SLEEPERS
PRODUCTION NOTES

Warner Bros. Presents, In Association With PolyGram Filmed Entertainment, A Propaganda Films/Baltimore Pictures Production of A Barry Levinson Film: Kevin Bacon, Robert De Niro, Dustin Hoffman, Bruno Kirby, Jason Patric and Brad Pitt in "Sleepers," staring Brad Renfro and Minnie Driver. Based upon the book by Lorenzo Carcaterra. The songs supervisor is Allan Mason, the editor is Stu Linder; the production designer is Kristi Zea; and the director of photography is Michael Ballhaus, A.S.C. The music is by John Williams. The executive producer is Peter Giuliano and the film is produced by Barry Levinson and Steve Golin. The screenplay is by Barry Levinson; the film is directed by Barry Levinson. It is distributed by Warner Bros., A Time Warner Entertainment Company.

"This is a true story about friendship that runs deeper than blood. This is my story and that of the only three friends in my life who truly mattered. Two of them were killers who never made it past the age of thirty. The other is a non-practicing attorney living with the pain of the past, too afraid to let it go, never confronting its horror. I'm the only one who can speak for them and the children we were." -- opening narrative of Sleepers

To four boys growing up on the streets in the mid 1960s, Hell's Kitchen was a place of innocence ruled by corruption. The infamous New York City neighborhood that stretched north from 34th to 56th Street and pushed west from 8th Avenue to the Hudson River was guided by both priests and gangsters. The children who grew up there shared joyful times, but subscribed to a sacred social code: crimes against the neighborhood were not permitted. And when they did occur, punishment was severe.

"Sleepers," written and directed by BARRY LEVINSON and based on the best-selling book by Lorenzo Carcaterra, is a provocative story about events that abruptly end the childhood of four boys and push them into a world of violence and abuse. A decade and a half later, nothing can erase their painful memories, but the lessons of Hell's Kitchen allow them to even the score of the terrible hand that Fate had dealt them. In their shocking retaliation, they are daringly aided by a neighborhood priest and an aging, shadowy Mob Figure, both of whom have known the quartet since their childhoods.

This compelling drama about friendship, loyalty and revenge features a distinguished ensemble of actors, including KEVIN BACON, ROBERT DE NIRO, DUSTIN HOFFMAN, BRUNO KIRBY, JASON PATRIC, BRAD PITT, BRAD RENFRO and MINNIE DRIVER. BILLY CRUDUP, RON ELDARD, VITTORIO GASSMAN and TERRY KINNEY play major supporting roles.

STEVE GOLIN produced the film with Levinson, and PETER GIULIANO is the executive producer. MICHAEL BALLHAUS is director of photography; KRISTI ZEA is the film's production designer; STU LINDER is the editor; and JOHN WILLIAMS composed the musical score. A Propaganda Films/Baltimore Pictures production, "Sleepers" is released domestically by Warner Bros. and internationally by Polygram Filmed Entertainment.

ABOUT THE STORY

Church of the Holy Angels and its grammar school were the center of Hell's Kitchen in the 1960 -- a place of refuge for many neighborhood kids from troubled homes. Father Bobby (ROBERT DE NIRO) had his favorites -- among them were Lorenzo (JOE PERRINO), also known as Shakes, for his love of books; and his pals, Michael (BRAD RENFRO), John (GEOFF WIGDOR) and Tommy (JONATHAN TUCKER).

Friends, jokesters and altar boys, they roamed the streets of Hell's Kitchen with little interference or involvement from their families. They spent their time trading insults with Fat Mancho (FRANK MEDRANO), who ran the neighborhood store; spying reverentially on King Benny (VITTORIO GASSMAN), an elegant, distinguished older man who was rumored to be a powerful Mob boss; and shooting hoops with Father Bobby after Mass.

Because their blue-collar, hardworking parents were more often fighting than not, the four boys formed a kind of family of their own, confiding in, planning with, and sometimes comforting one another when it was needed. Although their activities were more physical than mental, under Shakes' influence they all became caught up in enthusiasm over one particular book: The Count of Monte Cristo. Its theme of long-simmering injustice and decisive revenge melded smoothly with the ethos of Hell's Kitchen, adding just enough drama to fix it in each boy's imagination.

Then, one summer day, an event occurred in the four boys' lives that changed their fates forever. Hot, bored and restless, the quartet dreamed up a street prank, more for diversion than any other reason. But their reckless swiping of a hot-dog vendor's cart went dangerously awry and before they were caught, their scheme almost killed a man.

Charged with a list of juvenile crimes including assault and reckless endangerment, they were sentenced to between nine and 18 months at a reform school in upstate New York. In neighborhood slang, the length of their terms -- more than nine months -- earned them the title of "sleepers."

Despite the crime and corruption that filtered through Hell's Kitchen, nothing prepared them for the physical and emotional inferno that awaited them at the Wilkinson Home for Boys. Tortured, abused and raped under the leadership of a sadistic guard named Sean Nokes (KEVIN BACON), the four young boys were irreparably damaged --- betrayed by a system that offered them no protection and allowed the guards to go unpunished.

Fifteen years after reform school, Lorenzo (JASON PATRIC) had left the neighborhood to become a reporter at the New York Daily News. Michael (BRAD PITT) had earned a law degree and was an Assistant District Attorney.

But Tommy (BILLY CRUDUP) and John (RON ELDARD), forever scarred by their harsh lessons in reform school, had turned into hardened Hell's Kitchen hit men and drug addicts.

One fateful night, the pair entered a local restaurant. While they sat at the bar, they noticed a man eating in a corner booth -- a man whose face they could never forget. It was Nokes. Like the Count of Monte Cristo, the long-awaited moment of revenge had arrived for Tommy and John.

Shortly after the pair gunned down Nokes in full view of the other diners in the establishment, they were taken into police custody and Michael learned of the crime. For the first time in years, he contacted Lorenzo. And when the two men met, Michael proposed a daring plan that, by the code of Hell's Kitchen, would once and for all deliver the justice that the four boys so desperately sought more than a decade earlier, and were denied.

To execute this plan means to endanger everything that Michael and Lorenzo have accomplished. It means to relive the most painful and secret experiences of their lives. And, perhaps most significantly, it requires the pivotal support of Father Bobby, who still says Mass at the Church of the Holy Angels, and who, for reasons of his own, has unceasingly repented what happened to those boys so long ago.

Before Tommy's and John's trial is over, the past and the future are brought together, as King Benny, Father Bobby, and Carol (MINNIE DRIVER), a neighborhood girl who has grown up to become John's lover and the keeper of all of their pain, each become involved in Michael and Lorenzo's plan. And Danny Snyder (DUSTIN HOFFMAN), the inept, substance-addicted lawyer hired by King Benny to defend the two killers, draws from himself a moment of redemption that stuns everyone involved.

Nothing can change the past. But the code of the past -- and those who were expected to uphold it -- can reach through the years to bring justice and closure to the present.

ABOUT THE PRODUCTION

"Sleepers" is an American tragedy," says Academy Award-winning writer-director Barry Levinson about the story he adapted. "Often events occur early in our lives that affect everything that comes after. A small event can alter your destiny forever."

"These boys came from Hell's Kitchen, a neighborhood that basically dealt with its own problems internally," explains Levinson. "So years later, when confronted with someone who represented the suffering of their reform-school past, they took retribution into their own hands. On the surface, it's easy to question the morality of their actions. But, given those circumstances, who's to say what any of us might do?"

"There are no easy answers," agrees Jason Patric, who portrays Lorenzo in the film. "But the fact is that they grew up in a closed community, at a time where the code of street justice outweighed the justice of the courts."

Says Billy Crudup, who plays the adult Tommy, "'Sleepers' is a deeply disturbing story in many ways. You see Tommy and John shoot down Nokes in cold blood -- you are witness to the most base and brutal part of them -- and yet you can't help but hope they get off. It's also heartbreaking that these four boys can't help but be alike; they've grown up with each other, and yet they don't know each other as adults. All they have to go on is their boyhood alliance."

"Sleepers" also focuses on the judicial system and how it will function when it is manipulated. The four boys, after reaching manhood, are able to exact pitiless revenge on the guards who tried to destroy them. "All those years later, their hatred of the guards had not gone away," says Levinson. "Their revenge was street justice, even though it used the judicial system."

Ron Eldard, who plays the adult John, faced the task of preserving audience empathy for a killer. "The question was, how do you get compassion?" he says. "How do you have any empathy for the man you see in front of you? Not just through constantly remembering him as a child, but as the man with the deed he has done -- how do you get inside him and show even a tiny, tiny shaft of light that shows he's still just a boy? Someone trapped, and paying the price for someone else's sin?"

Levinson confronts this disturbing clash between justice and morality while also exploring thematic territory found in many of his previous projects -- the bonds of friendship.

In "Diner," childhood friends grew to manhood, but struggled to maintain the ties of their playful adolescence; in "Good Morning Vietnam," an American disc jockey befriended a young Vietnamese boy while lifting the spirits of soldiers who were wrestling with the realities of war. "Rain Man" probed the friendship between an idiot-savant and his worldly younger brother as they traveled cross-country. "Bugsy" revealed the relationships between mobsters who were fueled by loyalty and greed.

"But when Terry started doing his part, he got really caught up in the emotion of the moment giving an amazing performance and weeping spontaneously. Dustin moved off camera and signalled to Barry that, rather than interrupt the emotional flow of the moment, if the cameras kept rolling, Dustin would just continue on. It was a very generous moment, in which we all really appreciated the professional and artistic contribution that both Dustin and Terry were making."

The strength of the material and Barry Levinson's affiliation with "Sleepers" drew Brad Pitt, Jason Patric, Billy Crudup and Ron Eldard to their roles as the adult survivors of the reform- school ordeal, but casting the four young boys who grow up in the streets of Hell's Kitchen was a more difficult task. In addition to needing a group of young teenagers who had strong dramatic skills and could effectively portray serious subject matter, the actors needed to resemble their "adult selves" and to match their speech patterns to the actors cast in those roles.

Casting director LOU DiGIAMO and his team literally papered the boroughs of New York with notices of an open casting call. Fourteen-year-old Joe Perrino was standing outside Mario's, an Italian restaurant in the Bronx, when he was given a flyer; though he had never done any acting he decided to give it a try. Several months later, after competing with thousands of other boys, he won the role of young Lorenzo.

"I've never seen a kid like him," says Levinson. "He's got an astounding ability to be completely natural. In his first day on the set, he worked with Robert De Niro, and it didn't even faze him. He knew so little about the business that between takes, he was asking De Niro questions about something he read in a fan magazine."

Peter Giuliano says, "What was almost uncanny was that not only did the younger actors resemble their older counterparts in looks and screen behavior, but there were real off-screen similarities between them as well. For example, Geoff Wigdor, who plays young John, is a very physical kid, very involved in sports. As an adult he's played by Ron Eldard, who was a former Golden Gloves boxer. There was a real connection between the two of them in the way theymoved, reacted, their energy level -- you could definitely believe that one could grow up to bethe other.

"The same went for Jonathan Tucker, who is played in adulthood by Billy Crudup. Both of them were more introspective and quiet. Jonathan is a well-educated, talented boy who got along well with Billy and everyone else. And Brad Renfro and Brad Pitt are both outgoing guys who struck up a friendship quickly. I think this movie changed Brad Renfro a little bit, because it was his first time working with a large group of major talents, and he was also kind of new to New York. He's a good young actor and I think this movie gave him a new perspective that he may be able to use in the future, too."

Continues Giuliano, "Before we started production, the younger guys and their adult counterparts spent some time together, developing similar speech patterns and accents, getting to know each other, and getting the feel of New York and the story. I think the results of that preparation are visible in the finished movie."

Although the cast is dominated by male stars, British actress Minnie Driver ("Circle of Friends") earned the only leading female role. Shedding her accent, she plays Carol Martinez, a girl from the neighborhood who shares the boys' history and supports them during the trial.

"She's attractive, she has a wonderful sense of humor, and there's something about her that makes you believe that she could be comfortable in a group of guys," observes Levinson.

Vittorio Gassman, an internationally acclaimed talent who is now in his 70s, flew from Italy to New York to work on "Sleepers" for less than three weeks. Stated Steve Golin, "Vittorio is not a young man, and his health is compromised, but he gave an amazing performance as King Benny. He brought tremendous intensity and quality to what could have been a small role; now, when you see him on the screen, you know it's not a small role at all."

Kevin Bacon, who recently received critical acclaim and a Screen Actor's Guild Best Actor nomination for his portrayal of a horribly abused prisoner in "Murder in the First" now experienced the other side of the drama when he we cast as the reform school guard, Nokes, in "Sleepers."

Stated Bacon, "I don't believe that in life there exists anyone who's truly and purely evil, but this guy comes pretty close. Of course, someone who acts in these horrendous ways has a rough kind of history -- and I think he's also sort of insane. But I didn't really look at him and say 'I've got to find the sympathetic side of him.' I sort of felt in his case, he just had to be despicable."

THE REFORM SCHOOL

The school that Carcaterra renamed Wilkinson Home for Boys was one of 12 reform schools that received children from New York City. From the outside, its well-tended lawns on seven acres resembled a secluded private school, but the youthful offenders on the inside knew otherwise.

"During the course of pre-production, we learned that the Wilkinson School horror that Lorenzo described was not an isolated case," recalls Levinson. "Our research identified dozens of cases that documented serious abuse in juvenile detention centers throughout the country."

Among the cases that the filmmakers unearthed were the following:

Philadelphia newspapers in the late 1960s and early 1970s uncovered more than 200 cases of sexual assault of minors incarcerated in adult prisons. Juveniles were also raped in the back of the sheriffs van en route to juvenile courts for adjudication.

The practice of incarcerating juveniles in adult prisons for one day -- hoping to scare the delinquent -- found favor in Arkansas during the same time period. Numerous cases of abuse eventually surfaced there, including the death of 15-year-old Willie Stewart, who, in the course of one day at Cummins Prison, was chased by a car and shot at, forced to perform pushups for 31 minutes, and dunked repeatedly in a pool of water. After he collapsed, he was ignored by two guards, who thought he was faking illness. Stewart died on the way to the hospital; the cause of death reported to his mother was food poisoning.

During the early 1970s, an uncontested suit was filed against the Montgomery County Family Court in Alabama, charging sexual molestation of children by staff beatings and torture, and the farming out of children to provide cheap labor for local private farms.

Again, during 1971 and 1972, the John Howard Association, a noted prison reform organization, published a study of the Audy Home in Chicago which documented instances of beatings, sexual molestation, rape of the boys by guards, and cruel and severe punishments including boys forced to drink toilet water and suffering over-exposure to the cold.In 1973 the Morales v. Turman decision ruled against the widespread practice of beatings, weeks of solitary confinement and tear-gassing of youths in seven state facilities under the jurisdiction of the Texas Youth Council. Treatment of these youths was deemed to be a violation of the 8th Amendment.

In 1976, Pena v. New York State Division for Youth ruled that boys placed in the Goshen Annex, an institution in the New York State training school system, were suffering violations of their 8th and 14th Amendment rights. They were enduring punitive isolation for mild infractions, as well as hand and foot restraints and the administration of tranquilizers without the boys' permission.

In 1977, Morgan v. Sproat, a class-action suit brought on behalf of students at Oakley Training School (OTS), a state institution for delinquent boys in Mississippi, stated that the conditions and punishments at OTS constituted cruel and unusual punishment, and that students were being denied due process under the.law.

"This movie is not an indictment of the prison system," says Levinson, "but it does question the unchecked power that is given to people who may abuse it, whether it's in juvenile detention centers, mental hospitals or old age homes."

ON LOCATION

Principal photography began in August of 1995 after extensive planning in pre- production. Production designer Kristi Zea and a team of researchers began amassing photos and materials that illustrated the heyday of Hell's Kitchen. But after weeks of location scouting, the decision was made to re-create the 1960s neighborhood across the East River in Greenpoint, Brooklyn.

The move was necessary because, although much of the original architecture of Hell's Kitchen has been preserved, a wave of 1980s and '90s gentrification had resulted in substantial visual changes. Even the area's name was changed, with residents now referring to their neighborhood as Clinton. Additionally, the long blocks of Ninth and Tenth Avenues are major Manhattan thoroughfares, making traffic control impossible.

Zea and her staff spent months turning Greenpoint's calendar back to the 1960s. Shop windows were created where none had existed and stocked with old merchandise; streets were changed and old signs installed. In some cases, entire false facades of two and three stories were applied to buildings.

"It was really important for Barry Levinson to get a sense of the neighborhood in shooting the film," explains Zea. "He wanted to understand the relationship between buildings and between areas. There are certain areas in a neighborhood that are very pivotal spots. The church, for example -- the barber shop, the pizzeria, the candy store -- these were places where people in a two- or-three-block radius would go daily to hear about what was going on. You would go into the local candy store and you wouldn't just buy candy. You would get the philosophical wanderings of the guy who ran it -- Fat Mancho, in this story. These were the places where life was acted out in a variety of ways, and that is why we have them in our story."

Many well-known photographers made their mark in the 1940s, '50s and '60s with their coverage of New York street scenes. Their work proved invaluable to Zea and her staff. "The work of photographers like Helen Levitt, Andreas Feininger and Weegee was very influential in the look of this film," she says," and also Bruce Weber, who did a very, very powerful book in the '60s on East Harlem. Now, East Harlem is not Hell's Kitchen, but some of the things that we saw in those photographs we incorporated into the film, particularly the interiors. And Helen Levitt's photos show how wonderful the world of a city kid can be. Her work shows that youth and happiness and innocence can happen in any situation, no matter how rough or how dirty it may seem to an outsider."

Zea also relied on close collaboration with director of photography Michael Ballhaus to evoke a sense of period. "The look of a period film doesn't just involve the things you see in frontof the camera," she explains. "You have to work very closely with the cinematographer. MichaelBallhaus and I have worked on three films together, and he's utterly amazing. His eye and sense ofcomposition and use of different film stocks, and how he controls the lighting, is all about evokinga period of time. Between the two of us, communication is like a form of shorthand."

For the central reformatory sequence, locations were scouted in all five of New York City'sboroughs plus the suburbs of New York, New Jersey and Connecticut. Zea and Barry Levinsonfinally chose the Fairfield Hills Hospital, a facility located in Newtown, Connecticut,approximately two hours from New York City.

A mental institution dating back to the 1930s, it had exactly what Zea was looking for: adeceptively placid exterior that disguised the horrors within. Spread out over acres of rolling lawns, the hospital has all the calm institutional beauty of a college campus. It misleads the boys intobelieving their stay in juvenile prison will not be as awful as they have feared.

The church which represents a haven through so much of "Sleepers" is Holy Trinity Church, located in Brooklyn. Says Peter Giuliano, "We thought this church represented the traditional values that were central to Catholicism in Hell's Kitchen in the 1960s. Also, it was a well-maintained building that was appropriate to the period.

"The Brooklyn Archdiocese was very helpful to us in obtaining locations and portraying Catholicism," continues Giuliano. "In fact, in the opening montage of the movie, the priests that we see are actual priests from the Brooklyn neighborhood where we filmed. They were extremely gracious."

The courthouse where the trial is set is also an actual location, this time in Yonkers. The County Courthouse there, appropriately somber in color and decor, was dormant for two weeks that matched the scheduling needs of the production neatly.

"One of the most wonderful things about making this movie in Brooklyn was being in the city itself," recalls Barry Levinson. "I loved the flavor of the community in Greenpoint, and I think in some ways, it was an even more pleasant place while we were shooting there. We had a lot ofequipment, so we hired our own security people and improved the lighting in the area. Many seniorcitizens who had lived in Greenpoint all their lives thanked us for being in their neighborhoodbecause they could once again take walks in the evening and feel safe. What's more, since we hadcreated a period environment there, it reminded many residents of the neighborhoods they hadgrown up in. They really enjoyed traveling back in time with us."

REFLECTING ON THE PAST

"Sleepers" depicts four boys who lost their innocence at a time -- the mid-1960s--when America was losing its own innocence. Says Barry Levinson, "We all start out as children, as innocents. You see children, they're struggling to learn. They evolve. And you say, 'What causesus to be who we are? Family, community, nation?' Some people excel and others are haunted by events for the rest of their lives."