The highly experienced production team for Heartbreakers (2001) is headed by producers John Davis (Firm, the (1993), Courage Under Fire (1996), Grumpy Old Men (1993)) and Irving Ong. Mirkin, Davis and Ong assembled a top behind-the-camera team, including executive producer Clayton Townsend (JFK (1991), Any Given Sunday (1999)); director of photography Dean Semler (Oscar® winner for Dances With Wolves (1990), also Mad Max 2: The Road Warrior (1981), City Slickers (1991), Bone Collector, the (1999)); production designer Lilly Kilvert (Oscar® nominated for Legends of the Fall (1994), also In the Line of Fire (1993), City of Angels (1998)); legendary costume designer Ann Roth, a three-time Academy Award® nominee and winner for English Patient, the (1996) whose body of work ranges from such '60s classics as Midnight Cowboy (1969) to Talented Mr. Ripley, the (1999) (with some 80 other projects in between), and her long-time creative associate Gary Jones (co-designer with Roth on Talented Mr. Ripley, the (1999), English Patient, the (1996) and others); and heralded film editor William Steinkamp (Oscar® nominated for Tootsie (1982), Out of Africa (1985) and Fabulous Baker Boys, the (1989)). John Debney (Emperor's New Groove, the (2000), Replacements, the (2000)) is the composer and Danny Elfman (Good Will Hunting (1997), Nightmare Before Christmas (1993)) composed the Heartbreakers (2001) theme. The film is released by MGM in the United States and Canada.

Heartbreakers (2001) is co-financed, with MGM, by London and Los Angeles based Winchester Films, which also controls distribution of the film, in all media, in the rest of the world. Winchester Films is a division of Winchester Entertainment, plc, a diversified, publicly held entertainment company with interests in international film distribution and production, as well as in film music, merchandising and children's television programming.

ABOUT THE CHARACTERS

Heartbreakers (2001) follows the adventures of Max and Page, two con artists who are "basically trying to control their lives and feelings, and everybody around them," says director David Mirkin, who previously helmed the feature comedy Romy And Michele's High School Reunion (1997). "In this story, it's a mother and daughter and how their 'business' affects their relationships, with each other and with men. The idea of going through life and not really paying for anything - either with money or with emotions - is very compelling to me. It can be both powerful and very funny. "

"There's something very appealing about Max and Page because just like us, they work for a living. .. it just happens that what they do is completely dishonest!" says Sigourney Weaver, who plays Max, the more experienced (and more hardened) of the pair. At the heart of the comedy, Weaver notes, is a deeply felt relationship between mother and daughter: "Just the idea of a mother with a grown daughter, that dynamic of Max trying to hold Page close to her, and the girl wanting to go out on her own, is so universal. It doesn't matter what they do to make money. .. this is a relationship that anybody could understand. "

Jennifer Love Hewitt, who starred in the successful series Party of Five and Time of Your Life as well as the hit I Know What You Did Last Summer films, stars as Page, the budding young grifter trying to prove herself and break free of her mother's shadow. "I think of Page as a role model in her own right, because she's a young woman who has a career," Hewitt says, adding with a laugh, "not the normal career, or one that most parents would choose for their children, but a career nonetheless. She's really strong, really smart, very witty and sexy and amazing at the same time, so she's an extremely cool character. "

"Both Max and Page are very strong, independent women," says Weaver. "They plot and plan. Max is very disciplined, and I admire that. She sees falling in love as the absolute worst thing her daughter Page could do, because she's afraid she'll lose her wits the way she herself did so long ago. I think parents are always afraid of that - that their children won't see what's coming and they'll get their hearts broken. "

Max and Page have a seemingly foolproof system, illustrated by the appearance of chop shop entrepreneur Dean Cummano (Ray Liotta) - Max finds a man with some money, seduces him, and gets him to marry her while Page takes a secondary role as the secretary that lures him into an uncompromising position the day after the blessed event. The divorce settlement is always to Max's liking. "The marriages themselves I think are entertaining because for Max, who had her heart broken long ago, this is her revenge, really," Weaver muses.

"Dean may do some things that aren't exactly on the right side of the law, but it's minor compared to what Max and Page do!" says Ray Liotta, who has garnered universal acclaim in such films as GoodFellas (1990), Something Wild (1986) and Hannibal (2001). "They take things from your heart. They approach life from a level where they don't care what emotional effect they have on men, and Dean is very wound up emotionally, however tough he may seem to be. "

Playing with emotions is a high wire act, however, and creates a life of high stress from which a vital component is always missing. "What are con artists actually trying to do?" says Mirkin. "They're trying to control everything around them in order to make money. So, what happens if things start to go wrong? In this story, both Max and Page begin to lose control of their feelings, which is what provides them with the greatest protection. "

When Jack (Jason Lee) appears in Page's life, the crack in Max and Page's system becomes a gaping jag. "Jack sees a side of her that she thinks most people don't see," says Lee, who recently starred as the lead singer of Stillwater in Cameron Crowe's Golden Globe Award-winning film Almost Famous (2000). "He sees through that hard-edged, defensive front and he likes her for what he sees underneath that. Unbeknownst to Jack, he's being conned, but because of the kind of person he is and how honest and enduring the character is, she starts to question what she's doing, question her motives for trying to con him. So that makes it pretty interesting, that she eventually lets down that front because she's feeling real love for the first time. "

Adds Hewitt, "These two con artists, for the most part, make their living every single day being other people. And I don't think they are really in touch with who they are that well. Because they're always putting on a front to get what they need. And I don't think Page is a person who knows herself very well, and I think she's forced to know herself because of Jack. He figures her out before she does, which really frustrates her. And she has to get to know herself while at the same time trying to be a professional and prove to her mom that she's grown up enough to go out on her own, when she really has no clue. "

Volatile, love-struck Dean Cummano is left confused and depressed following Max and Page's con. "When he learns that he's been conned by them, it really hurts him because he really falls for Max," says Liotta. "Then to learn that it was just a way of getting money, that not only hurts him - it makes him angry. He wants to confront her, but really he just wants to see her. "

Gene Hackman plays William B. Tensy, the Big Tobacco heir who becomes Max and Page's latest intended victim. "Tensy is a billionaire who is single and is being preyed upon by this mother and daughter duo," says Hackman. "They're trying to get Tensy to marry one of them. And he's pretty much oblivious to what their motives are. We have a great deal of fun with it because I'm supposed to be an unattractive guy who does some despicable things. Physically and verbally. "

But this con is destined to have some difficulties as Page struggles with her growing love for Jack, Max struggles to maintain the Russian accent of her latest persona, and Dean tracks them both as they work on Tensy. Their plans are to finish the con and part company, but even the best laid plans can go astray. "Heartbreakers (2001) is, to a great extent, about how you have to let go of control in your life and embrace the uncertainty of it," says Mirkin. "We've tried to design a movie that can be fun to watch more than once, because the characters, performances and story twists are multi-layered. "

"The story was such a subversive, cute, funny idea," says producer John Davis. "It's fresh and unique, with great twists, lots of surprises and wonderful setpieces. And part of the fun is that the audience is getting duped along the way by Max and Page, as are the ladies' targets in the story. It's really like an opera of comedy in the end, with lots of pieces filling out the puzzle. "

ABOUT THE PRODUCTION

Though producer Irving Ong and John Davis developed Heartbreakers (2001) before they met with David Mirkin, they knew immediately that Mirkin was the right person to translate that story onto celluloid. "David is one of the guys who fashioned The Simpsons into the classic that it has now become and I really liked his first feature film, Romy And Michele's High School Reunion (1997)," says Davis. "Plus, he made me laugh, and that's the first thing you look for in a comedy director - someone who is funny - because if he can make me laugh, hopefully he can make other people laugh, too. "

Mirkin saw a unique opportunity with the Max and Page characters. "I liked the idea of taking the kind of archaic cons you would see in films like Lady Eve, the (1941) or Paper Moon (1973) and moving them into the new millennium," he says. "How do you get free gasoline now? How do you score a free hotel suite? It was fun to work up really good and clever cons that could actually work if you have the guts and insanity to try them. "

The next critical step to making the film work was casting. "We were incredibly lucky to get our dream choices," says Mirkin. Sigourney Weaver was the ideal choice to not only portray a mother and con woman, but also the character's numerous personas, including the seductive Russian emigre Olga and pious tease Angela. "Sigourney is someone I've admired forever," says Mirkin. "I don't think there's an actress out there who has done comedy, drama, art films, brilliant stage work, musicals and is an action hero as well. There isn't a form she hasn't done, and she's not afraid to play characters with an edge of darkness mixed in with the comedy. "

Weaver was delighted with the dynamic of Heartbreakers (2001). "It's hard to find a good film comedy," she says, "especially where they let women be the funny ones. "

Selected to portray Weaver's daughter Page (and other manifestations of that character) was Jennifer Love Hewitt, an accomplished young actress who, according to David Mirkin, "is such a likeable, wonderful performer, who physically looks like she could be Sigourney's daughter. I made sure to read them together to make certain the chemistry was right between them, and they were just wonderful together. "

"I've never actually laughed out loud while reading a script," recalls Hewitt, "and I was on the floor when I read Heartbreakers. I actually gave it to friends and family and I could hear them laughing in the other room. I didn't have to work very hard to imagine what the end product was going to be. "

Heartbreakers (2001) is a major departure for Hewitt, known for her roles as angst-ridden teenagers. "I'm used to playing the girl next door, and Page is so not," Hewitt notes.

"Love has really come of age," says John Davis of the actress, using the nickname used by family, friends and co-workers. "She's not sexy cute, she's sexy sexy. It's going to be quite a revelation to the audience. "

Having Gene Hackman in the cast as William B. Tensy, the rank, obnoxious tobacco heir, was a dream come true for director Mirkin. "I've always been aware of how incredibly funny Gene Hackman is," Mirkin says. "His scene as the Blind Man in Young Frankenstein (1974) is one of the funniest of all time, and he was brilliant as Lex Luthor in Superman. He often injects moments of great humor in his dramatic roles as well. It was really a passion of mine to work with this great comedic actor who I don't see in enough comedies, and I was thrilled that he responded to the material and wanted to do this. "

Hackman notes that "Heartbreakers (2001) is an unusual script because it's broadly humorous, yet has a foundation of emotional reality. I thought it would be great fun to play such an outrageous character as Tensy. " Hackman was also attracted to the notion of playing a character aged well beyond his own years, even though he would require hours of makeup applied each morning, with added lines, creases, liver spots, and a set of suitably yellowed teeth as befits a non-stop smoker. (The non-smoking Hackman had to learn to puff on non-addictive herbal cigarettes for the full effect of Tensy's chainsmoking).

Ray Liotta is another dramatic actor that has proven himself to be adept at comedy. "Ray is a fantastic comedian," says David Mirkin. "Just watch him in Something Wild (1986), which made him a star, or in GoodFellas (1990). He was scary and funny at the same time, which is an incredibly difficult line to walk. To be dangerous but also likeable, funny, and emotionally accessible are qualities that only Ray has, along with an energy that's really significant and exciting. "

"I hadn't done an out-and-out comedy for a long time, so I felt really fortunate when David Mirkin and John Davis offered me the role of Dean," Liotta says. "And working with actors like Sigourney, Love and Gene was just great. "

The leading players are rounded off by relative newcomer Jason Lee - who made a splash in several Kevin Smith films, as well as in Lawrence Kasdan's Mumford (1999) and, more recently, Almost Famous (2000) - as Jack, who makes the fateful mistake of falling in love with Jennifer Love Hewitt's Page.

Says David Mirkin, "Jason is one of the most original young talents out there. He has his own kind of timing, his own way of thinking, and his own way of projecting a performance. "

Adds John Davis, "Jason's not a typical, hunky young leading man, which is exactly why we wanted him to play Jack. He's innocent, likeable and funny, and there was great chemistry between him and Love from the very beginning. "

"Working with Sigourney Weaver and Jennifer Love Hewitt has been incredibly easy, and that's the most important thing, I think," says Lee. "From the very beginning to be able to establish something was great. They both have a good sense of humor and they don't take their job too seriously, which was great for me. "

Filling out the remainder of the cast are a number of acclaimed character actors, such as Jeffrey Jones, Ricky Jay and Nora Dunn, among other surprise appearances. "I love the fact that we have these great comic scenes, really truly comic scenes, with wonderful characters played by brilliant actors in small parts, like Nora, Jeffrey and Ricky," says Weaver. "We're so lucky, and yet there's this real story going throughout where the women come to realize things about life and each other. "

Mounting and shooting Heartbreakers (2001) was no small task, as the story races through a number of geographical locations, from wintry New Jersey to balmy Palm Beach, with most of the film shot in the Los Angeles area before heading southeast to Florida. A huge array of environments had to be found and/or re-created, many of them appropriate to the lavish wealth depicted on screen: posh restaurants, lush reception halls, dazzling hotels, and imposing mansions, as well as crucial highways and byways, gas stations, shops and garages.

The logistical tasks fell to executive producer Clayton Townsend, whose experiences working on almost a dozen Oliver Stone movies more than prepared him. "The first time I read Heartbreakers (2001) I laughed out loud several times at what I thought was a pretty straightforward story," recalls Townsend. "But when I started breaking it down, trying to figure out what it would take to get it on film, it was really quite complicated with several layers to unfold, both in terms of story and production."

"The more complex elements from a production standpoint have really been trying to put forth the aura and feeling of Palm Beach, with the saturated wealth that exists in that one mecca. And with the skills of David Mirkin, the cast, and an amazing team of behind-the-scenes artists, especially director of photography Dean Semler, production designer Lilly Kilvert, and costume designers Ann Roth and Gary Jones, we were able to accomplish just that. "

Production began on a myriad of locations in and around Los Angeles in late April 2000, with the special effects team spraying real and artificial snow on the grounds of an empty warehouse in Glendale, standing in for Dean Cumanno's New Jersey garage. By late June, the Heartbreakers (2001) company was sweltering in the ferocious South Florida heat and humidity for sequences shot in Palm Beach, Miami and the Keys. Los Angeles locations included a bewildering number of environments, including the magnificent St. Sophia's Church (a Greek Orthodox beauty in the heart of Hollywood) and a gigantic mansion overlooking the beaches of Malibu that stood in for William B. Tensy's Palm Beach estate. Bruno's Ristorante, an institution on Centinela Avenue, was converted by Kilvert into The Kremlin Restaurant, a samovar and folk-art filled Palm Beach establishment in which Sigourney Weaver - as "Olga" - belts out a hysterically improvised version of The Beatles's "Back in the USSR" to balalaika accompaniment. (For this scene, Weaver happily recalled her New York cabaret collaborations with Christopher Durang. )

Lilly Kilvert faced several tremendous challenges in creating the physical backdrop for Heartbreakers (2001). Except for a few studio-built sets - including a mammoth suite that Page and Max share at The Breakers hotel (constructed at CBS Radford Studios) - most of the locations utilized were "practical" - that is, extant constructions which had to be irrevocably altered for the purposes of the story. "I like shooting on location," Kilvert admits. "I like to have reality to jump off of. I think you need it. If you do a movie that's entirely constructed sets you tend to lose the physics of it all. "

Kilvert enjoyed both creating realistic environments and pushing the envelope. "For example, the suite we built for The Breakers is much larger than the real one would be, but I felt it was important to show that what money really buys you in America is space. "

For The Breakers suite, Kilvert had to be true not only to her own imagination, but also to the basic design concepts of the great Palm Beach hotel itself, where the Heartbreakers (2001) company would later film for several days. Getting permission to film either at the Italian Renaissance-style Breakers or Palm Beach's Worth Avenue - which, along with Beverly Hills's Rodeo Drive and Rome's Via Condotti, is one of the most exclusive shopping streets in the world - was no easy task for executive producer Clayton Townsend. Because of Palm Beach's strict filming ordinances, the company was allowed to film scenes with Sigourney Weaver and Anne Bancroft on Worth Avenue only on a Sunday, in off-season, with Palm Beach-ers noting that Heartbreakers (2001) is the first major feature film they can recall being allowed to shoot there.

Standing in beautifully for other public and private areas of The Breakers was Los Angeles's own venerable beauty, the Regal Biltmore Hotel, which was the grandest hotel west of Chicago when it opened on October 2, 1923. Designated a historic landmark by the city's Cultural Heritage Board in 1969, executive producer Clayton Townsend notes that "the Biltmore has very similar architecture to The Breakers, and Lilly Kilvert really put together a fantastic mosaic of both hotels and her stage set, which when viewed together will be absolutely seamless. "

In addition to The Breakers and Worth Avenue, another major Florida set was The Glades, the comfortably ramshackle seaside bar owned by Jack (Jason Lee). Although meant to be on the lower-rent outskirts of Palm Beach, a perfectly suitable shell was discovered by the company in Key Largo, which Lilly Kilvert and her team - including art director John Warnke and set decorator Kathy Lucas - marvelously transformed into an establishment so realistic and redolent of South Florida that would-be patrons occasionally tried to gain access to what was, after all, just a movie set.

"The building wasn't really a bar, more of a bunker," explains Kilvert, "but it was open to the water on three sides. We pretty much had to open it from top to bottom and raise the roof in the center. What's nice about it is that when you're inside you can look out into the palm tree grove and the water beyond, and both day and night you get the feeling of a relaxed, open atmosphere. " (Incidentally, most of the palms were planted by Kilvert and her staff to improve upon the four already standing).

While Lilly Kilvert was altering the world to fit the moods and backdrops of Heartbreakers (2001), costume designers Ann Roth and Gary Jones were fitting the actors in a wealth of fabrics and fashions to enhance their characters. Longtime collaborators Roth and Jones - two of the most highly respected artists in their field - had a field day dressing the leading ladies. Roth designed all of Sigourney Weaver's remarkable, multi-character (Max, "Olga," "Angela," etc. ) costumes, with the pair collaborating on Jennifer Love Hewitt's and Jones contributing the wardrobe for the rest of the large cast.

"The costumes come very much from the writing," Jones says. "They're very flamboyant and have a great sense of humor about them. David Mirkin had a clear vision of what he wanted from each of the characters. Also, both Sigourney and Love were totally willing to open up to this adventure and really go for it with all of the costumes. "

Roth's designs for Sigourney Weaver's Max are elaborate constructions which are often amusing, but never cartoonish. "I think that what Ann designed for Sigourney are some of the greatest costumes she has ever come up with," says Jones. "They just take advantage of everything that Sigourney and her characters are all about. " As for Jennifer Love Hewitt, "she's a combination of the good daughter and the seductress," Jones continues. "So on the one hand, she'll wear a simple pair of jeans when she's just Page, but as the con woman we put her in some outrageous outfits, like a striped silk metallic mini-dress. "

For Gene Hackman's William B. Tensy "all of the costumes were built from scratch, because we wanted them to be a little too big and colorful. Gene felt that in order to feel old enough, he wanted to be small inside his clothing. The colors are also somewhat outlandish in an odd, eccentric way.

"We wanted Ray Liotta's Dean to be sexy and available, and not a caricature of the 'goombah,'" Jones adds. "And Ray is in such great shape that he brings a real presence to his clothes. "

Curiously enough, the most simply dressed of the five protagonists - Jason Lee's Jack - presented the greatest challenge for Jones "because my instinct is to do more, rather than less. "

In addition to the sets and costumes, the overall look of Heartbreakers (2001) was a great concern to David Mirkin, who feels that all too often in film comedies the visuals take second or third place to the dialogue and characterizations. Mirkin wanted to create a lush, rich backdrop for his characters' antics, as befits one of the world's wealthiest environments. "Just because a movie is a comedy, that doesn't mean it can't be visually beautiful and interesting," the director stresses.

"So I'm very lucky to have been joined by Dean Semler as cinematographer for Heartbreakers (2001)," Mirkin continues. "Dean is perhaps best known for big 'outdoor' movies like Dances With Wolves (1990), Mad Max 2: The Road Warrior (1981) and Dead Calm (1989), and it's amazing to work with someone who can pull together disparate locations and make them all look consistently gorgeous. "

"We start on the East Coast in winter light and move down into Palm Beach, which is one of the most beautiful areas of water and sunshine in the country," Mirkin continues. "So the movie starts out rather cold, and then warms up, emotionally as well as visually, in terms of color. Then we're in these amazing locations, like The Breakers and intercoastal waterways with giant mansions, and it's imperative to have somebody like Dean collaborating with me to really create a palate and a look and add sensuality. Because this movie is not only funny, it's also sexy and sensual. I think that Dean, Lilly Kilvert and the other behind-the-scenes artists are an enormous part of this production. "

By the time the Heartbreakers (2001) company was going into the home stretch, the actors already had their share of great memories. For Jennifer Love Hewitt, her very first day of work with Ray Liotta would be truly unforgettable. In the scene, Page, pretending to be Dean Cumanno's seductive secretary "Wendy," becomes entangled in his zipper.

"Coming out of teen movies, and spending the last three years of my life with a guy and a hook, my first two days of work were not exactly the norm," laughs Hewitt. "I was a redhead as 'Wendy,' dressed in a skintight, tiny little dress with stockings, garters and the whole works, and in the first moments it's like 'Hi, nice to meet you, Mr. Liotta, now I'll be attached to your pants for the rest of the day. How's it going? Good. How're you doing up there? Great. "

"But I have to say," Hewitt continues, "that if you have to be attached to an actor's pants, Ray Liotta's are the best! He really made it fun and easy, and hopefully it will be one of the movie's funniest scenes. "

Sigourney Weaver had a litany of compliments for her fellow performers. "I love working with Love. She's got so much energy and joy, and we have these great comic scenes. " Indeed, the relationship between Weaver and Hewitt took on some of the characteristics of a real mother/daughter relationship. "Sigourney is a great on- and offscreen mom," says Hewitt. "She took really good care of me, just like she does in the movie. .. although without conning anybody in the process. "

"With Gene Hackman," Weaver says, "my worry was that I worship him so much that he could not possibly be repulsive enough as Tensy. But I was so wrong! You'll see how with the fake teeth, age spots, cigarette smoke billowing out from every pore, and Gene's brilliance, he has created one of the most hilariously disgusting characters in movie history."

"Working with Gene is like having a partner on a trapeze. Every take is different, and it gets more and more outrageous. He's so effortlessly funny. "

Hackman and the other actors agreed that having a director so instantly responsive to what his performers were accomplishing on film was a great boon. "Even if you're going into your seventh or ninth take, if David is still laughing you really trust him to know what's funny. "

"It's great to have such an appreciative director," adds Sigourney Weaver. "David has had so much experience with comedy, and he really knows what he's doing. Every day when we started a new scene it just felt like so much fun. It's great that he created these women and allowed them to be so outrageous, because I think it's been a long time - since the days of Carole Lombard and Claudette Colbert - where women have been allowed to be so villainously funny, yet endearing at the same time"

The actors all agreed that working on a comedy with a director who knows what humor should be helped to make Heartbreakers (2001) a splendid experience for all. "Comedy usually presents you with a better set," notes Gene Hackman. "Things are a little lighter, although you work just as hard, if not harder. The atmosphere is often better than on stark dramatic films. "

"Working with Sigourney, Love, David and everyone else has been incredibly easy," says Jason Lee. "They all have a great sense of humor, so we've had our share of good times, goofing off, enjoying ourselves off the set and, of course, working very hard on the set. "

"It really is such a lighter atmosphere," concludes Jennifer Love Hewitt - the horror movie veteran - "not to have people being murdered around you all day long!"