ANALYZE THIS
PRODUCTION NOTES

Warner Bros. Presents, In Association With Village Roadshow Pictures and NPV Entertainment, A Baltimore/Spring Creek Pictures/Face/Tribeca Production Of A Harold Ramis Film: Robert De Niro, Billy Crystal and Lisa Kudrow in "Analyze This," starring Joe Viterelli and Chazz Palminteri. The music is by Howard Shore; the co-producer is Len Amato; and the film is edited by Christopher Tellefsen. The production is designed by Wynn Thomas and the director of photography is Stuart Dryburgh. The executive producers are Billy Crystal, Chris Brigham and Bruce Berman. The story is Kenneth Lonergan and Peter Tolan, and the screenplay is by Peter Tolan and Harold Ramis and Kenneth Lonergan. The film is produced by Paula Weinstein and Jane Rosenthal. It is directed by Harold Ramis and distributed by Warner Bros., A Time Warner Entertainment Company.

"Analyze This" first saw the light of day as a spec script by playwright Kenneth Lonergan. Lomergan showed the script to Len Amato, an executive at Spring Creek Productions, who immediately recognized its appeal and submitted it to Spring Creek founders Paula Weinstein and her late husband, Mark Rosenberg. They were tremendously enthusiastic about the story and thought the role of the psychiatrist would be perfect for Billy Crystal.

When they showed him the script, Crystal also became excited. "I thought it was a great idea and said I would be interested in playing Ben Sobol," he says. "Ben is an underachiever, bored with his professional life, when all of a sudden the most powerful mobster in New York bursts in on him and he has to rise to the occasion. It's the greatest challenge imaginable for this man, and he's excited by it -- but he's also scared to death. He has to unravel the mystery of Vitti's past and make him healthy in a matter of weeks so that the man is able to confront his rivals with confidence and authority at an important Mafia meeting. Everything rides on this for Vitti and, as it happens, the meeting becomes a matter of life and death for Ben as well."

Crystal continues, "We hired a very talented screenwriter, Peter Tolan, to do another draft and he came up with a wonderfully funny script. In my mind, as I read it, the only person I could see for the role of Paul Vitti, the Mob boss, was Bob De Niro."

Thus, the script went to Tribeca Productions so that Robert De Niro and his partner Jane Rosenthal could take a look at it. They reacted favorably and a reading was arranged in which Crystal and De Niro participated. "The reading went very, very well," says Weinstein. "We all felt that the story worked beautifully and that it would make a terrific film."

For his part, De Niro was willing to commit, although he had one reservation. According to producer Jane Rosenthal, co-founder with De Niro of Tribeca Productions, "Bob was concerned about whether or not he would be parodying himself in this material. After all, he could wind up mocking the closest thing Robert De Niro has to a franchise character."

Nevertheless, De Niro decided to take the chance because he was so intrigued by the concept. "I was also thinking that the time had come for me to poke a little fun at myself," he says.

This didn't mean, however, that "Analyze This" would be played as a parody by the two-time Oscar winner. According to Rosenthal, De Niro had strict guidelines for what kind of film he wanted to become involved in. "He was not about to do a sitcom version of the Mafia movies that he made in the past. He approached the project with the same integrity with which he approaches everything and insisted that the film accurately and authentically reflect the world of the character he was going to portray."

Crystal was in complete accord with this philosophy. "With Bob on board, the project became the biggest challenge of my career," Crystal says. "He's our greatest actor; working with him would be a tremendous honor for me. I saw the film as a real departure and it became very exciting."

While the project's star talent fulfilled other acting obligations, the filmmakers took time to secure the perfect director. Deciding on a director was the easy part; Harold Ramis was everyone's first choice. The problem was that Ramis had just moved with his family from Los Angeles to Chicago to set up a new home and was reluctant to pack up and move to New York for six months to shoot a movie.

"When I first heard about the film I liked the idea but thought of it in fairy-tale terms, something out of Damon Runyon," Ramis says. "Furthermore, I had just moved back to Chicago, my home town, and was busy setting up a household. I wasn't in the frame of mind to start a new film project.

"But when my agent called me a few months later and asked me how I would feel about the project if Billy Crystal and Robert De Niro were involved, it definitely became something I wanted to do."

Ramis believed that casting the story with major stars layered the material with an extra dimension, transforming it into something unique. He became totally engrossed, thrilled by the prospect of directing the film and, making notes for doing a rewrite, spent a good deal of time thinking about how he would shoot it.

"I would never do a movie that trivializes violence," Ramis says. "I thought this movie could be done only if everything was played for real, if things had real impact, if you didn't allow the audience to weasel out of any responsibility by saying, 'it's fun, a romp.' So my first step was to sit down with Billy and Bob and discuss the approach.

"I wrote down the four issues that the film would touch on as the root cause of Vitti's problems: fear, grief, rage and guilt, and Bob, Billy and I talked them over. We agreed that these were the issues that any psychotherapist would expect to discover about someone in Vitti's position.

"I also told them that the thing I wanted to say in this film was that, in order to break the cycle of violence, you have to deal with these issues in young men. Generally, gangs are formed because unexpressed feelings of guilt and rage fester, and I wanted to show a young audience that as our character, Paul Vitti, learns to deal with his repressed and sometimes frightening feelings, he's able to break the cycle of violence. It's possible. Yes, the film is a comedy and we were never going to lose sight of that. But a comedy can still say something meaningful.

"And this turned out to be Bob and Billy's take on the material, too. It was clear we all felt the same way. We trusted each other. It was a good way to begin."

Ramis continued to work on the script while the process of casting and assembling a technical crew went forward. Stuart Dryburgh, Academy Award nominated for his work on Jane Campion's "The Piano," became the director of photography, and Wynn Thomas, who has created the sets for seven Spike Lee films, was signed as production designer. Aude Branson-Howard ("Donnie Brasco," "Meet Joe Black") is costume designer and Chris Tellefsen ("The People Vs. Larry Flynt," and "Barcelona") is editor.

CASTING

The filmmakers of "Analyze This" assembled an extraordinary ensemble of actors to bring their story to the screen, beginning with Lisa Kudrow as Ben's newscaster fianc»e, Laura.

Kudrow was delighted to play Laura, a fastidious, determined woman who's far from happy when she finds her wedding plans in a state of disarray because her serious, sober-sided husband-to-be is unexpectedly involved with a Mafia don.

The other roles for the characters from Ben's world were filled by Kyle Sahiby ("Ed TV") as Michael, Ben's mouthy teenage son, and Bill Macy (TV's "Maude") and Rebecca Schull ("The Odd Couple II) as Ben's self-absorbed parents. Molly Shannon, of NBC's "Saturday Night Live," was cast as of one his more intractably neurotic patients, and Jimmie Ray Weeks was signed as an FBI agent who mistakes Ben for a gangster.

The roles of Vitti's "people" were filled in a rather more unconventional manner. "We sort of adopted the Martin Scorsese-Bob De Niro method of casting when it came to the Mob roles," Ramis says. "This consists of Bob and Marty walking the streets of Little Italy, spotting a civilian, saying, 'Hey, that guy would look good,' and signing him up. Joe Rigano, for example, was cast this way in his first Scorsese film. We use him for Manetta, Vitti's mentor, who's gunned dawn in a scene in which Vitti narrowly escapes with his life. He's perfect."

From the more traditional dramatic ranks came Chazz Palminteri, an Academy Award nominee for Woody Allen's "Bullets Over Broadway"; Leo Rossi ("The Accused"); and Richard Castellano, a former boxer who started his entertainment career as a stand-up comic, also play Mob characters.

The key role of Jelly, Vitti's lieutenant/bodyguard/confidante -- a character Ramis calls "the Sancho Panza of the film" -- is played by Joseph Viterelli. Viterelli, who recently also completed production on "Mickey Blue Eyes" with Hugh Grant and appeared in the Jack Lemmon and Walter Matthau comedy "Out to Sea," is possessed of an oversize frame and an oval, rubbery, sad-eyed mug, making him an unforgettable figure.

As Crystal notes, "We have a collection of great faces here, faces that make each and every character ring true."

LOCATIONS

"Analyze This" filming got underway in an abandoned warehouse in Hoboken, New Jersey for a scene in which Vitti interrogates a terrified stoolie, only to suffer the onset of a panic attack. Production then shifted to Jersey City for the staging of a shootout, and then moved to a hospital in Elmhurst, Queens, where Vitti seeks help for what he fears is heart failure, but which is diagnosed as another panic attack.

These early sequences set the tone of the film. Stuart Dryburgh's photography was, naturally enough, a key element in defining the film's overall visual style. "A lot of the humor in the film grows out of the juxtaposition of the gangster world and the warmer, suburban milieu in which Ben lives," Dryburgh says. "In order for it to work both worlds must be real."

Production designer Wynn Thomas proceeded in similar fashion. "Instead of working from fantasy, I did research into the actual places these characters inhabit," Thomas says. "For the Italian-Americans I looked at sites in Little Italy, in Bay Ridge and Bensonhurst, Brooklyn, as well as Todt Hill in Staten Island, making sure that we see these worlds on the screen as they exist in real life. In fact, a key sequence in the film was shot in Todt Hill, a neighborhood that's notable for the number of alleged organized-crime figures who live there. Then, in the heart of Little Italy, Ramis filmed scenes inside the Old Lion Social Club, the neighborhood "joint" in which Vitti meets with fellow mobsters.

COMEDY WITH A HEART AND A BRAIN

The action in the story, as directed by Ramis, walks a fine line between comedy and drama. Maintaining the balance was critical, and uppermost in everyone's mind.

"Certainly Billy and I felt we didn't want to remake the comedies we had done in the past," Ramis says. "With Bob playing Vitti, we felt that we had a chance to do a new kind of comedy, a type people hadn't seen yet that wouldn't feel slight or predictable. We were all on new ground, Bob as well.

"The essential challenge of filming this movie was that even though there are funny lines, the true comedy must come from the situation. Billy was determined not to take the easy way out here. Of course he wanted to be funny -- it's what he does naturally and what people expect from him -- but his first commitment was to be true to Ben's character.

"As for Bob, he told us he had respect for what we had done and that he understood that comedy is 'out there' as a genre in which he has little experience, so from his point of view the film is also a departure.

"But Billy and I had to admit that working with Bob was an essential part of the challenge for us. Bob is someone who represents some of the greatest American filmmaking of the last 20 years. It set the bar a little higher for Billy and me, and we were glad of it."

"I was very nervous about it all until we started shooting," Crystal says. "But once you start working the sense of awe gives way and you're just two actors trying to do the best you can. There's no pretense about Bob; he gives his all to do a great job. He works hard at never hitting a false note.

"Real excitement came in the therapy scenes. Here, both of us were taking chances. It felt as if we were two tennis players or, more accurately, trapeze artists flying through space and having to catch each other. I have to say working like this pulled things out of me I never knew I had and made me a better actor."

The climax of the story, in which Ben must pretend he's Vitti's lieutenant, puts him in real danger for his life. The stakes are equally high for Vitti. When he arrives, he must use his new-found psychic health and moral resolve to stand up to his enemies without unduly threatening them. Both stars became intensely involved in the scene. "No element was too small for them to think about," says Ramis.

Weinstein comments, "Here we have a comedian who's come to acting by way of comedy and an actor who's come to comedy by way of his character. It's been a real tightrope for everyone. But with Harold in charge we sense that we're keeping it funny without turning the film into a parody, and that we're continually being true to the seriousness of the situation the characters find themselves in."

Following the Mafia meeting, scenes were filmed inside Sing Sing Prison at Ossining in upstate New York, after which the film's opening sequence, a prologue which re-creates the historic 1950s Mafia meeting in the Appalachin, was shot in Katonah, New York. The unit then packed up to shoot in Miami Beach, where Ben introduces his fianc»e Laura to his son Michael.

"Laura has all these anxieties about meeting her new stepson when, out of the blue, she finds her life complicated by a gaggle of gangsters," Lisa Kudrow laughs. "Everywhere she looks, these thugs are interfering with her most intimate plans. She can't get over it. But Laura's a determined woman. Believe me, this woman is a match for the Mob and the FBI!"