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10 ITEMS OR LESS is a warm, witty, and ultimately wise film about the importance of taking risks in a world that promotes safe choices. Academy Award-winning actor Morgan Freeman plays a star, not unlike himself, who is considering a part in an upcoming independent film. While researching his prospective role as a supermarket manager, he meets Scarlet, a spirited check-out girl brought to life by Spanish screen sensation Paz Vega. During the one eventful day they spend together, the celebrity and the cashier become unlikely companions on a brief, but memorable, journey toward self-discovery.

10 ITEMS OR LESS was written and directed by Brad Silberling, who wholeheartedly embraces an "indie" aesthetic in his first non-Hollywood film. Shot in fifteen days with a skilled and fast-moving cast and crew, 10 ITEMS OR LESS was produced by Morgan Freeman's and Lori McCreary's Revelations Entertainment and Brad Silberling's Reveal Entertainment, with Silberling, McCreary, and Julie Lynn serving as Producers, Kelly Thomas as Co-Producer, and Morgan Freeman as Executive Producer. The production team includes Silberling regulars Phedon Papamichael ("Walk the Line," "Sideways") as Director of Photography, Michael Kahn ("Saving Private Ryan," "War of the Worlds") as Editor, Denise Pizzini ("Be Cool," "The Italian Job") as Production Designer, and Isis Mussenden ("The Chronicles of Narnia: The Lion, the Witch and the Wardrobe," "Shrek 2") as Costume Designer.

10 ITEMS OR LESS is the brainchild of talented filmmaker Brad Silberling, best known for having directed the large-scale studio hits "Lemony Snicket's A Series of Unfortunate Events," "City of Angels," and "Casper." But Silberling has also helmed more intimate, character-based projects - most notably "Moonlight Mile," starring Dustin Hoffman, Susan Sarandon, and Jake Gyllenhaal. It was this kind of intimacy that Silberling had in mind when he wrote 10 ITEMS OR LESS. And, it was this very intimacy he desired to carry over into the filmmaking process, especially in scale, schedule, and budget. "I wrote this just before I headed off to make 'Lemony Snicket,' and after that film where I was in a soundstage environment for two years, I started watching a lot of Italian Neo-realist movies for mental therapy - and I realized I had written a gift for myself, where I could just go out with two great actors on the street, and shoot away." Silberling wanted a chance to throw out the rule book, to work independently, and to reclaim an essential sort of creativity, just like the character at the center of his film. In a perfect marriage of form and content, 10 ITEMS OR LESS presents an actor at a turning point in his life. Morgan Freeman's charismatic superstar longs to exercise the curiosity, skills, and passion that led him to his profession in the first place, but he is held back by hesitation and fear.

"Fear can come from many places, but the most fascinating, I think, is the white-knuckle terror that success can bring," says Silberling. "I've seen tremendous talents become afraid to pursue their work for fear that they might now make the wrong choice. It's true of writers, directors, actors…they have that Oscar curse and you suddenly don't see them for two years, three years, or longer. They stop taking risks because the fear is there's nowhere to go but down - and suddenly their art is put in escrow. I'm fascinated by that paradox."

At the same time Silberling was contemplating the curse of success, he became fascinated by workers in checkout lines, especially the cashiers he saw manning the '10 items or less' express lane. "Every customer represents a potential argument," he explains. "The cashier - usually a woman - has to be a policeman, controlling the human desire for short-cuts. Three feet to her right is a checker who works with no restrictions - and fewer customers. Somehow, I just felt our actor should meet this woman. I thought they'd be good for each other."

Silberling knew that there were only a few actors in Hollywood who could fill the unusual demands of the part. "We needed a tremendous actor and a familiar icon, and that left very few possibilities." The finished script went directly to the legendary Morgan Freeman. "I went hunting for a great actor," Silberling recalls. And he found one. Freeman was instantly drawn to 10 ITEMS OR LESS because he saw it would be a different experience for him: "It was off the beaten path, so different from what I've done before," Freeman explains. He was delighted to have the opportunity to play a part that was flirtatious and playful, yet platonically romantic: "My wife always asks me, 'Why don't you do a romantic comedy?' There is an aspect of romance in the story and I think it comes off quite nicely, despite the fact that I have not done it before. I have an extensive repertoire in all kinds of parts, but this was a first for me," says Freeman. Producer Lori McCreary agrees: "If you know Morgan, you know that he has this really wonderful side to him that is rarely seen on-screen. People have a certain view of what Morgan can do so he has a tendency to get roles with gravity."

Interestingly, the iconic movie star's name is never stated in the film: "Every time the character tries to introduce himself people always say 'I know who you are,'" points out Silberling. "Even his name on the video cassette box is always covered by brutal markdown stickers. It was an opportunity to play with the star mythology - to blur that line between reality and fiction. Is the character really Morgan? Every audience member will have his or her own idea."

Freeman's on-screen counterpart may be unnamed in the film, but the real-life actor is the first to admit that there are parallels between them. "It's more me than not me. In fact, there's more me there than I like to admit. The best parody is self-parody," Freeman points out good-humoredly. He and the "actor" he plays share a passionate curiosity about the people around them, mimicking their traits, even down to the posture and speech patterns of the people in the market, in order to build characterizations. This was director Silberling's homage to the many talented actors he's worked with over the years. "When you make enough movies you have a chance to work with a variety of artists. I love watching them zero in on people, studying every last bit of their behavior. After I sent the script to Morgan, Lori McCreary asked me, 'how did you know this is exactly what Morgan does?'"

The part of Scarlet, the feisty check-out clerk, went to Paz Vega, an experienced actress in her native Spain and Adam Sandler's luminous co-star in the James L. Brooks film "Spanglish." Scarlet is in a personal crisis, working at an unrewarding job, entangled with an estranged husband, and facing an uncertain future. "I wanted Scarlet to be an immigrant, very isolated, and in a relationship that was an absolute failure, so she's even more alone when we meet her," says Silberling. "Fortunately, Paz Vega was available for this unique role. I met with her and did what I do in my own odd casting process, which is essentially to see if I can paint a character on someone, to see if there's an essence there that lines up with what's been written." Vega and Scarlet were a perfect match.

"Paz is very elemental, "explains Silberling. "She's such a great listener and responder that some of the best moments in the film are wordless moments." Indeed, this may be partially because Vega has not yet fully mastered English. "This was her second film in the English language," says Silberling. "She did not speak English when she did 'Spanglish' and was basically working phonetically. For this film, she was very self-conscious about needing to have a certain command of the language so that she sounded colloquial, and she did a very brave job." Despite the language barrier that Vega faced, she approached her work with seriousness and joy. "Sometimes I had to throw a new word at her, and Morgan and I would love to watch her roll a word around and figure out what it meant," recalls Silberling. "She was so skilled with the character's commitment." Freeman also offers Vega high praise: "I so enjoyed working with her. The character interaction was perfect, even if we spoke different languages; she's acting with her whole self. It's marvelous to work with somebody like that." Vega herself is grateful for the support of her director and co-star. Of Freeman she says, "He helped me so much, just like his character in the film helps Scarlet. It was a beautiful experience."

Shooting quickly inspired a loose, improvisational quality among the actors, who were encouraged to experiment with their characters. "I like to say that, as a director, my job is to keep the car on the road. But you have to let everyone play in the backseat," explains Silberling. "Morgan remarked early on that he was struck by how much we thought alike - that quality of musicians riffing together, getting to a point where there isn't a lot of discussion and you just start finishing each other's sentences. I wanted to throw out the rule book, free ourselves of the trappings of having a big Hollywood crew, go without video playback, no chairs everywhere except for Paz and Morgan, no makeup touch-ups, minimal lighting. Just living out, in front of the camera."

In addition to casting Freeman and Vega, Silberling had to fill several crucial supporting roles. The part of Scarlet's estranged husband and supermarket-manager boss went to talented actor Bobby Cannavale, known for his work on the New York stage and in such diverse films as "The Station Agent" and "Snakes on a Plane." "I had never met him," says director Silberling, "I called him up out of the blue one day and he said, 'I can't believe I'm talking with you, I'll do it, just tell me when, I don't even care what it is,'" laughs Silberling.

Kumar Pallana, who has been seen in several Wes Anderson films ("Rushmore," "The Royal Tenenbaums") as well as in Steven Spielberg's "The Terminal," was cast in the role of "Lee," the decrepit assistant manager at the supermarket. "I was very worried about casting this doddering old fellow because he had to be credible and funny and you had to believe his age," says Silberling. "But I met Kumar and found him to be fantastic. He's an old vaudevillian, so it was an easy fit."

In addition to his ability to attract talented professionals to his film, Silberling had an eye for interesting non-pros, namely Alexandra Berardi, the woman who gives a live mop demonstration to a group of customers at Target and who coaches Freeman in the subtleties of in-store demonstrations. "Her credit reads 'Mop Lady'," says Silberling. "I was location scouting, which on a film this size meant just me and my car and my camera. And I saw Alexandra doing a mop demonstration. I thought she was the best thing ever. I bought a mop from her and asked her if she wanted to be in the movie, and she thought I was out of my mind."

For Silberling, this kind of non-traditional casting was integral to his vision of the film: "It was so much about watching Freeman's character come back to life by virtue of being back in real life. These were people we pulled in off the street. All of the car wash guys were the real car wash workers -the woman in the gift shop, all of them. We couldn't afford to close down these businesses, so we just had life going on around us." Adds producer Julie Lynn, "When you're making a film of this size it's important to work as organically as possible with your environment, so you don't disrupt it. The market stayed open while we shot. It was a novelty for that store and the people were more amused than annoyed, but the workers had the best time of all."

These settings - the market, the car wash, and Target , all locations in Carson, California - are important elements in the film. "The city of Carson is an ethnic melting pot," observes Silberling. "There's an Asian community, a Hispanic community, and so much more. I grew up in Los Angeles and had never been to Carson, so naturally, like any self-respecting writer, I wanted to write about a place I knew absolutely nothing about." Most people will find Carson to be unfamiliar territory. Its urban landscape is so different from the Los Angeles portrayed in other films that it immediately commands attention.

As part of Silberling's desire to make the film in a lean and immediate way, he limited himself to fifteen days of shooting in February and March of 2006, meaning that the cast and crew had to move quickly and stay on their toes in order to get everything finished on time. "When you're making a film on this kind of limited schedule, you have to ask your crew and cast to be generous with their time and artistry, and you have to be confident about your script," explains Lynn, who was approached by Silberling to work on the film because of her experience shooting with tight deadlines and even tighter budgets.

"It was a very scaled-down production," says Silberling. "I wanted to re-create the feeling of shooting super-8 films on Ventura Boulevard when I was a teenager. Our crew meetings began with us sitting around my kitchen table. Everyone associated with the production was thrilled at how simple it was. Each of them was coming off something huge and I think they found the intimacy really refreshing."

One result of the simplified shooting style for 10 ITEMS OR LESS was that Silberling limited himself and his actors to a small number of takes. "The average was three, the highest was five or seven, and that was probably only if there were technical issues," says Silberling. "The result is that the scenes are fresh" says Freeman. "It's more immediate." Paz Vega agrees: "You keep the tension and the energy. It's very dynamic. Sometimes it's good to not have much time to think, only feel and act." Indeed, the schedule was so breakneck that Freeman and Vega met each other for the first time the night before shooting began.

When selecting his crew, Silberling surrounded himself with familiar faces. He chose to work for the second time (after "Moonlight Mile") with the Athens-born director of photography Phedon Papamichael, also renowned for his work on the films "Walk the Line" and "Sideways." Papamichael thrived on the production's run-and-gun shooting style, according to Silberling: "I find that like many Europeans, he's always teasing us about the excess of Hollywood." Silberling himself found other ways to make the production's limitations become bonuses: "I didn't even want video playback. There's a certain languor that sets in on film sets with all that stuff. I ended up operating camera a tremendous amount in the movie and it was like executing a dance with the actors."

For editor, Silberling enlisted Michael Kahn, who had edited Silberling's "Casper" and "Lemony Snicket," as well as almost all of Steven Spielberg's films. Kahn's expertise made for a very speedy and collaborative edit. "Mike was done editing the day after I wrapped," says Silberling. "When I got in the room, the picture was cut in two weeks…it took longer to schedule and wait for the preview screening."

10 ITEMS OR LESS will be released in the United States by THINKFilm. Following its theatrical release, it will be the first film to be distributed online by ClickStar (www.clickstarinc.com), a new company founded jointly by the Intel Corporation and Revelations Entertainment, a pioneering step in the development of online movie distribution. ClickStar aims to become the online destination for premium content, offering filmmakers an affordable and flexible means of connecting directly with their at-home fans. ClickStar will provide first-run, pre-DVD-release films as well as artist-created entertainment channels as part of its online services. "The wave of the future, as we see it, is digital downloads," says Freeman. "It's just going to happen, it's already happening; the handwriting is on the wall. The question is, how do filmmakers get into this? We want to make it easier for viewers to buy films than to pirate them."

Downloading films from the Internet means that a wider audience will be able to access a greater variety of work, according to Silberling. "Morgan told me that he could not see "Million Dollar Baby" near his home in rural Mississippi because there was no theater that was playing it. The more intimate character-driven movies aren't getting made as much anymore, so me and my director friends are hoping that this is the new way to make things and to let filmmakers be more entrepreneurial…I don't think it has to be the case that cable television is the only place to get great stories and screenplays."

"Our hope is that the nature of this film and the intimacy of the story will lend itself to a new two-track style of releasing a movie. The film will have its release theatrically," says Silberling, "And shortly after that release, in a matter of weeks, it will debut online on ClickStar." Silberling is excited about this new method of distribution and the films it may inspire. In the past, the newest modes of filmmaking, such as Italian Neo-realism or the French New Wave, were characterized by leaving the confines of the studios and putting cameras and actors in the hubbub of real life. In the new world of easy-to-use digital technology and downloads, 10 ITEMS OR LESS follows this model.

But the film doesn't take itself seriously as a pioneering piece of art. If 10 ITEMS OR LESS resembles any genre, it is most like a musical comedy. The film even has several "numbers" - staged in the market and at a car wash - that are set to music. For everyone involved, it was primarily a lot of fun.

"I'm hoping that what an audience is going to take away from this film is a tactile feeling, like they just spent time with people they've come to know incredibly well and whose presence they found warm and satisfying," says Silberling. "The first time we showed the film to an audience, someone said, 'Now I know what it's like to spend time with Morgan Freeman.' Watching people who are complete strangers create intimacy, trusting that we could hang a whole film on that without needing to protect ourselves; that is the film," he explains. "I would love for people to have a lightness of spirit when they've finished seeing the movie," says producer Julie Lynn, "to think about life's possibilities." Freeman agrees: "This is a fun picture. It's a joyful experience, you want people to walk away humming to themselves."

© 2006 ThinkFilm

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