowned animal

behaviorist/communicator Ted Maxwell (DEAN CAIN), who is named in Constance‘s video will as guardian

and manager of Bailey and the funds. As Ted and Bailey communicate in the language Ted refers to as

―Doggish,‖ it appears Bailey has a lot to teach his human companion. And when Bailey begins his duties as

CEO of Constance‘s Animal Rights and Research Foundation (ARRF), one delightfully hilarious ―faux paw‖

leads to another.

        Constance‘s mean and spoiled nephew, Caspar (TIM CURRY), a lawyer, and his vulgar and spiteful

wife, Dolores (JENNIFER TILLY), are running their aunt‘s beloved Foundation…running it into the ground,

that is. They have misappropriated and misused the Foundation‘s funds to maintain their outrageously

profligate lifestyle. When they discover that the hoped-for fortune has gone to Bailey, they plot to discredit

Ted, kidnap Bailey and have the estate revert to them.

        Ted is immediately smitten when he and Bailey meet Marge Maggs (LAURIE HOLDEN), who works

in the Toronto office of ARRF. A young widow who is the single mother of 12-year-old Samantha (ANGELA

VALLEE), Marge has instilled in her daughter a love of animals and a passion for social justice. Not only has

Marge been arrested in the past for trying to protect animals, but she‘s also had Sam taken away from her

and put in a foster home by the Hamilton department of social services. Marge‘s political past comes back to

haunt them when overzealous social worker Don Donald (MAX BAKER) tracks Marge to Toronto and

threatens to make more trouble.

        Sam‘s new school friend, camera buff Max (MUNRO CHAMBERS), admires Marge and Sam for

their courage and social conscience. The kids, as well as the Maggs‘ smart-as-a-whip border collie, Tessa

(―HANNAH‖), become sleuths in a dog-eat-dog mystery.

        Unbeknownst to anyone, Caspar and Dolores secretly operate a surreal puppy mill in a

warehouse behind ARRF, financed by embezzled Foundation money. Their hired henchman, Leo

(EUGENE LIPINSKI), stuffs adorable puppies, each sporting a blue or pink bow, into boxes marked

―Waggly Tail Pups,‖ singing opera all the while, as conveyor belts of caged puppies swing past him.




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Because Dolores and Caspar have drained the resources of the Foundation, the puppy mill represents

their desperate attempt to cover their tracks and continue making millions for themselves.

         Bailey is now the CEO of ARRF, seated at the head of the boardroom table with Ted, much to the

chagrin of Caspar and Dolores. It is also at ARRF headquarters that Bailey meets Tessa and they fall into

deep doggy love. Although Marge likes Ted, Bailey offers some blunt advice to his human friend: get with the

program and lose the geeky look, if he wants to succeed in love. Bailey gets a makeover, too, although he

already looked doggone good. As Ted and Marge‘s friendship deepens, so, too, does that of Bailey and

Tessa.

         Then something terrible happens: Bailey suddenly disappears! All the friends search desperately for

the lovable pooch, but even Ted‘s uncanny ability to communicate with animals fails to uncover Bailey‘s

whereabouts. Ted becomes depressed and unresponsive and Marge begins to suspect his motives. Not

even his benefactor‘s loyal employees, housekeeper Peggy (SHEILA McCARTHY) and butler Mouse

(KENNETH WELSH) can lift his spirits.

         As Marge attempts to keep the Foundation running, she stumbles upon the creative accounting of

the Penningtons and, after confronting them, is summarily dismissed. Her problems compound as Mr. Donald

continues to hound her, threatening to take Sam away again.

         But what has happened to Bailey? Sam, with the help of Tessa and Max, is determined to find out.

She discovers a secret door at ARRF. The kids slip through and come upon the puppy mill where Bailey is

caged and held prisoner without food or water. Now the kids and Tessa have also become trapped inside.

Marge, frantically searching, finally finds them, only to be knocked unconscious by an unseen assailant just

as Ted arrives. When Dolores and Caspar show up, Marge tries unsuccessfully to free the children. Leo and

Dolores chloroform Marge, and she and Sam and Max are trussed up and left in the factory, as helpless as

the caged dogs and boxed puppies.

         The next day, as Caspar argues their case in court, Marge engages the opera-loving thug, Leo, in

conversation, as a diversion. Tessa and one of the puppies gain time to chew through Sam and Max‘s

restraints. Tessa escapes and brings Ted. Marge attacks Leo, and they leave him boxed, his bald head

adorned with a bow, like one of the Waggly Tail Pups. Ted, Marge, Sam, Max and Tessa rush to Ted‘s car

and make their getaway!




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        They‘re rushing to the courtroom but will they arrive in time? Dolores beats them to the punch,

arriving in court with a drugged Bailey in tow. She claims that he found his way back to the Penningtons, and

they are his rightful guardians.

        Just as the judge is about to award custody of Bailey to the gleeful Penningtons, Ted, Marge, Sam,

Max and Tessa burst into the courtroom, where Sam reveals the truth to the exasperated, walnut-eating

judge (LEON POWNALL). Caspar immediately and vociferously blames Dolores, as the judge pounds his

gavel and walnut shells fly. The Penningtons are arrested. Bailey, through Ted, appoints Marge head of the

Foundation. Mr. Donald is sent packing. Bailey is saved!

        Good wins out, evil is overcome, and everyone does live happily ever after…on an idyllic

farm…with lots and lots and lots of puppies. ARRF!




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ABOUT THE PRODUCTION

        BAILEY‘S BILLION$ is a feature film family comedy from Devine Entertainment Corporation

directed by David Devine and starring Dean Cain, Laurie Holden, Tim Curry and Jennifer Tilly, co-

starring Kenneth Welsh and Sheila McCarthy, and featuring Jon Lovitz as the voice of Bailey the

dog.

        BAILEY‘S BILLION$ is set in Toronto and Hamilton and was shot in Toronto, Hamilton and

Oshawa, Ontario, Canada. Emmy®-winning Canadian producer/director David Devine (Beethoven

Lives Upstairs, The Inventors‘ Specials, The Artists‘ Specials) makes his feature directing debut.

Award-winning writers Mary Walsh (Mambo Italiano, This Hour Has 22 Minutes,) and Heather

Conkie (Galileo: On the Shoulders of Giants) co-wrote the screenplay. David Devine and Richard

Mozer produced the movie, with Jason Piette and Michael Cowan of The Spice Factory of the U.K.

Five-time Emmy® Award-winning Devine Entertainment Corporation is a developer and producer of

high-quality children‘s and family films designed for worldwide motion picture, television, cable and

international home video markets. Executive Producers for Movision Entertainment are Peter James

and James Simpson, and for Snowfall Films, Suzanne Lyons and Kate Robbins. Co-producing for

Montreal-based Screen People International are Chuck Smiley and Paul Painter, and for The

Nightingale Company, Debbie Nightingale. BAILEY‘S BILLION$ is a Canada/U.K. co-production.




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THE DEVINE VISION OF FAMILY FILMS

           Director David Devine wanted to make BAILEY‘S BILLION$ because, he says, ―My partner Richard

Mozer and I specialize in children‘s films and they are something North America, and indeed the world,

needs. This movie is destined for six-to-eleven-year-olds. Children‘s film is a genre I love and there aren‘t a

lot of movies that are clean, with no sex or violence, devoid of bad language, but that are funny enough to

entertain. Smoking, sex, and violence—these are all acts of bad role modelling for our children. Here we‘re

offering an alternative. ―I want people to understand that the two goals of all my films are: first, to bring to

children a great film, a great story that entertains them and, equally to show them a film that tells them a story

that has strong ethics and a moral base. Difference between good and evil. Being on the side of good ethics

and good morals—that‘s where you want to be. A lot of films cross that line. I want parents to know that they

can trust a David Devine film, that their children will be entertained and educated.

           Devine has created a niche and the history of Devine Entertainment has formed a natural

progression to its first feature film. ―All David Devine films have been developed in-house and created by

myself and Richard Mozer. My favorite filmmaker is Frank Capra—I named Bailey for George Bailey from It’s

A Wonderful Life. I want to make films that entertain, that have conflict, but that absolutely have a happy

ending.‖

           ―There‘s an old European expression,‖ he continues, ―That says, ‗You must know the old before you

can understand the new,‖ and therefore popular culture can be frivolous without an understanding of the

culture defined as classic literature, Biblical and classical mythology, classical music, opera, dance and art.

Devine has incorporated a bit of classic culture in BAILEY‘S BILLION$, with a series of Puccini operas,

including La Bohème.

           Although Devine was both producer and director on BAILEY‘S BILLION$, he experienced no conflict

between the two roles. ―I‘ve always made all our films as both producer, with my partner Richard Mozer, and

director and it‘s an idea that was conceived many decades ago in Hollywood. In fact, Frank Capra said it was

better to produce as well as direct, as he did. I find balancing being a producer and director is not as odd as it

might seem. It‘s actually favourable to be in charge of how the budget is spent.‖

           Devine and his partner, producer Richard Mozer, met while they were in different film schools in Los

Angeles. ―We‘ve been working together making family films for a very long time,‖ he says. ―We liked the story




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of BAILEY‘S BILLION$. Not only was it a lot of fun, but it had an angle that fits with our vision. One of the

important aspects of the story is that of kids taking responsibility and making a difference. That‘s part of the

ethos here at Devine Entertainment. Even though it‘s a comedy, there‘s a consistent theme at the core —

that you have the power to change the world around you.‖ It‘s important to him that the movie is from the kids‘

point-of-view and Mozer believes that perspective translates from the kids on screen to the kids in the theatre.

         The biggest challenge for Mozer as the producer was putting together all the diverse elements —

the partners, distributors, and a variety of different participants in Canada, including private investors. ―We

were determined to maintain the vision of why we wanted to do this story to begin with. I wanted to do my

part to serve the picture. Our cast is very strong and only made the written words better. Everybody

committed themselves to the essence of the story, which is very optimistic in nature.‖

         A director in his own right, Mozer balances producer-director duties. ―It‘s part of the way

we‘ve set up the company and part of my relationship with David Devine. We both see ourselves as

storytellers and we can‘t produce and direct everything at once, so we support each other in each

project. It‘s a balance.‖




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PUTTING TOGETHER A STELLAR CAST

         Says director David Devine, ―It‘s very difficult to put together such a stellar cast and we spent

almost a year doing it.‖ He chose Dean Cain and Laurie Holden in the key roles of the romantic couple.

         Dean Cain was Devine‘s first choice to play Ted Maxwell. ―Not enough people know that Dean Cain

is a great actor with an even bigger future,‖ says Devine. ―I really only saw Dean in the role because I loved

him in Lois & Clark, he‘s well known all over the world, and he‘s such an attractive person to have as a movie

star in your film; I can‘t think of anyone better than Dean as Ted Maxwell. I was out with Dean a few times

during shooting and he was mobbed,‖ says the director. ―People may not know that Dean a very well

educated actor. His father is a director. He grew up on a number of sets. And I never did more than two takes

with him because he‘s one of the top three prepared actors I‘ve ever worked with. But there‘s more. Although

you may not have seen it yet because he‘s well known for Superman, he has great range. He plays a villain

in Out of Time against Denzel Washington and you‘ll see him soon as evil incarnate in the Scott

Peterson/Laci Peterson TV movie. I‘ll be watching Dean Cain‘s movies for years to come. He has a three-

year-old and has blossomed himself in fatherhood. He knows there‘s very little for children to watch that‘s

appropriate for them. His character, Ted, has great purity of spirit. My view is that nice guys or introspective

guys don‘t have to finish last but can win and take home the girl.‖

         Laurie Holden attracted Devine‘s attention for her work in The Majestic. ―Laurie is one of my favourite

actresses in all of Hollywood. She‘s one of the great up-and-coming actresses.‖ Devine admits to being ―the

biggest fan of Jennifer Tilly and Tim Curry. I just felt certain that together they would be inspired casting. Tim

is classically trained, a consummate professional—in the top 1% of his field---and I thought he would enjoy

playing a demonic character. And Jennifer Tilly—she‘s a lovable maniac. I really didn‘t have anybody else in

mind for that role.‖

         Casting of the dogs was very important as well, since they are key to the movie. ―The dog as the

centre of BAILEY‘S BILLION$ is the beauty of the movie,‖ he says. ―This is a very professional golden

retriever. I brought the trainers in from Vancouver. It‘s gonna be doggie heaven. It takes time to work with

animals and you should always shoot the dogs before the actors. The effects are CGI; we got the dog to stop

moving, then closed its mouth for the period of time we wanted to animate, in order to leave time to dub in

Jon Lovitz‘s voice as the voice of Bailey.‖




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―I‘ve been a big fan of Jon Lovitz since Saturday Night Live,‖ says Devine. I chose him because his

voice has great cynicism and irony; the way he fuses the two makes for great comedy. He‘s good for

Bailey because he‘s the fulcrum of the picture. You have to take the great leap of faith that this the

dog is talking, so it takes the fantasy into believability, and Jon does that.‖




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THE POWER IS IN THE WRITING

        Devine is a great believer in the power of the screenplay. He notes, ―I don‘t really believe in

improvisation – although with Tim and Jennifer, there certainly was some! —and that‘s why I go for

the writing and re-writing. We re-wrote the script about 20 times over the two years leading up to

shooting. It‘s structurally sound. It isn‘t the director who makes the movie good. It isn‘t even the

actors. It‘s the script. I spent a hundred hours developing the script with [co-writer] Mary Walsh on

the phone. We hadn‘t even met by the end of shooting, but she‘s the single best comedy writer in

Canada. As a performer she‘s also my favourite comedian—a cross between Lucille Ball and Tracey

Ullman. So when we developed the character of Dolores Pennington, to me it was very much Mary‘s

comic mind that stimulated the origin of the character—her timing and what I call her wealth of

words, her tremendous creativity. She‘s able to write for the male lead as well. She has an

abundance of talent. Equally, [co-writer] Heather Conkie adds her comic flair; she has a great gift for

writing characters that are believable to children as well as for romantic comedy. She has

tremendous ability to weave the growth of those characters, scene by scene. Together these two

writers were the perfect combination to write BAILEY‘S BILLION$. Mary and Heather know how to

write dialogue with consonance and assonance, such as, ‗There‘s no financial foundation for the

foundation.‘ It‘s a use of language that only comes from education. We like to think this film is

modern with a pinch of classic humour.‖




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OH, CANADA! CANADA STARS AS CANADA

        Devine refuses to disguise Toronto and environs as New York or Chicago, as happens so often with

Canadian movies. He and the writers have deliberately incorporated many Canadian markers into the movie,

including a Canadian flag in the courtroom and Canadian legal garb on the lawyers and the judge, an Inuit

sculpture, Ted‘s Toronto Maple Leafs cap, the distinctive stripe of a Hudson‘s Bay blanket, and a 25-second

helicopter shot that starts on Lake Ontario and reveals all of Toronto. ―It‘s ludicrous and ridiculous that some

artists don‘t set the story in Canada—also that various film partners don‘t back Canadian ideas with more

money because there are many geniuses across the country who deserve to have their stories made. The

single most important thing the Canadian film business needs is a HIT picture and I mean a commercially

successful picture.‖

        Producer Richard Mozer sees the ―Canadianness‖ of the movie as being inherent in its

perspective. ―I don‘t think David and I would have made the body of work we had if we had stayed in

Los Angeles. We‘re Canadian and it‘s part of the fabric of in what we do. There‘s no disguising it. It‘s

in the sensibility of the movie; an example is the activism of the kids, who are part of solving the

problem. Canadians are not at the centre of everything; we see other points of view and that‘s

evident in our comedians and our satire. In BAILEY‘S BILLION$, it‘s in the humour, in the comic

archetypes, in the characters. Even the bad guys laugh at themselves. One of our writers, Mary

Walsh, is from Newfoundland and the characters Peggy and Mouse have an East Coast flavour and

accents. Our films are socially responsible; that‘s part of why we made them in the first place.




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MAKING DOGS TALK

           Two companies--Capital EFX of London and Soho VFX of Toronto, achieved the special CGI talking-

dog effects. ―I should be able to put a special effects Bailey next to the real Bailey on screen and you

shouldn‘t be able to tell the difference,‖ says Allan Magled, co-owner (with Michael Mombourquette, Berj

Bannyan and Michael Wile) of Soho VFX, whose credits include American Wedding and parts of The Cat in

the Hat.

           To create the illusion that the dogs talk, the visual effects artists replace the dogs‘ muzzle with a

digital muzzle. On a computer they build a virtual 3D snout of the dogs, working from photos of Tango

and Hannah. The photos are taken from every possible angle. ―It‘s like sculpting something, only on a

computer,‖ explains Magled. For every shot where the Bailey talks, they shoot the dog for the movie, then

the special effects people come in. When the real Bailey is out of frame, they shoot a ―clean plate‖ with

the movie camera. CGI will later erase Bailey‘s real muzzle and put in the new one. On set also measure

and take note of the camera position in relation to dog, the height and distance from camera, the number

and position of the lights, all in relation to the dog. They may measure the room so they can later replicate

the angles and the lighting on the computer.

           Then there is modelling and texturing to be done back in the shop, in order to make the nose

and the fur and the eyes. Every movement is tracked: as Bailey moves his head, the digital muzzle

has to track frame by frame so that every movement matches. Even the tongue moves when he

talks. ―We mimic what they did on the movie,‖ says Magled. ―We have a virtual Bailey and a virtual

camera shooting a virtual Bailey with virtual lighting so we can recreate the shots.‖




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A BEAUTIFUL SCARY PUPPY MILL

            The puppy mill set had to be both frightening and gorgeous, a concept that presented a challenge to

director Devine and production designer Cameron Porteous, who have worked on 20 Devine Entertainment

films together. It was in complete contrast to all the other sets in the movie, such as the rich, comfortable and

stunningly elegant Parkwood Estate of Oshawa representing old Pennington money; the bad taste of Caspar

and Dolores‘s ultra-modern, bad-taste, nouveau riche life in the Alexanian mansion of Hamilton; and the cozy

century farmhouse in the Ontario countryside that represents Ted and Marge‘s ultimate happiness. The

puppy mill is a whole other world.

            ―The puppy mill set represents the economic foundation for the evil Caspar and Dolores to make

millions of dollars from the exploitation of animals,‖ explains Devine. ―I told Cam, ‗I want to do opera but I

want to surround it with dogs, more dogs, spinning dogs, flying dogs. What can you possibly come up with to

help me do an operatic rock video with dogs?‘ I knew Cam was the guy who could do it. I would say that after
       th
our 20 movie together, 12 Emmy nominations and 5 Emmy Awards, this is the most elaborate set we‘ve

ever built.‖

            Porteous jokes, ―I really thought Devine Entertainment had gone to the dogs for a moment

there!‖ The puppy mill set consisted of a huge blender above two huge counter-rotating turntables

wheeling around what appeared to be hundreds of live puppies in cages with an automatic watering

system to wash them. The puppies are shampooed, numbered, stamped with pink or blue bows and

boxed up in bar-coded cartons with colored labels saying, ―Waggly Tail Pups.‖ Conveyor belts whirl

the puppies around to the turntables and drop the boxes off to be shipped to locations around the

world. This is one gigantic puppy assembly line. A continual criss-cross of boxes, a network of giant

painted colored pipes, gadgets and flashing lights add to the feeling of an alien fantasy world full of

fruit-loop colors. ―We were looking for puppies to be churned out like chocolates in a factory,‖ says

Porteous. ―I wanted to feel sinister, but not Gothic--that would be too easy. This is a Rube

Goldberg/Willa Wonka type of world. These are fantasy machines.‖ The puppy mill wouldn‘t be

complete without a shampoo machine with lather, a dry ice machine popping steam, and colored

bubbles floating through the scene. The set was completed in three weeks.




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IT’S A DOG’S LIFE

         For dog-trainer Bonnie Judd, every day is a dog day afternoon. Judd, who owns and manages

Vancouver-based Canine Co-Stars of Canada Ltd., has about 300 dogs, many of whom have worked in

numerous feature films.

         Her star character, however, is ―Tango,‖ who plays Bailey. A smart and gentle golden retriever,

Tango is remarkably hard-working and responsive. What does a dog trainer look for in a movie-star dog? ―It‘s

really hard to describe,‖ says Judd. ―I‘m looking to find a dog that has that certain something. But it‘s

unmistakable when you see it.‖ Tango was a friend‘s dog. ―The big thing with golden retrievers, and I own 18

of them, is that they‘re very calm and quiet. Tango is not a ball-fetching golden retriever. He‘s more loving

and sweet.‖ Tango, now six years old, has been working since he was eight or nine months old. Director

David Devine went to Vancouver when Judd was shooting the feature film Good Boy and picked Tango as

Bailey and Hannah as Tessa.

         There were actually three ―Baileys‖—Tango, who did most of the ―acting‖ work, ―Dakota,‖ who likes to

ride in cars and so did most of the travelling shots, and ―Shooter‖, who performs the more aggressive stunts,

such as grabbing at pant-legs and pulling off fox fur stoles.

         Judd‘s team includes four or five trainers, including Ashley Suttle, who works with Tango; Lynne

Lachance who trained Hannah; Florence Krisko the puppy trainer, and Ryan Judd, Bonnie‘s son, who works

with all the dogs.

         ―The most challenging aspect of working with dogs in movies,‖ says Judd, ―Is coordinating the people

on set, the trainers, choreographing it all, getting everything together to make it work.‖

         ―The crew was really amazing and helpful in allowing the dogs to do what they have to do to get the

shot. They were extremely courteous and respectful to the animals,‖ says Judd.

         In order to prepare for the CGI effects that will allow the dogs to ―talk,‖ Judd explains, ―They have to

keep their mouths shut for certain periods of time while the camera is running. And they were so good.‖

For various scenes in Bailey, Judd also wrangled two monkeys, 20 rabbits and 60 puppies, including

poodles, labs, schnauzers, whippets, border collies, briards, Cumber spaniels, afghans, and Berger

de Pyrenees.




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KILLER COSTUMES

        KIMBERLEY ANN RUSH, the costume designer of BAILEY‘S BILLION$, had loads of fun dressing

Jennifer Tilly for her bad-girl role as Dolores Pennington. ―Creatively this is the most fun I‘ve had on a film

partly because director David Devine was so open to ideas. I never feel I do this on my own; it‘s through

discussion with the director and production designer—the whole collaborative effort. There is input from many

other people on how I see the character.‖

         ―It‘s very important to know who‘s going to play a particular character, so I can start visualizing

them,‖ says Rush ―With Jennifer it was furs and jewels and hats—a modern-day kind of glamour. It was like

channelling your inner diva and going crazy! Dolores and Caspar are conspicuous consumers,‖ she

continues, ―and the antithesis of Marge and Constance Pennington. I purposely put Dolores in everything

Marge would hate—fur and feathers, although the fur is all fake. The look of wearing dead animals indicates

she has no social conscience, even though she‘s supposed to be the head of an animal rights foundation.

She doesn‘t care who has to die for her to look good.‖

        Less is definitely not more in Dolores‘ world. She‘s a drama queen, larger than life—the brightest,

sparkliest, shiniest thing in the room. ―She wants everyone to know she‘s rich,‖ says Rush.

        As for Dolores‘ husband, Caspar is a blueblood from old money, very elegantly attired, impeccably

refined, as indicated by his modified morning suit. He‘s the opposite of his wife in his exquisite taste, but just

as egocentric, selfish and superficial as she, despite the breeding. They often match, as with his pink tie and

handkerchief that match her fuchsia outfit. ―He‘s her straight man,‖ says Rush. ―He reflects her excess. He

sets her outfits off, makes her look even more absurd next to him.‖

        For Dean Cain‘s character, Forrest Gump was Rush‘s inspiration. ―Ted is a scientist look who has

no regard for fashion,‖ she notes. ―He‘s a geek, focussed on his work. He‘s got ‘70s glasses, short-

sleeved check shirt with a tie. I tried to make his new look not too far away; he still wears chinos, but

better fitting ones in a nicer fabric--a little hunkier look that gave him a sexuality.‖

        ―David was watching an audience tape and saw a little boy dressed like Max and fell in love with the

look—vintage Hawaiian shirts, chinos and wooden beaded necklace, slightly geeky but not terribly, a little

more hip than Ted. For Sam, who is a young hippie making statements with her clothing, I bought a lot of pins

with rainbows, peace, love, flower-child symbols, striped colored tights. She‘s an individualist, not a




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conformist. She‘s like her mom, cerebral and not your typical pre-teen; she has some idea of why she‘s on

the planet.‖

        Says Kimberley Rush, ―My explanation for anything that may have seemed absurd or over

the top is—well, the dog talks!‖




                                                                                                16
ABOUT THE CAST

DEAN CAIN As “Theodore (Ted) Maxwell”

         In BAILEY‘S BILLION$, Dean Cain plays the part of Theodore (Ted) Maxwell, the shy but brilliant

animal behaviorist who is the only one who can hear his wealthy employer‘s dog, Bailey, talk. Ted and Bailey

together inherit Constance Pennington‘s vast fortune and become embroiled in and transformed by love and

adventure.

         The six-foot-tall, Princeton-educated heart-throb got his breakthrough role as Superman/Clark Kent

in the television series Lois & Clark: The New Adventures of Superman (1993). Since then, Dean Cain has

starred in dozens of movies of all genres, including the recently released police thriller, Out of Time, with

Denzel Washington. Also a talented writer, director and producer, Cain wrote two episodes of Lois & Clark,

and founded his own film production company. Angry Dragon Entertainment, in 1998, produces the hit

weekly series Ripley’s Believe It or Not, which Cain also hosts. As a television producer, he has also

produced and starred in the thriller Rag and Bone for TV (1997), and Dragon Fighter (2003), in which he also

acted.

         Some of Cain‘s other feature roles include those in P.I.: Post Impact (2003), New Alcatraz (2002),

Dark Descent (2002), Rat Race (2001), Phase IV (2001), The Division (2001), No Alibi (2000), The Broken

Hearts Club: A Romantic Comedy (2000), For the Cause (2000), Militia (2000), Best Men (1997). Some of his

recent TV credits are: The Glow (2002), Christmas Rush (2002), Phase IV (2001), and The Runaway (200I).

Earlier he had appeared on Futuresport (1998), Beverly Hills, 90210 (1990), and Christine Cromwell: Things

That Go Bump in the Night (1989).

         No stranger to family film, Cain starred in TV‘s Gentle Ben (2002) and Gentle Ben 2: Danger on the

Mountain (2003). His comic turns as an actor include "I Love the '80s" (2002), Rat Race (2001), Best Men

(1997), Miracle Beach (1992), and Going Under (1990).

         Cain, who is one-quarter Japanese, has his birth name, Tanaka, tattooed in Japanese kanji on his

ankle. Also part Welsh, French-Canadian and Irish, Cain was born in Michigan to actress Sharon Thomas.

They moved to Malibu when Dean was three and his mother married his adoptive father, director Christopher

Cain. He has a brother, Roger, and a half-sister, Krisinda. Dean excelled at Santa Monica High School, and

then attended Princeton University, from which he graduated with a degree in History. At Princeton, where he


                                                                                                      17
became a member of the Zeta Psi fraternity of North America, he dated Brooke Shields for two years. He

also planned a career as a pro footballer, having set an NCAA record at Princeton for interceptions in a

season. Fate, however, had other plans for him. After signing with the Buffalo Bills, a knee injury ended his

pro career before it could begin. Though he had already played a part in his father's film, The Stone Boy

(1984), he went through the usual route of commercials and TV parts.

         Cain, who is single, has a three-year-old son with actor Samantha Torres. The boy was named after

Cain‘s father, Christopher.



QUOTES:

ON BAILEY’S BILLION$: ―I describe BAILEY‘S BILLION$ as a cross between 101 Dalmations and Dr.

Dolittle. It has similar themes and sensibilities and a lot of the same fun. There‘s danger, bad guys, good

guys. It‘s a lot of fun for kids to watch and I think we‘ve got some adult fun in there, too.‖



ON HIS CHARACTER: ―I play Ted Maxwell, a fun character. Ted is a research scientist studying canine

communication. He‘s trying to speak to dogs and he‘s developed a language called ―Doggish‖ where he can

actually speak to dogs and that‘s where the fun comes in because when they‘re talking, we see the dog‘s

mouth moving and we hear all the words, so they have a real conversation. As the story progresses, Ted

needs to get with the program a little as far as improving his appearance so he can woo this lovely lady,

Marge Maggs, who he has a very strong attraction to. So Bailey makes him change his image and so Ted

becomes a little more confident, a little more studly.‖



―When we first meet Ted he‘s extremely bookish. He‘s had very little life experience. He wears giant glasses

and has a very out-of-date hairstyle. But he‘s a very nice guy, his intentions are very sweet, and he‘s an

optimist. He‘s got a sweet innocence about him and he‘s a lot of fun to play. His bond is so strong with Bailey.

I like playing ‗Geeky Ted,‘ as I call him. I had certain childhood friends and part of Ted is a combination of a

couple of them. There‘s a lot in Ted. He doesn‘t have a very good relationship with human beings. He gets

along better with animals. There are places he has pain, like Constance Pennington‘s passing—she really

accepted him. When he meets Marge, a woman he thinks is beautiful and who is actually interested in him,




                                                                                                      18
life has just begun for Ted. He falls in love, he becomes a billionaire, he gets the farm in the end. He‘s got it

all.‖



ON JON LOVITZ: ―Ted gets a makeover half-way through the movie that‘s initiated by Bailey—who is voiced

by Jon Lovitz—I know Jon well and he is hysterical—he probably had a ball voicing the dog—he just keeps it

so funny and so light. First the dogs‘ll steal the show and then the kids, then Jennifer and Tim and then

you‘ve got Laurie Holden and myself—we‘re just your boring normal couple, but we have a lot of fun.‖



ON FAMILY ENTERTAINMENT: ―I‘m glad David Devine, our director and producer, decided I was the right

guy to play this role. I have a three-year-old boy and I know what kinds of films he likes to watch and this is

the kind of film he would enjoy watching and that I can sit with him and watch without pulling my hair out.

There are a lot of jokes that are a little higher that the younger kids won‘t quite understand, that‘ll kind of go

past them that the adults I think will appreciate at the same time. It‘s entertainment for the entire family. I

wanted to make a project that provided really wonderful family entertainment that I could watch with my son,

my future children, my friends. I think it‘s a very entertaining film that families can watch over and over and

over again and really enjoy themselves.‖



―I‘ve made seven or eight films in Canada—Montreal, Toronto, Winnipeg, Vancouver, Halifax. This is my third

in Toronto, after The Glow with Portia di Rossi and Tracked with Tia Carrere.‖



ON LAURIE HOLDEN: ―Laurie Holden plays a wonderful single mother, extremely sweet. She isn‘t quite

sure about Ted at first. Then, like a fungus, he begins to grow on her. Eventually she starts to accept him.

Laurie‘s wonderful. I‘ve known her a long time. She‘s worked with my father before. She‘s been a friend of my

family. My father told me, in fact, when he first met her, that I should marry her; she‘s that kind of woman,

Laurie Holden. My father said she had ―beautiful eyeballs.‖




                                                                                                        19
LAURIE HOLDEN As “Marge Maggs”

         LAURIE HOLDEN plays Marge Maggs, an animal activist and mother of 13-year-old Samantha

(Sam). Marge falls in love with Dean Cain‘s character, Ted, and together they dodge the bad guys (played by

Tim Curry and Jennifer Tilly) and save the dog and the day.

         Named one of the Top 100 Most Creative People in Hollywood by Entertainment Weekly‘s IT LIST

and one of the year‘s Ten Actors to Watch by Variety, Holden recently starred in the independent film,

Ralph’s Club, with a star-studded cast, including her BAILEY‘S BILLION$ co-star, Jennifer Tilly. She is known

on the small screen for her recurring role as Marita Covarrubias on The X-Files, which she reprised for the

final episode of the hit series.

         Holden captivated audiences in her first starring role in a feature film, as Jim Carrey‘s love interest in

Frank Darabont's The Majestic (2001), the Capra-esque drama about a young ambitious Hollywood

screenwriter during the 1950s blacklist. When asked about his decision to cast Holden, Darabont said, "The

lovely, the gorgeous, the awesomely talented Laurie Holden? How lucky are we to have found her to play

Jim's 'long-lost' love in this movie? She beat out a lot of people for this role, and I have to say I'm thrilled at

the prospect of presenting a fresh face to the audience.‖

         A dual citizen of Canada and the U.S., born in L.A. and raised in Toronto, Holden began her career

with a start most actors can only dream of. Upon graduating from UCLA with honors, Holden received the

Natalie Wood Acting Award for Best Actress in a ceremony hosted by producer Gil Cates. She's worked

steadily ever since in original films for HBO and Showtime and co-starred in the TNT mini-series Young

Catherine with Vanessa Redgrave. Her episodic work includes a comic turn in the critically acclaimed

CBS/CTV series Due South, starring Paul Gross, for which she was nominated for a Canadian Gemini Award

in 1996. Holden also starred as the only female lead in the remake of the MGM classic The Magnificent

Seven for CBS, directed by Dean Cain‘s father, Christopher Cain.

         Holden, whose mother is a Canadian TV producer and whose stepfather is director Michael

Anderson (Around The World In 80 Days), has been on movie and television sets since childhood but never

thought she would actually become an actress. At McGill University in Montreal, she vigorously pursued an

economics major before switching to theatre at the end of her first year.




                                                                                                          20
        Holden, who is single and lives with her dog in Los Angeles, is actively involved in several children‘s

charities including Planet Hope, dedicated to changing the plight of homeless children and their families.



QUOTES:

ON BAILEY’S BILLION$: ―I think of BAILEY‘S BILLION$ as a cross between 101 Dalmations and Mouse

Hunt. It‘s good family fun, a bit of a romantic love story, a canine love story—it‘s really kind of the perfect

movie for kids and family. They don‘t make enough good movies for kids.‖



ON HER CHARACTER: ―Marge Maggs is the coolest mom ever—she‘s an environmentalist, an animal

rights activist--a crusader of all things good. She‘s just trying to make the world a better place, but she knows

there‘s a cost. If she‘s too much of an extremist, the authorities will take away her daughter, who she loves

more than life. She‘s protested against animal testing and in making such a stand social services takes her

daughter away and she‘s plagues and haunted by the thought and the real threat of having that happen

again. She has to ride the straight and narrow but her activism rises up again. She‘s passionate about

making a difference.‖

        ―I just play her for real. I just see her as a real person. She‘s had kind of a rough road; she lost her

husband to cancer a few years earlier. She‘s a hero in many ways. She‘s a survivor. I just try to find the

humanity. I‘m trying to bring whatever depth I can and it‘s necessary to honor the circle of where this woman

comes from. What attracts her character to Ted is that he‘s a sweetheart. He fumbles all over the place. And

he‘s so good with animals, so loving and considerate. And then he becomes CUTE!‖



ON DEAN CAIN: ―Dean‘s fabulous, I met him a few years ago when I worked with his dad. I think he sees

me as a little sister. He‘s adorable. We have fun chemistry. I tolerate him,‖ she laughs. ―He‘s so easygoing.‖



ON TIM CURRY & JENNIFER TILLY: ―Tim and Jennifer—they‘re a laff-riot. They have the most amazing

chemistry. She‘s awesome; she‘s just so funny. And Tim‘s brilliant. There were times I was in scenes with

them and they were so funny I really had to focus to keep from laughing.‖




                                                                                                        21
ON HER CANADIAN UPBRINGING: ―I‘m best friends with the girls I‘ve known since I was 12. We all really

love each other…they‘re the best girls in the world.‖ Holden went to Bishop Strachan High School in Toronto.

―It‘s hard to maintain roots. I really honor those friendships. My parents did it right. Education always came

first. I‘m really proud of being Canadian; all my friends are here; I want to raise my kids here.‖




                                                                                                     22
TIM CURRY As “Caspar Pennington”

         In BAILEY‘S BILLION$, TIM CURRY plays the part of Caspar Pennington, the well-dressed, mean,

spoiled and pretentious nephew of benefactor Constance Pennington, who plots to regain what he sees as

his rightful fortune from the talking dog, Bailey.

         Curry has said, "I'm not a conventional leading man at all and have no wish to be." A true pop cult

star who has crossed over into mainstream hits, Curry is best known for his role as Frank N. Furter in the cult

horror-movie parody, The Rocky Horror Show (1975). Curry created the role on stage at the Royal Court

Theatre in London in 1973 and re-created it in the Los Angeles and Broadway productions as well. Equally at

home in movies, theatre and television, the Emmy Award-winning Curry has played comic and dramatic roles

and is often chosen for voice work both in live action, such as The Hunt for Red October, and animated

projects, such as Legend. He won the Emmy Award for his work as Captain Hook in the television series

Peter Pan and the Pirates, and received an Emmy nomination in 1994 for Tales from the Crypt, an Annie

Award nomination in 1998 for Beauty and the Beast: The Enchanted Christmas, and won the Royal Variety

Club Award as "Stage Actor of the Year.‖

         Curry has demonstrated his comic gifts in the movies National Lampoon‘s Loaded Weapon 1, Home

Alone 2 (1992), Passed Away (1992), Oscar (1991), Pass the Ammo (1988), Clue (1985), and Annie (1982).

As a dramatic actor, he‘s starred in Congo (1995), The Three Musketeers (1993), The Hunt for Red October

(1990), The Ploughman’s Lunch (1983), and The Shout (1978). His resonant voice echoed as the lord of

darkness in Legend (1985), as well as in animated productions, such as his Emmy-winning turn in the

television series Peter Pan and the Pirates. With reference to climbing volcanos while filming Congo, Curry

noted, ―I smoke two packs of Marlboros a day, which doesn't go well with volcanoes.‖

         The son of a Methodist Royal Navy chaplain and his wife, a school secretary, Tim Curry studied

Drama and English at Cambridge and graduated with Combined Honours from Birmingham University.

         His first professional success was in the London production of Hair, followed by more work in the

Royal Shakespeare Company and the Glasgow Civic Repertory Company. The classically trained Curry

continued his career on the New York and London stages with starring roles in many productions, including

Travesties, Amadeus, The Pirates Of Penzance, The Threepenny Opera and My Favorite Year.




                                                                                                    23
        In addition to an active movie and television career, he is a sought-after actor for CD-ROM

productions. His distinctive voice can be heard on more than a dozen audio books, and in countless

animated television series and videos.

        Curry‘s most recent work has been in the soon-to-be-released films Kinsey (2004) and The Chosen

One (2004), as well as voice work as Satan in Four Horsemen of the Apocalypse (2003), Rugrats Go Wild!

(2003); I, Crocodile (2002), and Mr. French in the TV series Family Affair (2002).

        His next project will be The Remains of the Piano (2004), in which he will play, in true Curry fashion,

the character called ―Reverend Whoopsie.‖

        Famous for his dry sense of humor, Curry has said, "It's so comforting to know that there are so

many people in this world sicker than I am". Tim Curry currently lives in Los Angeles with his dog, Frank, and

the new puppy he took home from BAILEY‘S BILLION$, ―De Niro.‖



QUOTES:

ON HIS CHARACTER: ―Caspar is the deeply spoiled and hopelessly over-indulged nephew, with a

vulgar, nouveau-riche wife. Caspar thinks he‘s rich, then finds out he isn‘t, and he‘s not very happy about

it. He‘s completely under the thumb of his outrageously vulgar and scheming wife, Dolores, and he comes

to a bad end, as all villains must. He‘s the kind of guy who went to very expensive prep schools in

American and probably Oxford.‖



ON JENNIFER TILLY: ―Jennifer Tilly is lovely and fabulous and we leave no piece of scenery unchewed.

We met in L.A. when we did a play reading of All About Eve last year; I was playing the George Sanders

part and Jennifer was doing the Marilyn Monroe part. We discovered we were a natural team. She

brought down the house.‖



ON DAVID DEVINE AND ACTING OVER THE TOP: ―We‘ve been behaving very badly in this movie.

David encouraged us to be quite ‗huge.‘ I‘m not the kind of actor the director usually says, ‗More‘ to. They

usually say, ‗Less.‘ He wanted us to be larger then life and we certainly are. A children‘s picture is usually

the only place you can really do that. It‘s mostly just fun. This has a very dynamic story and a real sense




                                                                                                    24
of pace. These are not two people you would meet on the street. I have the kind of face that‘s writ large,

and a sympathy for people who are like the mangy cur around the corner. On our very first day we did two

very big scenes and the second day we had to fall in the pool, so we were thrown in at the deep end,

literally. It was clear from the beginning that David wanted us to really throw all discretion to the winds.

These are not discreet performances. They are big and loud and…child-friendly. In a sense it‘s so

dangerous doing work that big. You really depend so much on your partner in the scenes, which happily

in this case, is Jennifer. The first day she was asked to fall on the floor and drum her heels and have a

tantrum and she was not eager to do it. I whispered in her ear that it was all there in the script and that I

thought that‘s where we were going with this. We had so much fun. It‘s quite difficult to play something

this broad because you truly have to trust the director and David really pushed us to the size he wanted it

to be and trust that is wasn‘t so huge that it would be sort of blinding and deafening. David‘s been nursing

this project for a great deal of time and it‘s always a huge relief to have somebody who‘s hugely prepared

and knows what he wants and that kind of dream is catching. There aren‘t a lot of scripts for family

movies but if you get them they can be enormously successful because there‘s a great aching need. It‘s

depressing to read bad film scripts and even more depressing that many of them get made.‖



UNDERSTATEMENT: ―I‘ve had a certain amount of experience playing bad guys.‖



ON GROWING UP: Being a navy brat is ―not much use if you‘re going to be shy. You have to introduce

yourself to people. It gives you a certain objectivity that kids don‘t generally get.‖



―Kids are bombarded with information from the moment they switch on the TV set; it‘s huge compared to

my childhood. They‘re way more aware of the world and how it works. It‘s really a post ‘60s phenomenon.

What‘s marvelous though I think is beside that sophistication they‘re ready to suspend disbelief and have

a rollicking good time.‖




                                                                                                    25
JENNIFER TILLY As “Dolores Pennington”

         In BAILEY‘S BILLION$, JENNIFER TILLY plays Dolores Pennington, the mean, vulgar and

nouveau-riche wife of Caspar Pennington, played by Tim Curry, who kidnaps Bailey in order to steal the

fortune left the dog by Caspar‘s aunt, Constance Pennington (JACKIE BURROUGHS).

         Academy Award-nominated Tilly got her big break when Woody Allen cast her in Bullets Over

Broadway (1994). She was nominated as Best Supporting Actress Oscar in 1995 for her convincing portrayal

of an untalented, aspiring actress who was the wife of a mobster. She has since starred in many hit films,

such as the blockbuster Monsters, Inc. (2001), Liar, Liar with Jim Carrey (1997), Stuart Little with Michael J.

Fox (1999), and Dancing at the Blue Iguana (2000),

         After majoring in theatre at Stephens College in Missouri, where she contributed articles to

magazines and earned money by winning 'honorable mentions' in writing competitions, Tilly headed to Los

Angeles. "Everyone said that if you want to be a real actor, go to New York,‖ Tilly has said. ―If you want to sell

out, go to LA. And I thought, ‗I want to sell out!‘"

         She started with a role as an extra on Days of Our Lives, then won a recurring role as a Mafia moll

who snares a straight-laced cop on Hill Street Blues in 1984. That year she was also cast on the short-lived

sitcom, Shaping Up, and followed it up with guest appearances on Remington Steele, Cheers; and another

recurring role on It's Gary Shandling's Show, for which she was nominated for a CableACE Award. She also

won the International Fantasy Film Award for Best Actress for Bound (1996), and was nominated in 1999 for

the Saturn Award from the Academy of Science Fiction, Fantasy & Horror Films as Best Actress for Bride of

Chucky (1998), the Blockbuster Entertainment Award as Favorite Supporting Actress in a comedy for Liar

Liar (1997); and the MTV Movie Award for Best Kiss for Bound (1996), shared with Gina Gershon.

         Tilly‘s first film role was at the age of 27 in Moving Violations (1985). She was finally recognized for

her role as the unintentionally hilarious auditioning singer in The Fabulous Baker Boys (1989). More parts

came her way, such as in The Doors, (1991), Scorchers (1991) and Made in America (1993). She was also

appearing in theater productions, including One Shoe Off, which earned her a Theater World Award for Most

Promising Newcomer in 1993 at the Joseph Papp Theater, and Vanities, which earned her a Dramalogue

Award. She won Canada‘s television award, the Gemini, as Best Actress for her role in Showtime‘s Heads

and a Cable ACE Award nomination for her work on It’s Garry Shandling’s Show.



                                                                                                       26
         Her most recent films are Nowhere To Go But Up (2003) with Audrey Tautou, The Haunted

Mansion (2003), a fantasy with Eddie Murphy. Her next projects will be voice work in the musical mystery

western Li’l Pimp (2004), and the animated adventure Home on the Range (2004) with the voices of Judi

Dench, Sarah Jessica Parker, Cuba Gooding, Jr., Randy Quaid and Roseanne Barr.



QUOTES:

ON HER CHARACTER: ―I play a character named Dolores and she and her husband have expected all their

life that his aunt would leave them her vast fortune and it turns out she leaves her fortune to the dog. We‘re

very upset and we plot to try to get the money back from the dog. We‘re pretty evil—we kidnap the dog, tie up

the kids and do all kinds of bad things.‖



―She the kind of character you love to play—she‘s so over-the-top. She hates children, she hates animals.

She‘s supposed to be a really bad role model.‖



―Dolores is a lot of fun to play because she‘s sort of fabulous and fashion forward and she‘s really mean, and

it‘s always funny to play characters that are really mean than characters that are nice. David really

encouraged everyone to go overt he top. There were things he wanted me to do like fall on the ground like a

three-year-old and have a tantrum that I was sort of like, Oooh, I don‘t know, but once you‘ve done that

there‘s nothing else you can do that‘s going to be bigger than that. Dolores is very bitchy but she‘s also very

petulant and childish. There‘s nothing you can do that‘s wrong. Everything is fun and gets incorporated into

the action and you trust you have a good editor to take out some of the wilder notes that perhaps don‘t work.‖



―I get to do things I‘ve never done—like fall on the ground and have a tantrum. A lot of my characters are

over-the-top, but if you do it with conviction, it works. Sometimes I‘m like a ship in full sail. What is

exaggerated for some, it works for us. You can‘t play it small when you‘re dressed like this. I‘m known for

bitchy, with-an-edge women. I‘m just not interested in characters who are nice and sweet. I do tend to play

really crazy characters and I‘m a little bit of a party girl.‖




                                                                                                            27
ON FAMILY FILMS: ―Last year there were a lot of successful family films, so people are understanding that

this is a previously ignored audience that is almost as important as the young male audience. There aren‘t

enough purely family films out there. Grownups don‘t mind seeing a movie over and over again as long as it

has different levels of humor in it, something for the adults. Tim and I have some double entendres. And we

do a thing called ‗schnoggle,‘ which is seven-year-old‘s idea of what adults do when they‘re alone.‖



ON TIM CURRY: ―Tim Curry is great; he‘s so much fun. We did a play reading in L.A. last year, so when I

heard they‘d hired him I was really excited. He‘s a mixture of elegant and sophisticated and slapstick. One

day he called me ‗a festival of inappropriateness!‘ Next to Tim, nothing I do can possibly be construed as

overacting! I think he‘s a true comic genius. He does a lot of improvisation and ad lobbing and he‘s always

really in the moment. He can take a line that‘s perhaps not so funny or not even meant to be funny and make

it extremely funny. He‘s sort of the master of the slow take. He‘s very patient with me because sometimes I‘ll

say the lines not exactly as they were written or sometimes I‘m a little less precise in terms of my comedy and

he‘ll just go with whatever I‘m doing. I love working with Tim. I think we have a really good chemistry together.

If I do something a little louder, he‘ll come in under a little bit to balance what I‘m doing. The characters are so

over the top it‘s nice to be working with someone who has a similar rhythm.‖



ON DAVID DEVINE: ―When I got the part, I hadn‘t met the director, David Devine, so I didn‘t have a take on

what his energy was, so when I arrived on the set I had never met anybody who was so prepared. He had

very specific ideas about ho he wanted the characters to be and how he wanted it to be shot. He‘d been

working on the script a long time and so he came up with funny ideas about what people could be doing. He‘s

got a really outrageous sense of humor and he wants everything to be out there. You‘d come to set and he

had it all worked out of you—bits of shtick. It‘s fun to work with him because he‘s very creative and he lets

you go over the top—there‘s no such thing as too much with David. He enjoys seeing what we brought to the

process and if we didn‘t have anything to bring to the process, he had lots and lots of ideas of how we should

play it. So it‘s a good collaboration between what he wants you to do, and then what you want to do. It‘s been

a lot of fun working with David. He‘s done so many films. He knows what he wants, but he lets us ad lib and




                                                                                                        28
have fun. He‘s very enthusiastic about the project. He said nobody smokes in my movies when it‘s a family

film. I think that‘s very commendable.‖



ON DEAN CAIN: ―I didn‘t have too many scenes with Dean, but sometimes I‘d come to the set just so I could

see his biceps rippling.‖




                                                                                                29
JON LOVITZ As the Voice of “Bailey”

        Jon Lovitz rocketed to fame on television‘s Saturday Night Live on which he starred from 1985

to 1990 and for which he was nominated for an Emmy Award in 1987 for Outstanding Individual

Performance in a Variety or Music Program.

        Born in Tarzana, California, Lovitz has a twin sister and three other sisters. His father, a doctor who

loved opera and wished he had pursued it as a career, encouraged Jon in his career. Lovitz worked at

various jobs before making it in show business, including waiter, messenger, copy shop clerk, shoe store

worker, clothing store clerk and hospital orderly. A 1979 graduate of the University of California at Irvine,

Lovitz modelled his SNL character Master Thespian on one of his professors.

        Lovitz has made many notable guest appearances on such TV series as Just Shoot Me, Friends,

The Simpsons, NewsRadio, Seinfeld, The Larry Sanders Show, Married…with Children, and The Critic.

        He has been much in demand for his distinctive voice, in such movies as An American Tail: Fievel

Goes West (1991), Eight Crazy Nights (2002), Cats & Dogs (2001), and The Brave Little Toaster (1987).

He also starred in the feature films The Stepford Wives (2004), Dickie Roberts: Former Child Star (2003),

Good Advice (2001), Rat Race (2001), 3000 Miles to Graceland (2001), Sand (2000), Little Nicky (2000),

Small time Crooks (2000), Lost & Found (1999), City Slickers II: The Legend of Curly's Gold (1994),

National Lampoon’s Loaded Weapon 1 (1993), A League of Their Own, (1992), Mr. Destiny (1990), My

Stepmother Is an Alien (1988), Big (1988), and ¡Three Amigos! (1986). His first leading role was in Mom

and Dad Save the World in 1992.




                                                                                                      30
ANGELA VALLEE and MUNRO CHAMBERS As “Sam” and “Max”

ANGELA VALLEE

        ANGELA VALLEE plays 12-year-old Samantha, called Sam, who is animal activist Marge Maggs‘

daughter. Born in small-town Ontario, Angela and her family live in Burlington, near Toronto. Dad Bud is a

small-business owner and mom is a marketing director. The 10-year-old, born June ‘93, is in Grade 5 and

has one older sister. BAILEY‘S BILLION$ is her first feature film. Her favorite part about shooting her first

movie, she says, was missing school. And how did she enjoy working with superstar Dean Cain? She

explains: ―Even though Dean‘s a famous actor, he‘s just like a normal person.‖ Both kids had to learn how

to work with trained movie dogs. Says Angela, ―One time Hannah wasn‘t following me. She usually does.

Tango followed me right away. They‘re trained on the cookies. Their eyes will follow it.‖

MUNRO CHAMBERS

        MUNRO CHAMBERS, who plays Sam‘s new school friend, Max, is 13 years old. Born in Toronto,

Munro and his family now live in Ajax, a small city on the outskirts of west Toronto. Munro, in Grade 8, is

13 years old, and has an identical twin, Thomas, who is two minutes older, and a little brother, Michael.

Thomas acts, too, but he was taking a little break from the business. ―We‘re never competitive in roles,‖

says Munro. ―We have different attitudes and personalities anyway,‖ he adds. ―Thomas is serious and has

a bit of a temper. I‘m a little crazier and more laid back.‖

        ―It just clicked with Angela,‖ says Munro. ―It seemed so natural. She‘s a very cute girl and it

worked out, the way we did our lines. It was like we were friends our whole life.‖ Like his co-star,

Angela Vallee, Munro had a great rapport with Dean Cain. ―I would just say to him, ‗Hey, Dude, how

ya doin‘? I love what you do.‘ It was just like meeting your long-lost cousin. He‘s so funny. Out of

nowhere he‘ll say something off the topic. He‘s just a great guy.‖




                                                                                                       31
ABOUT THE FILMMAKERS

        DEVINE ENTERTAINMENT CORPORATION, which produced BAILEY‘S BILLION$, is an

international award-winning developer and producer of high-quality children‘s and family films for the

worldwide television and cable markets and the international home video markets. David Devine, who

also directed, and his Devine Entertainment partner Richard Mozer produced, with Jason Piette and

Michael Cowan of U.K.‘s The Spice Factory.

        Devine Entertainment Corporation produced the acclaimed Beethoven Lives Upstairs, which

Devine directed, and which won them the 1993 Prime Time Emmy Award for Outstanding Children‘s

Program. The film provides a glimpse of musical genius Ludwig van Beethoven as a way to introduce

young people to the world‘s great composers.

        Devine Entertainment‘s focus is the production and distribution of films based on historical and

timeless stories. Devine Entertainment's focus, from its inception in 1982, has been to create film

programs for children and their families that emphasize overcoming life's adversities and attaining self-

esteem. Their goal is to produce engaging and intelligent family films. This strategy began with the

success of Beethoven Lives Upstairs, the Raffi videos (now certified multi-platinum), and the popular The

Artists’ Specials, The Inventors’ Specials, and The Composers’ Specials. The first film in The Artists’

Specials — Degas and the Dancer — has already received several accolades including the Humanitas

Prize for writing of a children‘s program that promotes human values, the American Library Association‘s

Notable selection, and one of the Top 5 Videos of the year as selected by KidsFirst! Coalition for Quality

Children‘s Media.

        In 1996, the six one-hour The Composers’ Specials won the CableACE award for Best Children‘s

Series. Broadcast on Home Box Office (HBO) in the U.S. and Family Channel in Canada, the series has

received numerous awards and honors in recognition of the entertaining and education values it offers

children, and the videos and CDs are distributed worldwide by Sony Classical.

        The Inventors‘ Specials, produced in 1997, focused on people who challenged the world of

science with their ideas, and premiered on HBO and Family Channel and now like all Devine films, are

broadcast in over 50 countries around the world. Devine Entertainment develops new family series and

movies-of-the-week based on popular young adult novels to expand its film library. The company will




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continue to build upon its brand by developing and broadening the scope of its website, continuing to

pursue video sales in education, retail and specialty markets, creating and distributing teachers‘ guides,

and various other merchandising spin-offs of its films.

        Its interactive history website, www.devinetime.com, was a YAHOO! Canada ―Pick of the Week‖

and won first prize in the Entertainment category at the Atlantic Digital Media Festival. The website

features profiles of 100 inventors through the history of time, a trivia game, a flight lab where kids can

build their own plane, and a link to our online store (which you may also access through this site). The

site will soon expand to include composers and artists and more clips from our award-winning films.

        The Spice Factory, founded by Cowan and Piette, is a fast-growing vertically integrated film

company based in Brighton, with access to production, financing, domestic and international distribution,

internal sales and worldwide film funs. Screen Finance named it the U.K.‘s most prolific production

company in 2001.

Production financing partners with Devine Entertainment and The Spice Factory are Movision

Entertainment, Telefilm Canada, Corus Entertainment‘s The Corus Family Feature Film Fund, Astral

Media‘s The Harold Greenberg Fund, Superchannel, and Odeon Films.




                                                                                                   33
THE DIRECTOR/PRODUCER: DAVID DEVINE

        David Devine is the director of BAILEY‘S BILLION$, the family comedy about a talking golden

retriever who inherits a billion-dollar fortune, starring Dean Cain, Jennifer Tilly, Tim Curry and Laurie Holden.

Although BAILEY‘S BILLION$ is Devine‘s feature film directing debut, he has been at the helm of 12 films

and produced 20 in all. His films have garnered 12 Emmy nominations, 5 Emmy wins as well as 110 other

international film awards. He is the President and CEO of Devine Entertainment in Toronto.

        Devine was born and raised in Toronto, and graduated from the University of Toronto with an

Honours B.A. in English and an M.F.A. from the prestigious film school at UCLA. In 1982 he established his

own company, Devine Videoworks and has worked since then in collaboration with Richard Mozer,

producer/director and the CFO of Devine Entertainment Corporation.

        Devine‘s commitment to family-oriented musical entertainment began in 1985 with A Young

Children’s Concert with Raffi, which he produced and directed. Video sales are certified multi-platinum in the

U.S. and Canada. In 1989, Devine produced and directed a second video, Raffi in Concert with the Rise and

Shine Band. This special was an even greater success, winning Devine a Gemini Award and Grammy and

CableACE nominations.

        Devine‘s next project was to produce and direct his first dramatic film, entitled Beethoven Lives

Upstairs. The HBO special won the 1993 Primetime Emmy Award for Best Children‘s Program. It was

selected for the permanent collection of the Museum of Radio and Television Arts in New York, as well as

winning its category at numerous film festivals. Devine received the International Monitor Award for Best

Director of a Children‘s Program.

        In 1994, Devine Entertainment launched the CableACE Award-winning series The Composers’

Specials. Devine co-created the concept and produced the six parts, as well as directing two—Rossini’s

Ghost and Bizet’s Dream. The latter won Devine his first of three Alliance for Children‘s Television Awards of

Excellence. Devine also produced, with the Slovak Philharmonic, five of the series‘ accompanying CD

soundtracks.

        Devine went on to produce The Inventors’ Specials, directing the Einstein, Galileo and Edison

episodes. In 1999, Edison: The Wizard of Light and Galileo: On the Shoulders of Giants won nine Emmy

Award nominations between them, winning three.




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        Devine followed The Inventors’ Specials with the six-part series The Artists’ Specials for HBO, three

of which he directed--Degas, Rembrandt and Monet. Degas won the prestigious Humanitas Award and Mary

Cassatt: American Impressionist an Emmy Award, the fifth for the company.

Devine lives in Toronto with his wife, Jane, and their three-year-old daughter, Francesca.




                                                                                                  35
THE PRODUCER - RICHARD MOZER

        Richard Mozer, award-winning producer, Emmy-nominated director, and the CFO of Devine

Entertainment Corporation, was born in Venezuela and raised in Florida and Montreal. After

graduating with a B.A. and an M.F.A. from the U.S.C. Film School in Los Angeles, he returned to

Canada and joined David Devine‘s Devine Videoworks. Now Devine Entertainment, the company

has won more than 100 international awards, including five Emmy Awards and five Gemini Awards.

        Mozer directed two films in Devine Entertainment‘s acclaimed series The Artists’ Specials—

Mary Cassatt: American Impressionist and Goya: Awakened in a Dream. Cassatt won an Emmy

Award in 2000 for Best Editing and Mozer was nominated for an Emmy for Best Direction.

        In 1994, Mozer directed one of the episodes of the company‘s award-winning The

Composers’ Specials. Liszt’s Rhapsody was nominated for a Rockie Award and won a special prize

at the 1995 Banff Television Festival as well as a Kid‘s First Award form the Coalition for Quality

Children‘s programming in the U.S.

        Of the six The Inventors’ Specials, Mozer directed Marie Curie: More Than Meets the Eye.

The show was honoured by the American Library Association, the Kid‘s First Coalition for Children‘s

Television and the Parents‘ Choice Awards.

Some of Devine Entertainment‘s other award-winning programs, produced by Mozer and partner

David Devine, are Raffi in Concert with the Rise and Shine Band, which won the 1990 Gemini Award

for Best Children‘s Program and received Grammy Award and CableACE nominations in the U.S.;

and Beethoven Lives Upstairs for HBO, winner of the 1993 Primetime Emmy Award for Best

Children‘s Program and a selection for the Permanent Collection of the Museum of Radio and

Television Arts in New York.




                                                                                                      36
THE WRITERS: MARY WALSH & HEATHER CONKIE

MARY WALSH

        Widely considered a comic genius and national treasure in Canada, created and starred in This
                                                                                                                th
Hour Has 22 Minutes, the half-hour CBC Television news and cultural satire this year celebrating its 10

anniversary. Winner of 19 Gemini Awards, the biting satire offers up a volatile mix of news parody, sketch

comedy and scathing editorial commentary. Now an occasional guest on the show, Mary Walsh won over

audiences as the irrepressibly cranky Marg Delahunty — Marg, Princess Warrier — blindsiding

unsuspecting politicians in the corridors of power. Walsh wrote and took a starring role in the recent hit

Mambo Italiano (2003).

HEATHER CONKIE

        Toronto born and raised, Conkie graduated form the University of Toronto in English and music.

Since the early ‗80s she has been a prolific writer, story editor and host of, as well as actor in, a wide variety

of television productions, specializing in children‘s programming. In 1990 she was nominated for a Gemini

Award for Best Children‘s Program for Dear Aunt Agnes, which she wrote and starred in for six seasons. She

wrote 22 episodes of the popular and long-running CBC series The Road to Avonlea, as well as Devine

Entertainment‘s 1991 award-winning Beethoven Lives Upstairs, and several of The Composers’ Specials and

The Inventor’s Specials. Conkie and her husband, a software design company owner, live in Toronto with

their teenage daughter.




                                                                                                       37
THE DIRECTOR OF PHOTOGRAPHY

         British Director of Photographer GAVIN FINNEY shot Alex & Emma (2003) for director Rob Reiner,

starring Kate Hudson and Luke Wilson. He was also the second unit cameraman for the mega-hit Harry

Potter and the Philosopher’s Stone. His best-known documentary is The Cure: Rockumentary for MTV.

Among his many British feature and television movies are Inquisition, Breathtaking, Gormenghast, Forgotten,

A Rather English Marriage starring Albert Finney and Tom Courtenay, The English Wife, Bad Boys, Beyond

Bedlam, Strangers, and The Sculptress.

―I lit it like a drama, not flat, high-key. There are different looks. Jennifer and Tim are lit very glossily, very

slickly, and quite hard, with a special filter. Marge‘s house has a gold tone, warmer and cozier. The mansion

we gave an antique color to make it look older, richer, more of an old money feel to it. Tying in to the

characters. Outdoor lighting, try to match it to the scene. A dangerous scene looks more overcast,

deliberately grim. Sunny warm feeling to the autumn farm scene.‖




                                                                                                           38
THE COMPOSER – LOU POMANTI

        Lou Pomanti composed original music in 2003 for two new TV series: 1-800-Missing and Big

Spender. He was the source music producer for Between Strangers (2002), directed by Edoardo Ponti

and starring Sophia Loren. Some of the other television movies, series and specials to his credit include

Livin‘ for Love: The Natalie Cole Story (2000), Mr. Rock ‗n‘ Roll: The Alan Freed Story (1999), Tyler‘s

Barrel (2002), The Big Heist (2001), Dog House (1990), and The Littlest Hobo (1979). Pomanti did the

music on three previous Devine Entertainment television films—Rembrandt: Fathers & Sons (1999),

Edison: The Wizard of Light (1998), and Degas and the Dancer (1998).




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