Terry: "I just have one question: How do we pay for it?"
Joe: "Well…we are bank robbers. "


Joe Blake (Bruce Willis) and Terry Collins (Billy Bob Thornton) are bank robbers, fugitives hoping a final string of scores will finance their South-of-the-Border retirement dream. Irresistible Joe and his hypochondriac partner Terry become "The Sleepover Bandits," the most famous thieves in the country, cutting a swath from Oregon through California and leaving terrified bankers, bad disguises, and an adoring public in their wake.

Their gimmick: Take the bank manager and his family hostage the night before a heist, have dinner and sleep over, then go into the bank with him in the morning before business hours. No break-in necessary. No complicated surprise midday raid. It works like a charm.

Things get more complicated when they meet Kate Wheeler (Cate Blanchett), an ordinary housewife sick of her disappointing life - who happens to run into Terry with her car. Kate joins the bandits on their cross-country spree, and eventually she steals something, too - their hearts. Both guys fall in love with Kate, and Kate starts to feel it, too. Joe and Terry are far from ideal on their own, but together they make up the perfect man…

Metro-Goldwyn-Mayer Pictures, in association with Hyde Park Entertainment, presents Bruce Willis, Billy Bob Thornton, and Cate Blanchett in Academy Award®-winner Barry Levinson's sophisticated comedy BANDITS, an Empire Pictures, Lotus Pictures, Baltimore/ Spring Creek Pictures, and Cheyenne Enterprises production. BANDITS was directed by Barry Levinson, written by Harley Peyton, and produced by Michael Birnbaum and Michele Berk, Barry Levinson and Paula Weinstein, and Ashok Amritraj, David Hoberman, and Arnold Rifkin, with executive producers Patrick McCormick, Harley Peyton, and David Willis.

The impressive behind-the-scenes team includes director of photography Dante Spinotti, A. S. C. , A. I. C. , production designer Victor Kempster, editing by Stu Linder, and costume design by Gloria Gresham. Joel Sill and Allan Mason served as executive music producers, with music for the film composed by Christopher Young. All accomplished in their respective fields, Spinotti and Gresham are previous Academy Award® nominees, and Stu Linder won an Oscar® for Best Editing in 1966 for Grand Prix.

THE STORY

Director Barry Levinson is no stranger to comedy. His films Diner and Good Morning, Vietnam are included in the American Film Institute's list of the 100 funniest films of all time, so making Bandits was familiar territory.

Levinson found Bandits' script different from others, though. "It was interesting, a romantic comedy with a real energy to it," he says. "I particularly liked the idea of the two guys with this woman. The one thing that stood out in my mind was Kate saying she couldn't choose between the two because together they made the perfect man. What an interesting dynamic. "

The long and dedicated process that went into making Bandits began with producers Michael Birnbaum and Michele Berk. Berk first brought the concept for the film to friend Birnbaum, and together they knew they had the start of a really good story. Birnbaum brought the material to Harley Peyton, with whom he had worked previously, and together they developed the script.

"Harley and I had been looking for something else to work on together, and this material seemed a perfect match for his sensibilities," says Birnbaum.

Berk adds, "Harley really knows character work, and we knew that was the strength of our movie. It wasn't about bank robbers. It was about the incredible relationship between these three people. "

"The story was conceived as being about a man of action and a man of thought and the woman that comes between them," says Birnbaum. "She has to make the classic choice between the thinker and the doer. Joe (Willis) is this incredibly handsome guy who doesn't really have to think before he acts but always ends up doing the right thing. Terry (Thornton) is this brilliant but neurotic man who can't take a step without a plan. He has to know exactly what's going to happen and how it's going to happen before he can take action. There's a great juxtaposition between these two men. They're two halves of a great person. "

Berk and Birnbaum then brought the script to Bruce Willis and Arnold Rifkin. Rifkin was Willis's agent and president of the William Morris Agency at the time, and he was brokering a deal between MGM and producers Ashok Amritraj and David Hoberman's Hyde Park Entertainment. Producers Berk and Birnbaum agreed to partner with Hyde Park, and Bandits, with Bruce Willis attached, helped cement the MGM deal and became the first piece of film business from this new collaboration.

"I was immediately interested in the project when I read it," says Amritraj, "the whole concept of it. It was an interesting, high-concept comedy with romance and action, a wonderful project. I read it overnight and couldn't put it down. I called Arnold the next day to let him know we wanted to be involved. We brought it over to MGM and they loved it - and the rest, as they say, is history. "

With a studio attached, everyone set about getting the rest of the cast and crew in place. The resulting talent and starpower of the cast and crew was more than anyone could have hoped for, an exhilarating mix. "It's a rare opportunity when you get a great piece of material, then get your first choices for the director and cast," says producer David Hoberman. "It's been incredible. "

THE DIRECTOR

As far as finding a director for the film, the producers knew they wanted Barry Levinson. Michael Nathanson, president and COO of MGM Motion Picture Corp. , was instrumental in bringing Levinson on board. "We were all very committed to the project," says Rifkin. "Then Michael Nathanson, with our support, approached Levinson. Bruce and I were both impressed and grateful that Michael's belief, passion, and enthusiasm became a driving force in getting Barry Levinson attached as director. "

Once of Hollywood's most respected directors, Levinson is a six-time Oscar®-nominee, and won the Academy Award® for Best Director for Rainman. "When you look at the body of Barry's work," says Birnbaum, "it's always about character, and that's what we needed. There's a fine line in Bandits. If the actors played the script too broadly or didn't give it enough, it would fail. It was Barry's insight and his way of developing finely textured and intriguing characters that made him perfect for our story. "

"Having worked with Barry on good morning, Vietnam (1987) and tin men (1987)," says Hoberman, "I was very familiar with his work. He was always my first choice as director for the story. "

"Many directors, when they film comedies, put 'quotes' around the jokes and big emotional moments, hammering them home," says Peyton. "Barry approaches it in a way that's real. One of the first things Bruce Willis said to me was that the movie felt great to him because there was such reality to it. Barry is about getting to the heart of every scene and letting it play out, and the actors respond to that. It's teamwork. "

For Levinson, filmmaking is a collaborative, ever-changing process. He knows what he wants, but also enjoys seeing what he can discover about a moment or character. "I experiment all the time," says Levinson. "I'm constantly seeing what else I can bring out in the course of any given scene. Mistakes often happen, and from those mistakes you can evolve a scene and change it from what it was. Filmmaking is a process of discovery, and there's always room for the unexpected to take place within the framework of a script.

"Those spontaneous movie moments," he continues, "are the lifeblood of any interesting film. For instance, we were doing a scene where Bruce and Cate's characters have just met and have to sleep together in the same room. To give Kate a sense of privacy, Joe hangs a blanket between them like in It Happened One Night. During one of the takes the blanket fell down, and as he went to put it back up she went to help him. They were standing very close together on either side of the blanket, and I liked it. So we rebuilt the scene taking advantage of that accident, which indicated an attraction between them. It's those moments when the script and actors come together in an unexpected way that makes a film more interesting. If the film doesn't have those moments, it doesn't entertain me, and if it doesn't entertain me, why would it entertain anyone else?"

Producer Birnbaum was on the set daily and can attest to Levinson's ability to take an unexpected moment and use it. "It's been so exciting to watch Barry direct this. He gets what he wants - plus a lot more. "

THE CAST AND CHARACTERS

When the subject of Bandits' cast comes up, Levinson says, "There are a number of surprises in this film. I don't think I've seen Billy Bob this way before, and I've certainly never seen Cate Blanchett playing this kind of character. As for Bruce, it's not that he hasn't done a lot of comedic or romantic pieces, but I think the fact that it's comedic and romantic yet also a tough character is going to be appealing. It's a good combination. "

Of Bruce Willis' character, screenwriter Peyton says, "Joe is someone who knows that he always does the right thing. He doesn't have much self-awareness and he's not given to a great deal of reflection; he's certainly not someone who thinks a great deal. He's the handsome action hero. He's in love with women in the aggregate and goes through this incredible awakening when he meets the right girl for the first time. "

As for Billy Bob Thornton, "Thornton's Terry is the exact opposite of Willis' Joe," adds Peyton. "If Joe doesn't think things through, Terry thinks them through to a neurotic extent. The world is always a puzzle that he's trying to solve, and he rarely solves it to his satisfaction. That's why he's a bundle of phobias. "

"This script," says Billy Bob Thornton, an Academy Award®-winning screenwriter in his own right, "was one I wish I had written. My first thought was 'What a perfect part to play and what a perfect movie to be in. '

"Sometimes when you read a script," he says, "you see the words on the page and you think, 'Wow, this is pretty broad. ' But this is a very realistic movie. There's a lot of hilarity in this script, but everything is plausible. Sometimes we'll do a scene and I'll think, 'How are we going to pull this one off?' Then because these characters are just regular people, it's funny by playing it absolutely straight. "

Thornton is also an accomplished director, but he was pleased to have Levinson in the director's chair. "What makes Barry such a wonderful director," says Thornton, "is that he's a big fan of the actors. He just loves to get in there with you. I think what makes a director good is somebody who feels like he's in the scene with you, like he's one of the guys around the table listening and enjoying what's going on in the scene.

"Although I've directed films myself," he continues, "I don't think of myself as Barry's peer. Rather, he's a model for me. I'm always amazed that he seems to be having such a good time. He keeps the set fun. He also has a real understanding of comic timing and an amazing sense of humor. "

Frustrated with her husband and tired of a life unfulfilled, Kate Wheeler is the housewife who comes between the leading men. Once she enters their lives, Kate becomes a woman the guys just can't shake. "It's is a tough role," says Peyton. "Given the decision she makes about the two men, we had to be very careful who the actress was. If Kate's choice is about sexual appetite, the movie falls apart. It has to be a very eccentric decision made by someone who is very innocent at heart. "

Kate is one of those people who hasn't found what she's looking for and doesn't really know what she's missing until she's found it. Director Levinson knew who he wanted to fill such a complicated role. He wanted Cate Blanchett, who Levinson calls the "premiere actress of her generation. "

"Bandits was one of those laugh-out-loud scripts," says Blanchett. "And once I knew who was cast as Joe and Terry, I couldn't imagine anyone else playing those roles. You just knew that with those two actors, the film was going to be bigger and even more than what it was on the page. "

Blanchett agrees that good comedy is reality-based. "Anything that makes me laugh has to be grounded in truth. Even if it's hyper-real, as most absurd things are, it still has to have a grain of truth in it. That's what Barry does so well. Like in Diner - it's hilarious, but it's also dark. People tend to label things either drama or comedy. Barry has his own genre, which is incredibly funny but also incredibly poignant. He explores the depth and breadth of every scene and exploits its comic potential. "

Like the rest of the cast, Blanchett also loved working with Levinson. "Working with Barry is very comfortable because he's such a good audience. In the beginning we had a bit of a language problem, and I thought it was because he's from Baltimore and I'm from Sydney. It turned out it's just that he's got his own very particular language and his own particular take on things. And it's hilarious. "

About her character, Blanchett says, "Kate Wheeler comes into the story by sheer accident. She literally crashes into the piece, which is a great way to arrive. Kate's problem is that her fantasy life is more engaging and more exciting than her real life. She's compromised her way into a very small corner of the world and she's just desperate to break out. "

"I think Kate has always fantasized about what it would be to live on the outskirts," Blanchett continues. "She forms a relationship with these two men, which most of us would find incredibly confusing, but for her it seems most clear. For me the atmosphere of the film is that first bloom of love except then it blooms a second time. "

"Eventually," concludes Blanchett, "Kate finds more than she's looking for, which is always exciting. As each page in the story turns for her, she's taken to a place that she could never imagine. Even the ending for her is a surprise. I think it's a surprise for all of them. "

The fourth member of the Bandits gang is Joe's young cousin, Harvey J. Pollard, played by Troy Garity. Pollard dreams of moving to Hollywood and becoming a famous stuntman, but in the meantime is recruited by Joe as the gang's front man.

In casting Garity, Levinson says, "I saw an audition tape and thought Troy had the most unpredictable quality and a certain physicality. Just the way he moves his hands and deals with things gives him an interesting essence. Troy is truly unique, and we tried to utilize that in every which way we could. "

Of his character, Garity says, "He's a hopeless romantic, a hero trying to come out of his shell. I based Pollard on a combination of my mother's golden retriever and Clint Eastwood. I used the dog because he has a strong loyalty to his family, and Clint Eastwood because Pollard really wants to be a larger-than-life hero. "

Pollard's world is shaken as well when Kate enters the picture. "She begins to usurp his position," Garity says, "and he begins to feel slighted. He kind of becomes a jealous girlfriend. "

Of the film as a whole, Garity says, "Basically, I think of Bandits as a character-driven social disorder drama. There's Billy Bob playing a chronic hypochondriac, Cate's character is slightly bipolar, and Bruce's Joe has infidelity and anger management issues. Then there's me with my undying love for anyone who will listen to me. It's interesting. It's a bouillabaisse. "

THE LOCATIONS

Harley Peyton grew up in the northwest, so that part of the country was very familiar to him and seemed like a perfect setting for Bandits. "I liked the idea of going from a very green, lush place," says Peyton, "then gradually having it become more and more arid until they finally arrive in Los Angeles. Also, in order to have some sense of reality, we needed to use smaller towns where these kinds of robberies could take place. "

Not including work done on stages in Los Angeles, Bandits was a true road movie - Levinson and his crew filmed in nearly 60 different locations throughout Oregon and California.

The first location was the Oregon State Penitentiary in Salem, where the company enjoyed an unusual amount of cooperation from staff, considering Levinson was filming a prison breakout. At a certain point, the 150 prisoners working as extras were placed near a main thoroughfare within the prison that led to the outside gates. When stuntmen, driving a cement truck, broke through those gates (under the direction of Conrad Palmisano, Levinson's stunt coordinator), Levinson had no problem getting the prisoners to cheer the heroes as they made it through to the outside, even after several takes.

Bandits continued filming in Oregon for another month in a variety of locations: a working bank in the town of Silverton; a peaceful neighborhood in Lake Oswego; a Colonial-style home in Oregon City (which proudly proclaims itself "the end of the Oregon Trail"); Portland's revered Crown Point Overlook, with its majestic views up and down the Columbia River Gorge; a spectacular glass-riverstone and wood residence overlooking the Willamette River in West Linn that sat in for Kate's house; and Portland's historic Broadway Bridge.

Moving south to northern California, the company based itself in Sonoma County's Santa Rosa, filming there as well as at roadside locales in Sebastapol, Tomales Bay, Dillon Beach, and the very-hard-to-find Bodega Bay. Filming also took place in the Marin County towns of San Anselmo, Mill Valley, and Nick's Cove.

The company based in Burlingame, California, for scenes filmed at the Point Montara Lighthouse Hostel in Half Moon Bay, which stands in for a Motel Six where the bandits hole up after one of their robberies. Established in 1875, the Montara Lighthouse guided ships along that treacherous coast through World War II when it served as a Naval Training Base. The facility has been a hostel since the 1980s.

Before returning to Los Angeles for two additional weeks of filming, the final distant location for the Bandits cast and crew was historic Salinas, California, home to John Steinbeck and the unforgettable characters of his well-known novels and films East of Eden, Tortilla Flat and Cannery Row, among others.

Explaining his decision to film most of Bandits on location, Levinson says, "What I wanted in the movie was not to have a 'sitcom look,' which is what I see a lot recently when there are elements of comedy and romance. On the one hand I wanted a very real look to the film, and on the other I wanted a stylistic quality. I was fortunate enough to have Dante Spinotti and Victor Kempster work with me, and we were able to get that feeling. "

THE CINEMATOGRAPHY

Director of photography Dante Spinotti is a two-time Academy Award® nominee (L. A. Confidential, The Insider). "When I began on Bandits," says Spinotti, "I felt that to be more powerful the movie needed an epic backdrop. A story like this would have had much less weight if played against a familiar background. Because of the geographical areas we were shooting in, the film played against very dramatic and powerful environments in the northwestern United States, from deep forests and lakes in Oregon to the turbulent coastlines and shapes of the small towns in northern California. "

Spinotti feels that there are no pre-established rules to lighting a scene, but, he says, "As much as possible I light the entire scene so I don't have to go back and correct things as we move from shot to shot. That way once the actors come onto the set we don't have to stop.

"I think moviemaking is slowly going through a sort of post-modernist approach," he adds. "It's not about a particularly beautiful shot. It's more intimately connected with what the story is about and what the people are about. "

As far as color scheme goes, Spinotti says, "For me the pivotal color scheme of the picture was Cate Blanchett's hair, which was a wonderful, rich copper red, and was stunning against the yellow and forest green backdrops in Oregon and strong dramatic blues on the California coast. It reminded me in some ways of the German expressionists. "

THE PRODUCTION DESIGN

Production designer Victor Kempster worked closely with Spinotti and Levinson to create the feel of the film. "Working with Barry was very peaceful," Kempster says, "because he's so clear about what he wants. He doesn't talk too much about design, but lets you know when you've missed the boat. My job is to do what's right for the picture on his terms. Design is an ever-changing, ongoing process. You can't be rigid; you have to accept that it's a collaborative process or the result reads like a dead duck.

"In my first discussions with Barry he said, 'Everybody knows what a motel looks like. I don't want that. ' That opened it up, which allowed us to make the sets somewhat off-the-wall. We weren't grounded in being naturalistic. We chose to play with the visuals in a more stylized way, using disconcerting graphics or images that were suggested by the scene and added to it.

"For example, after they steal the cement truck and make their escape from prison they end up lost in the woods, so we invented an 'in-the-woods' wallpaper for the interior of the first bank they rob in Silverton, Oregon. "

The design team also had to be inventive in the materials they used to build and enhance the sets. In the film's climax in the Alamo Bank, for instance, the floor of the lobby in which they shot the scene "was made of a very porous material, a combination of slate and granite and marble. We knew there was going to be bloodshed in the scene, so we had to figure out how to put a fake floor down that would be impervious to the fake blood.

"We came up with the idea of photographing and scanning the materials the floor was made of, then had it laminated to linoleum and put it down over the original. The entire floor was reproduced that way, and the crew didn't even catch on until it was pointed out. Those are the kinds of things the art department deals with which nobody ever knows about. "

THE COSTUMES

Gloria Gresham, the costume designer, has worked with Barry Levinson on nine films, and she received an Academy Award® nomination for her work on Levinson's Avalon. "I've always felt that I've done my best work with Barry," declares Gresham. "The wonderful thing about working with him is that he lets you do what you know how to do. If he sees you're going to make a mistake or doesn't like what you're planning, he'll pull you back, but most of the time he'll simply ask me to show him what I have in mind. "

Gresham tries to get into the characters' minds when she's designing costumes and works with the actors in creating each character's look. Thornton's Terry, Gresham says, "needed to be sort of nerdy, so I put him in shirts with little polo collars. He has a very specific palette, which is very antiseptic-looking. Because Terry's a hypochondriac, I felt he needed to be one step away from a lab coat.

"This is my third picture with Bruce," she continues, "so I had a head start on what would look good on him. We already understood what would look good and what wouldn't. "

Then there's Cate Blanchett. "I felt really blessed," says Gresham. "From the first fitting we were on the same wavelength. She really knew that she wanted to be the splash of color in the trio, so it was perfect. Cate is unbelievably professional and very much into her wardrobe and costumes. She has 16-18 changes in the film, so I never had a fitting with her that lasted less than four hours. " Willis and Thornton have 23-24 changes as well, so designing and choosing costumes for the film was definitely intense, but Gresham was certainly up to the task.