United Artists Pictures, Inc. presents RAIN MAN, starring Dustin Hoffman and Tom Cruise, a Guber-Peters Company Production of a Barry Levinson Film. Executive produced by Peter Guber and Jon Peters from a screenplay by Ronald Bass and Barry Morrow and a story by Barry Morrow, RAIN MAN was produced by Mark Johnson and directed by Barry Levinson.

United Artists offered director Barry Levinson and producer Mark Johnson RAIN MAN, with leading actors Dustin Hoffman and Tom Cruise already in place, while the filmmakers' latest movie, "Good Morning, Vietnam" was still riding high on the box office charts.

"Barry and I thought the RAIN MAN script dealt with a fascinating subject," says Johnson, "and the opportunity to work with Dustin Hoffman and Tom Cruise was very enticing, but we had only nine weeks to put it together."

All the pre-production work, including revisions, casting and locations had to be done in record time, but the decision to take on the challenge came quickly. Johnson explains, "Barry wanted to do the movie so badly, I just had to scramble and make it work for him."

From the beginning, Levinson placed his major focus on Raymond and Charlie. "I didn't feel the movie needed outside conflicts. These two characters are fascinating enough without infusing extraneous elements to pump up the story," he revealed.

"They haven't seen each other in many years and suddenly they're stuck on the road together. Raymond has been sheltered in an institution almost all his life and now he's out in the real world. Charlie, who has never cared for anyone, has to do everything for his brother. Autism is very difficult to cope with on a day to day basis under the best of circumstances.

"So RAIN MAN has great conflict, ultimate humor and sadness, all of the elements I think make for a good film. That's what I went after," Levinson concluded.

For this reason, the director decided to cast talented, but lesser known, actors in the remaining roles so that the people Raymond and Charlie meet along the way are unknown to the audience, which heightens the reality of the journey.

One of the most important "characters" in the film is the '49 Buick Roadmaster convertible, which is the catalyst for the Babbitt brothers' reunion. Johnson elaborates, "The car is one of the few links between the brothers since they both remember how much their father treasured it."

Levinson chose this model because "There's just something very classic about it, and not many American cars of this era qualify as a classic."

Since only 8,000 of these cars were originally produced, the transportation department did not have an easy task in locating three which were up to the rigors of filmmaking. One was rented and two others purchased and restored.

Since the script called for an eastern city and the filmmakers wanted one which had not been overexposed on film, Levinson suggested Cincinnati, a town he remembered fondly from a former publicity junket. Production designer Ida Random concurred that this city would work perfectly.

For the first 4 weeks the production was based in Cincinnati, while also utilizing locations in neighboring Kentucky and Indiana.

St. Anne's Convent in Melbourne, Kentucky was transformed into Wallbrook, the facility for the developmentally disabled where Raymond resides. Designed by noted architect Howard McClorey this brick and marble structure was built in 1919 as a convent. Currently, it hosts a Montessori School although 150 nuns still live there.

Newport, Kentucky's Pompilios Restaurant, one of the first recipients of a liquor license issued post-Prohibition, was the setting for the scene in which Charlie discovers one of Raymond's phenomenal abilities. Built in 1933, it features a hand-carved cherry wood bar and beveled glass windows and mirrors.

The Greater Cincinnati Airport, scene of one of Raymond's panic attacks, houses fourteen grand murals made of mosaic tiles, painted by Winold Reiss in the early 1930's.

Other locations included a Tudor-style mansion, which serves as Charlie's childhood home; Evergreen Cemetery, established in 1850; downtown Cincinnati's Dixie Terminal and historic Roebling Suspension Bridge, which straddles the Ohio River.

For two weeks the company headquartered in Oklahoma City, shooting locations in Cogar, Hinton, Guthrie and El Reno.

Then Caesar's Palace in Las Vegas hosted cast and crew for three weeks while shooting took place in the gambling casino and other locations in southern Nevada.

Moving on to Los Angeles, the production team shot on several locations, including a vintage World War II quonset hut, which served as Charlie's business operation, Hollywood's recently restored Wattles Mansion, San Pedro's Terminal Island shipping docks and several locations as far away as Palm Springs and Santa Ana.

Levinson and Johnson have developed a reputation for assembling exceptionally talented crews who work together with the harmony and caring of a family. The RAIN MAN crew was no exception.

Joining the team as director of photography was John Seale. The Australian-born cinematographer was Oscar-nominated for his dazzling work on Peter Weir's "Witness." His other credits include "The Mosquito Coast," "Children of a Lesser God," "The Hitcher," "Stakeout" and "Gorillas in the Mist." Seale won Australia's Academy Award as Best Cinematographer for "Careful, He Might Hear You."

Film editor Stu Linder has cut all of Barry Levinson's feature films ("Diner," "The Natural," "Young Sherlock Holmes," "Tin Men" and "Good Morning, Vietnam") as well as the television pilot of "Diner." He has also edited "My Bodyguard" and "Six Weeks" for Tony Bill, as well as "The Fortune" for Mike Nichols.

With a team of four editors, Linder shared the Academy Award on John Frankenheimer's "Grand Prix," and worked as Sam O'Steen's assistant on "Catch-22," "Carnal Knowledge" and "The Day of the Dolphin.'

Production designer Ida Random adds RAIN MAN to her list of credits which includes "The Big Chill" and "Silverado," both for director Lawrence Kasdan, "Throw Momma From the Train," "Who's That Girl," "About Last Night ....," "Body Double" and "Irreconcilable Differences."

Costume designer Bernie Pollack has worked previously with Dustin Hoffman on "Straight Time," "All the President's Men," "Marathon Man" and "Tootsie." With Robert Redford, Pollack has done such films as "The Milagro Beanfield War," "Ordinary People," "The Electric Horseman," "The Candidate," "Legal Eagles," "The Natural" (also with RAIN MAN director Barry Levinson), "Brubaker," "The Way We Were" and "The Sting." Pollack's other credits include "Bright Lights, Big City," "Twice in a Lifetime" and "Absence of Malice."

Other key members of the RAIN MAN production team were co-producer/unit production manager Gerald R. Molen, associate producer Gail Mutrux, associate producer/first assistant director David McGiffert, script supervisor Marshall Schlom, art director William A. Elliott, set decorator Linda DeScenna, location manager Robin Citrin, sound mixer Richard Goodman, lighting technician Norm Harris, key grip Robin Knight, property master Edward A. Aiona, special effects supervisor Don Myers, costumers James Tyson and Sue Moore, key make-up artist Rick Sharp, hair stylist Joy Zapata, production coordinator Lata Ryan, transportation coordinator Bill Gray, transportation captain Steve Molen and casting director Louis DiGiaimo.

A United Artists Pictures, Inc. presentation, RAIN MAN will be distributed in the U.S. and Canada by MGM/UA Distribution Co. and throughout the rest of the world by MGM/UA Communications Co. through United International Pictures.