- Notes provided by Paramount Pictures -

This fall, comedy has nine lives as DreamWorks Animation - the studio behind ``How to Train Your Dragon, ``Shrek, and ``Kung Fu Panda - presents the epic story of cinema's funniest, furriest feline movie star, Puss in Boots.
Long before he even met Shrek, the notorious fighter, lover and outlaw Puss in Boots (ANTONIO BANDERAS) becomes a hero when he sets off on an adventure with the tough and street smart Kitty Softpaws (SALMA HAYEK) and the mastermind Humpty Dumpty (ZACH GALIFIANAKIS) to save his town. Complicating matters along the way are the notorious outlaws Jack and Jill (BILLY BOB THORNTON and AMY SEDARIS), who will do anything to see that Puss and his band do not succeed.
This is the true story of The Cat, The Myth, The Legend...and, of course, The Boots.
``Puss in Boots is directed by CHRIS MILLER. It is produced by JOE M. AGUILAR and LATIFA OUAOU. The executive producers are ANDREW ADAMSON and GUILLERMO DEL TORO. The screenplay is by TOM WHEELER, with a story by BRIAN LYNCH, WILL DAVIES and Tom Wheeler. The music is by HENRY JACKMAN. This film has been rated ``PG for some adventure action and mild rude humor by the MPAA. www.pussinbootsthemovie.com

A LEGENDARY TAIL TALE TO TELL
Chris Miller is a born multi-tasker. Animator, story artist, performer, filmmaker-a graduate of the prestigious California Institute of the Arts/Film and Animation department, Miller commanded a successful career in commercial, video and film work before landing at the then-young DreamWorks Animation Studio SKG as a story artist on the studio's first animated comedy hit, ``Antz. After that, he became a ground-floor member of an elite group that would change animation history: as a story artist on the Academy Award(R)-winning film, ``Shrek, head of story on the hit follow-up ``Shrek 2 and director of ``Shrek the Third (not to mention voicing several memorable characters along the way, such as beloved penguin Kowalski in the Madagascar films and Magic Mirror in Shrek) Chris found himself an integral part of the most successful animated film series of all time.
It was while head of story on ``Shrek 2 that Miller first 'met' the unforgettable feline known as Puss in Boots. Even then, he could tell the cat was destined for great things. Miller remembers, ``Puss in Boots was such an important part of the success of Shrek 2, I felt it was only a matter of time before he broke out on to his own. He's such an appealing character, and it was clear that this guy needed his own tale told. I just gravitated towards that cat-this little package came with such a history behind him, you knew that there were endless stories and adventures. I always wanted to know, 'Okay, what's your deal? Where'd you get the accent? More importantly, where did you get the awesome boots? How did it all come together?'
Miller saw a multitude of characteristics that made the adventuresome feline irresistible: ``There's a bit of the devil in him, which is what I really like about him, but he's still got this tremendous heart. Despite his size, he's this huge figure.
Emmy-winning producer Joe M. Aguilar is also a DreamWorks Animation veteran, having served as a senior executive and key producer at the Company since its inception. Producer Aguilar sums up the appeal of Puss, ``Out of all the characters you could call supporting, he's the character most people are very interested in knowing more about. In developing a feature about Puss in Boots, we went after something worthy of his character...something filled with comedy and adventure, something that really took advantage of how charismatic he is.
Producer Latifa Ouaou was also there at the character's beginning, serving as Story/Editorial Supervisor on ``Shrek 2. She shares her own reason why audiences embraced the swashbuckler: ``What makes Puss in Boots so special is that inside this tiny, little cat is this huge personality with a deep voice. He's got so much ego, pride and bravado, and yet, you can distract him with a can of tuna or a spot of reflected light. I think that makes for an extremely loveable and comedic figure.
Chris Miller felt so strongly about the character that he wanted to helm Puss's feature film debut: ``I wanted to direct 'Puss in Boots' because I just felt that this character deserved his own origin story-although small in stature, he is larger-than-life. He's deserving of a really epically funny tale. I just wanted to be there when we delved into his world, something that really represented all of the facets of his character: he's little, but bold, dramatic, romantic. I think all that makes him perfect for a big movie.
Such an idea had been a priority around the studio since the Tabby held his hat in his paws and gave audiences 'big sad kitty eyes.' According to producer Ouaou, ``The movie really came together when Chris Miller came onboard to direct the project-he's been involved in all of the 'Shrek' movies and directed the third one, and he came from being a Storyboard Artist. He's a great storyteller who uniquely understood this character. Outside of his storytelling abilities, he's also just got a great visual sense. But on top of that, he's really about characters with depth, and the comedy really coming from these characters. I think that's what makes him really special.
The director describes the film as, ``A story about brotherhood that goes awry and turns sour, and ultimately it's about revenge and redemption...but at its core, it's a comedy. Puss is very funny. When we first meet Puss, he's an outlaw on the run, a fugitive from justice, racing from town to town-but we also know he's in search of a way to clear his name and right his past.
In telling the well known story of Puss, filmmakers looked beyond his fairy tale origin to find their own bracing adventure of how this cat came into legend. As with other self-created stories at DreamWorks Animation, an outline was created, with a talented group establishing the rhythm of the story beats-director, producers, head of story, writers and other development experts.
Head of Story Bob Persichetti recalls, ``The first movie I worked on at the studio was 'Shrek 2,' and the first sequence I worked on was the one that introduced Puss in Boots, so I've been involved with him, well, since the beginning, around 2001. And I feel that everyone knew, immediately, what a great character he was. He should have his own feature. ``
Persichetti states what may be obvious to anyone looking at the credits of the ``Puss in Boots team: ``For most of us, it's like working with a family. In one way or another, we've all been with the character since he appeared. Chris' sensibilities and sense of humor are perfect for this story. And he's an incredibly collaborative artist, so heading up some 400 people-more than 600 at our busiest-seems totally right for him. He's great with pulling everything together and bringing out the strengths of everyone.

CHARACTERS & CAST: HEROES AND LAWBREAKERS
From the outset, one of the keys to the popularity of the character of Puss in Boots was the voice that came out of the outlaw hero-Antonio Banderas.
Director Chris Miller: ``Puss in Boots is played by Antonio Banderas, or is Antonio Banderas played by Puss in Boots? I don't know, sometimes it's hard to tell the two of them apart. But one thing's for sure, one could not exist without the other, because Antonio brings such passion to the role. This tiny little creature should have, you would think, a squeaky voice-but out of his mouth comes this deep sound. There some real humor created in the juxtaposition of the two. Here's this great actor with a massive voice, and he's voicing this cute, furry animal. What I love about Antonio's performance is when he takes himself the most seriously, and Puss is doing something truer to his nature, like chasing a point of light.
Joe Aguilar comments, ``I think the attraction to the character starts with Antonio. His performance is fun, charismatic, full of machismo, mystery and adventure. And then, you look at the cat, and then you hear that deep sound coming out of his mouth-you start cracking up and you want to know more.
Banderas himself says, ``He's such a great character. There are so many different colors that we've been discovering since I started giving him my voice in 2002. He's romantic and he's an epic hero. He's got a great heart. He's got a sense of honor and loyalty-along with a little bit of something mischievous that I think just adds an edge that is interesting. The kids love that, too, that side of him. But when he started in the Shrek movies, we really didn't know much about him. He was and still is a bit mysterious. For me, actually, the character is a dichotomy and that's what makes him funny.
Waxing somewhat philosophic, the actor looks at the larger things that the tiny cat stands for: ``You know for me, Puss is not just a cat. It's an honor and a privilege, in the very difficult times that we are living in, to have the capacity and the opportunity to make people laugh, all around the world. It's a gift. For almost 10 years now, even from the beginning, Puss started having his own space, if you will, in the American pop culture and then, in the world. I have seen the effects that the cat produces in other countries, too. Because I am from Spain, I have also the opportunity to do the character for a wider range of people, around 800 million people more, because I do the character in two versions of Spanish-one version goes to South and Central America, with its special idioms that they use for humor, and then I do a Castilian version for Spain.
The performer shares a number of skills with his onscreen counterpart: Banderas can wield a sword (a skill he learned while portraying Zorro in two films), can hold his own on the dance floor (something he demonstrated on Broadway, as well as in movies), and he has more than proved himself able to portray the archetypal 'Latin lover' (in film after film after film): ``I am taller, to be certain, but in many ways, Puss in Boots and I are very much alike.
The world of Puss in Boots is populated by twisted nursery-rhyme characters, but few are as twisted as Puss' former friend, Humpty Dumpty. When our story begins, Puss is an orphan growing up in the small village of San Ricardo where he befriends a somewhat odd (and oddly shaped) fellow. Per Miller: ``Puss would listen to Humpty's dreams, he had all these plans, but at the end of the day, he's just an egg. He can barely move around-he doesn't have the facility to really accomplish any of his goals. He was picked on and a bit of an outsider, and Puss protected him and always stood up for him. So you have Humpty the dreamer and Puss, who helps facilitate the dreams.
They both dream of leaving the orphanage for a better life- all they need is a few magic beans to grow into a beanstalk so they can steal a fabled goose that lays golden eggs from a giant's castle in the clouds. Simple, really.
The childhood search for the fabled beans turns up nothing, so the childish dream begins to recede...for Puss, at least, and the two begin to drift apart.
It isn't long before the cat of action finds his true calling, when he selflessly rescues a woman from the path of a charging bull. San Ricardo quickly bestows the title of hero to Puss, which earns him his debonair hat and legendary boots (meant to stand for truth, honor and courage). As with many duos in lore and history, once one achieves fame and fortune, jealousy is quick to follow. So when Puss agrees to help Humpty in a joint venture that goes awry (all in the name of saving their friendship,) the two are set on separate paths with quite different goals. Puss, becomes a presumed traitor to his village and everyone who trusted him, and Humpty Dumpty, becomes a bad egg, whose childhood dreams turn to thoughts of personal gain and revenge.
Not exactly the stuff of nursery rhymes, but that's the way Chris Miller wanted it: ``Humpty Dumpty is very different from what you've heard before-I think what we do best is take things that you think you know and push the character in a new direction, while visually trying to create something that we've never seen before. That is what really excites us as animation filmmakers.
Head of story Persichetti jokes, ``Doesn't every cat have an egg for a brother? When we started working on these characters, we knew Puss needed someone to grow up with and be his foil. We thought, 'Wow, what if he had an egg for a brother?' It started off as a little germ like that and just took root and spread.
Miller says, ``Humpty Alexander Dumpty is played by Zach Galifianakis, and I think Zach is pretty extraordinary in the role. I love his performance-he's incredibly funny, and his sharp extemporaneous wit is really appealing. My favorite thing about Zach in this role is the unexpected edge he brought to it. Humpty is a bit of a damaged character, sort of broken, and he's up to no good in a portion of the movie, but Zach brought this rationale for it: Humpty felt he was losing his best friend, which caused him to act a little funny in the head-but his heart was definitely in the right place.
Latifa Ouaou: ``We knew Zach was hilarious, but what he brought to the character of Humpty Dumpty was a vulnerability and a childlike sweetness that really made the villain multi-dimensional. You empathize with him, and that was important to us-we didn't want him to be a black-and-white villain.
For the comic performer, one of the challenges lay in the restrictions of the art of voicing a character. Galifianakis says, ``I think one of the toughest things was trying to figure out a character with only a voice. When you start, they show you a mock-up of what the character looks like so far. And then, you have to find an attitude, and you're limited to just using your voice. Once the animators see you performing, like if I use my hands during a certain part, they'll throw those in. But you really have to dig for more expression in your voice than maybe an actor would in a regular, live-action role.
Ouaou recalls, ``When we first started, we explained, 'Yes, you're an egg,' and we told him that he works from the script, but that there would be changes, because we develop and produce the movie at the same time. We also wanted him to be free to work off-script. Zach really trusted Chris and just allowed Chris to guide him. The more familiar he got with the character, the more comfortable he felt in the material, the more he started bringing his own ideas to the sessions and improvising-which is always better for the actor, for us and for the character in the end.
Galifianakis met the ``one man in a booth with a microphone challenge head-on: ``I really like the simplicity of it. I come from a standup comic background, so I'm used to that microphone and just expressing myself. That's what I really do like about it. I remember, whenever I would leave a session, I would always think to myself, 'This really is a great job.' Plus the character's been fun to explore, that kind of looseness, he's all over the place. I'm pretty reserved as a person, so it's fun to come in and do this 'all-over-the-place' kind of character.
He also jokes, ``Did I think how an egg would be? Did I research? Hmm. I should have gone to aisle seven at the grocery store and hung out with eggs, got to know them, talk to them. But, I've eaten eggs. I've thrown eggs at people that are loud on the street at two in the morning in my neighborhood. Now that I think about it, eggs are taken advantage of in life, I think, because people eat them, they throw them-they can go bad or be deviled. Eggs are just kind of funny in general, they're that funny shape, they're kind of disrespected. I think this movie proves that, and maybe it will bring light to the way that eggs have been treated. Or not.
After their separation, Humpty comes back into Puss' life, when he finally finds a way to make their childhood dream of finding the magic beans come true. He's planned it out, but he needs Puss' help to execute it. But it's also going to be a three man (cat, egg, cat) job. That's where the character of Kitty Softpaws comes into the story, who's the greatest thief in all of Old Spain.
``Salma Hayek is Kitty Softpaws, supplies Chris Miller, ``and in her performance, she's beautiful, strong and sensual, but most importantly, she's funny-Salma's a really funny actress and she gets to really show that off in this. Because she brings this working relationship with Antonio to the character [this is their fifth film together], it feels really authentic. You can tell that they are good friends, because they fight really well together, which brings sparks to their onscreen romantic relationship. They're a great duo. I love Salma's voice, it's rich and deep, and it works so well for Kitty,
Joe Aguilar elaborates, ``Puss in Boots' backstory always included having a history with the ladies, so we had to build a character that was worthy of him. And so we created Kitty Softpaws. We immediately thought of Salma Hayek and were very excited that she was willing to come aboard. We knew that their chemistry would be strong, from their work in live-action films. We knew their voices would work well together, too. Kitty Softpaws is somebody who wasn't going to be easy for Puss to attain, she had to be strong and interesting. We were trying to paint a picture of a character that wasn't just a femme fatale.
Latifa Ouaou observes, ``Comedy probably isn't the first thing you think when you think of Salma Hayek. She's got a great voice, and while we knew she could be sultry, she's actually really amazing with comedy. She's extremely witty and she brought a lot of her own attributes to the character. There's something really special about a female character who knows what she wants and doesn't really need anyone else to get it.
Hayek was thrilled to voice the strong, independent and funny feline: ``Everything about this film is fun and exciting. To start with, it's the first time I've worked with animation, and I've been wanting to do one for a long time. It could not have come at a better time, because now I get to share this one with my daughter. I have become an animation expert since she was born...and I say with a lot of pride that even though I think I've seen every animated movie that's ever been done, I think this one's in the top ten for sure.
There were logistical points that also worked for Hayek: ``There was a convenience that I really liked. I could work in my pajamas. And because I travel a lot, I was able to record in about five cities.
Almost illustrating Ouaou's point about development and production coinciding, it wasn't until partway into the recording sessions that a key facet of Kitty's character came into being. Head of story Persichetti: ``When I work, there are all of these things that are bouncing around in my head, like the idea of a cat burglar who's really a cat. They're really quiet. Maybe it's to overcome an inadequacy? It was a slow gel for her character. It may have been our third or fourth iteration of the early assemblage of the film, but it was like, of course! She doesn't have any claws! This is the thing that's she's overcoming, but now, we can play with it, because it's this incredible skill that she can basically steal the beans out of Jack's hand without him even feeling it. She can steal Puss' boots without him realizing it. She's the ultimate pickpocket. So, it just kind of worked out really well. And it adds this interesting layer to her whole sexy Latina character.
Hayek loved her character and describes her: ``She's a very good verbal fighter, and also a very good physical fighter. She's also an amazing thief, one of the best that are out there. And she's proud of it. I enjoy that she always wins, and that she's always right. And even though Puss keeps fighting her and continues to try and prove her wrong, he can't. It's really a joy to be this kind of a cat.
So symbiotic is the back-and-forth performance between Banderas and Hayek that Antonio made a request of the filmmakers. ``I've worked with Salma since the beginning of the '90s, and she's a dear friend. Normally, in animation, we work alone. But this is the only time that I asked for a session with an actor, because with Salma, I know that we have such chemistry, and especially, we fight very well on camera. We have a kind of rhythm and we can improvise. So I asked them to bring her here with me, and we did a session together. And we got a number of things from it. It was great to work with her again.
``Antonio is wonderful in this role, responds Hayek. ``He was born to play this cat. We've been working together for a long time, and we've done many movies together. It's always a pleasure and a joy. We were lucky to have a recording session together, even though they usually don't happen - everybody's so busy and in different places, but we managed to schedule it. We were both improvising and some of the stuff that we did actually ended up in the film. He is so much this character, and I know him so well by now, that when I was recording without him, I could feel him there like a ghost saying the other lines. I love him in this part, and know exactly what he would say as Puss, even when he is not in the room.
Part of the problem with Humpty's plan to obtain the beans and eventually get rich is that there is someone out there who wants the beans as much as he...in fact, there are two who stand in the way of Humpty's dream-an ornery pair of husband-and-wife bandits known as Jack and Jill.
As with the general filmmaker blueprint for fairy tale revisionism, this is not your nursery rhyme duo who traverse hills and have problems obtaining water. They are big, mean and out for themselves, which naturally makes them perfect for a life of crime.
Producer Joe Aguilar on the two accomplished performers cast to voice Jack and Jill: ``We wanted Jack to be strong, mean and vicious, so during our development period, when others were voicing the character, everyone used this deep-pitched voice, a little bit like the character Billy Bob Thornton played so beautifully in 'Sling Blade.' We might not have known it, but Billy Bob was always our first choice. And Amy Sedaris is just a great comedienne. We love her. And when we were looking for the Jill character, we really thought about her personality traits and were aiming for someone who could contribute something really interesting and have fun playing off of Jack's vicious, bass voice. And once Amy was cast, she came up with this sort of countrified Southern voice that is hilarious.
Quite unlike a good many of his onscreen personas, the approachable Billy Bob Thornton supplies, ``Most of the movie I make are not movies that my kids can see-my sons can, but the littlest can't. I have had a few opportunities to do something like this, an animated movie, and I've tried taking the ones that were good. The great thing about this is that-now I'm not an expert, but-everybody I know, from kids to old people, really liked the Shrek movies, and the characters that were in them. So I think it was actually kind of an honor to be asked to be a part of it.
When asked about his voice characterization, the actor replies, ``Well, really, I weigh about 145 pounds, and Jack weighs around 300 or something. I don't know if this makes any sense or not, but I had to sound a little fatter.
But Thornton's take on Jack's actual character differs a bit from the harsh assessment offered by the filmmakers: ``Jack is sort of like the movie villains of the old days...now he doesn't exactly have a heart of gold, but he's got a sensitive side, and I always love to see that-like the one that Bluto shows Olive Oyl, other than what he shows Popeye. Jack's dialog is funny, and like I said, he's a bad guy, but I don't think he's an evil guy. He's a selfish guy, that's what he is. He wants what he wants...and his wife, Jill, wants it even more.
And boy does she. But just like her co-star, Sedaris has a backstory to explain Jill's, well, lack of manners. Amy Sedaris says, ``Let's really look at this for a moment. I think that Jill is a very misunderstood character. Now, the Old Spanish West slash Early Fairy Tale Era was not like today-opportunities for women were much more limited. There was motherhood, which could lead to one living in a shoe with a passel of brats. There were much fewer trades to choose from-say, spinning dross into gold, babysitting short miners, practicing the dark arts or, heaven help us, granting wishes. Faced with this, heck, I might even resort to a life of crime. Jill just wants something more than what's being offered to her. Compared to all of those things, choosing a life of villainy is her way of saying, 'No, guys, this is where I think my particular talents will be really leveraged. This is where I think I will shine.'
Sedaris continues: ``For me, there is nothing as fun as really immersing in a hilarious character, and Jill is a great opportunity to do that. She's got that Annie Oakley rootin'-tootin' sense of adventure, and that Belle Starr 'don't take no guff' attitude. There is grit and gusto in her, and she's really a big dame, which I am not-in height, anyway. And we actors always like it when we get to play someone much taller than ourselves.

PUTTING ``PUSS IN BOOTS IN HIS PLACE...
It's clearly obvious that the world of moviegoers loves Shrek and his cohorts. But when it came time to setting the origin story of Puss in Boots, filmmakers intended no offense by looking elsewhere than the woods and countrysides of Far Far Away. Joe Aguilar explains, ``When we first started 'Puss in Boots,' we realized that we couldn't deviate too far from the Shrek world, because that is the universe in which he exists. To completely redesign that world would just throw the audiences off. But, we knew we could go pretty far, while remaining in that universe. We pushed, as far as we could, the design and the caricature of our secondary characters-it has a different look and feel than the Shrek franchise, but we definitely stayed within the universe.
Miller offers more specifics: ``It's a sort of southern European Mediterranean fairy tale world that Puss lives in. It's very warm, bright and colorful. A lot of these decisions just came from the character. The Shrek world is very cool, with lush greens and blues-'Puss in Boots' world is very warm, hot, romanticized. I think of it as a different part of the fairy tale/nursery rhyme universe.
Producer Ouaou affirms, ``I think, though, we really wanted to play with legends. We found influences in the old Sergio Leone films, and looked to more Spanish-based architecture. But we were conscious of not veering too far from where he was introduced. You can only go so far-too much, and he's no longer recognizable in his environment. We wanted to update the Puss in Boots fairy tale-we didn't necessarily feel like we needed to connect it to the original story.
A bandit's share of the responsibility for designing Puss' world fell to production designer Guillaume Aretos, who served as Art Director on the second and third ``Shrek films.
Aretos asserts, ``I was with that franchise for a long time, and that team is kind of my family now. Puss in Boots is a pretty exciting character to bring to the screen, because I think he's pretty special.
``What excited me about the film was a chance to do something different-we took him into a pushed, stylized world, where we got to play with big, symbolic shadows, in this very colorful world.
The director was adamant that the world they created support this gem of a character. Their shared goal was a place that lent itself to grand, sweeping cinema, full of active camera work and bold composition. As Puss is, by anyone's view, a 'colorful' character, the landscape also had to offer and support a full palette of rich, warm, saturated colors. Above all, this was to be a place of action, adventure, comedy and romance, because, ``this world should just be a reflection of who Puss is, at his core.
The director worked with the artists to create a world with a familiar vernacular of style. ``We really wanted to approach this like an old spaghetti Western of Leone, which we felt suited the character perfectly, in terms of size and scope. We adopted that expansive use of the camera, and even used some split screen. But we also didn't want to limit ourselves just to that-I'd say that that is definitely in the fabric of our film-because while Puss is suited to those types of films, he also lends himself to other genres that feature a strong, adventurous lead, say, Indiana Jones, 007, Zorro. There are others, too. So in the end, we started looking at the history of film, gathering inspiration from those larger-than-life characters.
Production designer Aretos: ``If you look at the design, the inspiration for it, as a whole, is very simple-it's the character himself. He's a twisted character-I mean that in a literal sense. In terms of shape language, we started twisting the shape of things. If you look at the sets, you can see that all of the houses are kind of tilted. Nothing is really straight. We have asymmetry, with very unbalanced characters-going from small to gigantic. So that all goes to the shape language. The other thing is that Puss is a very colorful character. We gathered inspiration from Latin culture, and looked at some Spanish movies. We went for a less realistic lighting; we went more free, more crazy. We got to play with big shadows, because Puss is a small character in a very big world. In the Shrek movies, Puss was about three-feet high, when standing in his boots, to balance always being with Shrek, a seven-foot giant. We realized that, in this world, that size wouldn't work-we're in a human world without giants, so we put him back to a normal cat size...if cats wore boots and stood upright.
A saying of Aretos early in production became a guiding design principle: Crooked characters, crooked world. He illustrates, ``We looked at the geography in the north of Spain, which is dry, but beautiful, and noticed that the olive and pine trees along the coast were bent by the winds. We also looked at other desert climates in North and Central America. This imbalance is in our characters and their surroundings.
One of the more specific sites that drew the filmmakers' eyes was the town of San Miguel de Allende, in central Mexico, with its sienna-colored neo-classical colonial buildings.
In the world of animation, one of the biggest differences between it and its live-action counterpart is in the use of an editor. Unlike live-action, where the editor customarily assembles the film toward the end of principal photography, an animation editor is involved from the beginning, up front, working during the story process, to help establish beats, rhythm, story arcs and other aspects that are the results of an artfully assembled collection of images.
Eric Dapkewicz is editor on ``Puss in Boots, and he began his 'homework' by watching such classics as ``The Good, the Bad and the Ugly and ``A Fistful of Dollars, along with other films that feature sweeping narrative and heroic leads. The end result was a unique style unafraid to feature an homage to the genre that reinvigorated the American Western-some scenes hold on a character, taking in the environment, perhaps a tad bit longer than what is expected in animation. An integral part of such an evocation of Leone is scoring, from composer Henry Jackman, whose work has been featured in everything from Hollywood action blockbusters to gentle romantic comedies. Like Dapkewicz, Jackman boarded the project in the first phases, and supplied music to aid in establishing the flow and feel of the movie (beginning with temporary tracks, eventually refining to final score).
It is this strong team effort from the get-go that Miller feels is the key to building a successful project. He enthuses, ``The contributions from every department on this movie have been extraordinary. Guillaume and the art department contributed so much beauty, drama and color and were integral to the story we were telling. Our head of story, Bob Persichetti, and the entire team brought so many great ideas to the table. Head of layout, Gil Zimmerman, who shot the film, and his department, just translated vision into reality. I've been so fortunate, working with Joe and Latifa, these incredible filmmakers-all the chemistry was right and made for a wonderful collaboration and a really satisfying experience.
Another noteworthy member of the ``Puss in Boots production team is award-winning filmmaker Guillermo del Toro, who serendipitously was visiting the DreamWorks Animation campus early in production, which allowed for Chris Miller to spend some face time. The director recounts, ``Guillermo really gravitated towards this story, he loved the tone of the pitch. And as it turned out, the very next day, we were screening the movie, and he was able to come. He loved it, and told me afterwards that he wanted to be a part of the movie. And I was thrilled and almost speechless, and said something like, 'Great, when can you start?' And he said, 'Right now.' So within this 24-hour period, he became an executive producer and a great consultant on the movie. He has this wonderful energy, and he always approaches challenges with a solution-he doesn't criticize, he's someone who can look at something and offer ideas on how to make things better.
One such solve was in the history of the character of Humpty-as a largely misunderstood dreamer in the orphanage, his backstory was fleshed out when del Toro offered the suggestion that perhaps Dumpty invented things as a youth. This would help establish the character's smarts and pay off in story developments down the line. The filmmaker was so enthusiastic about participating in the project that he even voiced the character of the Comandante of the village of San Ricardo.
Producer Aguilar: ``Guillermo del Toro is just one of the most inspiring people to work with. He's full of energy, fun ideas and a lot of artistic design knowledge. He's just like a library of cinema.
The Academy Award(R)-nominated del Toro says: ``When we were starting the movie, I volunteered to do a 'celebratory scream' in the party, and that led to my playing the part of the Comandante, sort of a father figure to Puss. We thought of him as a Mexican Clint Eastwood, very low, very solemn. In the beginning it was just a scratch voice, but everyone liked it, so, they kept it.
``I think people will be surprised by the singular level of artistry the movie has, Del Toro continues. ``It's a huge movie with huge action sequences, broad adventure, great comedy, a rich, colorful fantasy, full of imagination, full of inventiveness. I think it is a complete banquet in and of itself. It's not just a spinoff, it is its own absolute world.

...ON THE GROUND...
In taking the cat, the egg and the cat to these interesting places, a design challenge was presented to ``Puss in Boots filmmakers. Miller and his team looked to populate this epic tale with diminutive heroes, and it is that very dichotomy that designer Aretos found exciting: ``I think the beauty of this movie is that you have a very little guy, who lives in this huge, epic adventure. That's what I think is exciting about the design of this film, the craziness of the world that we developed.
One sequence that clearly demonstrates the size and the pace of the story is the stagecoach heist, wherein Puss in Boots, Kitty and Humpty attempt to steal the magic beans right out from under the noses of criminals Jack and Jill...while all are traveling at breakneck speed on a stagecoach. Chris Miller relates, ``I thought it was important that, in our action scenes, there was a sense of excitement and danger, but they're really fun at their core-we wanted to make them really enjoyable, like an adrenaline-pumping ride at a park or around a race track. We wanted a fun, tactile experience.
Another sequence that offers excitement (in a very different way), is the first meeting and subsequent face-off between Puss and a very accomplished rival thief. After Puss finds himself confronted by a masked opponent, he tracks his rival to a 'cats only' cantina, intending to challenge the sly feline. The house rules dictate that on Tuesday, fights are restricted to dance challenges, so our hero and the still-masked adversary engage in a free-for-all dance-off, much to the delight of the all cat audience.
Key to the success of the sequence was the clever choreography-which humorously blends everything from flamenco, to Latin ballroom, to contemporary-from Laura Gorenstein Miller, founder, choreographer and artistic director of the Los Angeles-based modern dance troupe, Helios Dance Theater. Chris Miller comments, ``We were very fortunate to have Laura choreograph several sequences in the movie. It really helped to add a layer of authenticity, and these are complex scenes, with a lot of juggling between storytelling and character moments. It helped our animators enormously. She took the movement from our simple screenplay directions and translated it into beautiful choreography for two dancers-we took the footage of these dances and our animators put it into the paws of our hero and his Kitty.
After a week's rehearsal, Laura Miller's dancers were fitted with motion-capture suits, and the resulting data was used to help animators with reference and staging-it was not a simple transfer of movement into the characters. Aguilar elaborates, ``We used the camera and the footage to figure out how to best design the shots.
Of particular fun for the choreographer was the mystery behind this adversary in the mask. Laura Miller comments, ``One of the things that was interesting for me about choreographing this scene was they didn't want to reveal to the audience that Kitty is a girl. So as a choreographer, I had to make the movements more masculine, with more bravado, a little more aggressive than what I would have normally set for a female character.
Prior to shooting the dances, Miller took the storyboards to her studio, along with music, and built the dances step-by-step, conveying the action in the boards. ``They would indicate Puss coming forward to the camera for eight counts, and they would tell me that they needed a medium shot, fast footwork. I'd set something with my dancers, and then I'd check it back with Chris every day, which was a great way to work. He would tell me of any changes that he wanted, and he could track the progress daily.
Another sequence has Puss and the now-revealed Kitty dancing around the campfire, with occasional interruption from Humpty Dumpty, who wants to douse any sparks of romance that may be happening between the two. Again, the choreographer: ``They were very specific that, for dialogue, their faces needed to be towards the camera, so as a choreographer, I wanted to make it interesting. So, I did that with footwork and use of the hips, pulling a lot from Latin dance. That, in turn, gave the animators a challenge, because cats really don't have hips the way that humans do. But I think we all came up with a great sequence.

...AND UP IN THE CLOUDS
But the action in ``Puss in Boots isn't all earthbound chases or dance challenges-it extends well above clay-colored vistas into the cloudy heavens...and on top of that, ``Puss in Boots was conceived, from the beginning, as a film to be projected in Tru 3D. Challenges on top of challenges...
``It was really clear from the beginning that this was a movie best presented in 3D, and only 3D, and so we really took advantage of some great opportunities, says director Chris Miller. ``There's this sequence where they plant the magic beans, and the script calls for this great storm that comes down, this huge tornado, that sends energy down into the bean, that then shoots up into this ever-growing beanstalk, which extends beyond the solar system and up into the land of the giants. That makes for these great, energetic scenes of incredible action, that suddenly become these quiet moments, that feature rich detail in the frame, with amazing depth and scale-these tiny characters wondering at the universe. C'mon, now that's 3D!
For production designer Guillaume Aretos, this meant hours of study and sketching...and since enormous beanstalks are few and hard to find, he did the next best thing by visiting the Louvre Museum, specifically, the Musée des Arts Décoratifs, which boasts a stunning Art Deco room. The wooden room is laden with stunning carving, with everything in the room-a coat hanger, a table, a chair, the window frame, a pattern on the ceiling-appearing to spring from one continuous vine. ``I was thinking that beanstalk would carry them to the cloud world, with all its twisting and swirling, while envisioning it in the stereo aspect. Straight lines or angular perspectives can get boring. So I thought, 'Well, the beanstalk would grow in an uncontrollable way, swirling, which is dangerous for them but a lot more fun for us.' And with each new discovery or view, there would be different feelings as they go up-shock, when it takes off like a rocket; then, a romantic break, looking at the heavens; a scary moment, thunder; then, a complete white-out, as they enter the cloud world, the top of the universe. And all the clouds are particle clouds, which means, when the camera moves through them, or around them, there are little pieces detaching, passing by the camera. There is a sense of depth that a matte painting or morphing cannot give you.
The scale of the sequence was daunting enough-Miller quips, ``This beanstalk growing for miles and miles and miles, carrying along two cats and an egg!-but as most already know, amorphous masses (water, fire, fur, feathers) present ever greater challenges for computer animators. And here was a world made up, predominantly, of clouds.
The director comments, ``Here was an opportunity for us to create a landscape that had not been explored before, where gravity doesn't work quite like it does on Earth. The clouds are constantly forming and changing shape-you can play with the clouds, you can make them into snowballs, you can run underneath them, you can bounce on the top of them. We spent months just exploring and brainstorming different ways to achieve all of that. And our effects team did an incredible job creating this world and the depth behind it, which plays so effectively in 3D, it's really an immersive experience. It's ethereal, a bit surreal. They're so far from the sun that it's actually below the characters. This constantly evolving cloud-scape was a great playground for all of us to be in.
Head of effects, Amaury Aubel, explains, ``It was a tough challenge, animating clouds, modeling them, so that they look realistic, but so they also interact with the characters. They're surrounded by and supported by clouds. There are the foreground clouds, with which they interact, and the background clouds, that we called the cloudscape, extending all the way back to the horizon. Lighting was also problematic, getting them to realistically react with light, but also in an art-directed way. This one needed to be more golden-this one, more menacing.
Cloud behavior was also an issue. Aubel: ``We see skies every day, and we would know what does and doesn't look right. These objects are transparent or semi-transparent, depending upon the proximity of the viewer. And not to get into complex physics, the way that light interacts, is another issue-the light goes into a cloud and bounces on the particles, molecules of water, and gets scattered in multiple directions. It's not like a solid, like a rock.
Computers to the rescue! Ken Museth, DWA research and development, came up with a program for a new volume format, which could handle gigantic masses. Modeled shapes could be turned into clouds by rendering 'surface noise,' giving them the appearance of the fluffy clouds non-beanstalk-riding viewers would recognize and view as the real thing.

ADIOS, GATOS Y HUEVO
For director Chris Miller (as many among the crew and cast also feel), the magic of animation is in the transformation from group effort into a singular, cinematic vision. Miller confesses, ``I love animation. As an approach to storytelling, it feels like the possibilities are limitless-you have the ability to create an entirely different universe with zero limitations. And I like that idea. But animated, or live-action, it all comes down to how well you tell a story, and how well an audience can connect with the characters.
Zach Galifianakis offers, ``So the story goes, Humpty Dumpty falls down off a wall, and these guys from a village or something-all the king's men, I guess-could not put the poor guy back together again. I mean, there's not a lot of story there. But with this story, you get a lot more depth. You get to see many layers to Humpty Dumpty. You get to see his relationship with this adventurous cat. And who doesn't want to see an egg and a cat hang out together? When you sit around, I'll bet you're wondering, 'Man, who would I like to see hang out together? Hmm. I know-a cat and an egg!' Well, have I got a movie for you.
Antonio Banderas admires not only the gargantuan undertaking a finished computer-animated film represents, but also, the finesse on display, down to the smallest detail. He says, ``I remember during 'Shrek 2,' Eddie Murphy commented how amazing all of these guys are, that they can actually steal a little bit of your soul and put it up on the screen, for everybody to see. I could not agree more.
Producer Latifa Ouaou: ``More than 620 artists worked on this project over the years, in more than 20 departments. Looking at those numbers, you realize how critical it is that everyone works together toward a shared goal. I really felt that we had a real synchronicity and collaboration on 'Puss in Boots,' with Chris Miller heading it, all the way to paint fix, which is the last stop in the animation process. It was a really amazing, kinetic experience.
Man-hours, surface noise, immersive 3D, the absence of human hips-in the end, for director Miller, it is (and always has been) about one thing...story. He closes, ``It's a comedy, first and foremost, and it's a great adventure movie, but there's also a nice message behind it that says, everyone deserves a second chance in life and, at any moment, you can change the course of your own life-it's never too late.

About the Cast

Since his introduction to American cinema in the highly acclaimed ``Mambo Kings, ANTONIO BANDERAS (Puss in Boots) is irrefutably one of the leading international actors of his generation. He has received critical praise for his performances in film, television and theater, as well as behind the scenes as a feature film director. In 2005, he was honored with a Star on the Hollywood Walk of Fame.
His second directorial feature is the Spanish film ``El Camino De Los Ingleses (titled ``Summer Rain in the U.S.). A coming-of-age story, the film follows the first loves, lusts and obsessions of friends on vacation at the end of the 1970s. He made his directorial debut with ``Crazy in Alabama, starring his wife, Melanie Griffith.
Banderas stole the show in the 2004 blockbuster animated film ``Shrek 2 as the voice of Puss in Boots. He reprised this role in the widely anticipated sequel ``Shrek the Third, the ABC Christmas special ``Shrek the Halls, and the fourth installment of the franchise, ``Shrek Forever After.
In 2003, Banderas earned a Tony nomination for Best Actor in a Musical for his Broadway debut in the Roundabout Theater Company production of ``Nine, a musical inspired by Fellini's ``8½. He also received a Best Actor Drama Desk Award, Outer Critics Circle Award, Drama League Award and Theatre World Award. ``Nine, directed by David Leveaux, also starred Chita Rivera.
Banderas has worked with some of Hollywood's best directors and leading actors, including Robert Rodriquez's ``Desperado opposite Salma Hayek and the sequel ``Once Upon a Time in Mexico opposite Johnny Depp; ``Original Sin opposite Angelina Jolie; Alan Parker's ``Evita opposite Madonna, in which he received his first Best Actor Golden Globe nomination; Martin Campbell's ``The Mask of Zorro opposite Catherine Zeta-Jones, in which he received his second Best Actor Golden Globe nomination, and the sequel ``The Legend of Zorro; Neil Jordan's ``Interview with a Vampire with Tom Cruise and Brad Pitt; Jonathan Demme's ``Philadelphia opposite Tom Hanks and Denzel Washington; Bille August's ``House of the Spirits with Meryl Streep and Glenn Close; and Brian de Palma's ``Femme Fatale.
Other film credits include the ``Take the Lead, the ``Spy Kids trilogy, ``Miami Rhapsody, ``Four Rooms, ``Assassins, ``Never Talk to Strangers, ``Two Much, ``The 13th Warrior, ``Play It to the Bone and ``Ballistic: Ecks vs. Sever.
He was nominated for his third Best Actor Golden Globe for his performance as the infamous Pancho Villa in HBO's 2003 release of ``And Starring Pancho Villa as Himself.
Born in Malaga, Spain, Banderas attended the School of Dramatic Arts in his hometown, and upon graduation he began his acting career, working in a small theater company based there. He later moved to Madrid and became an ensemble member of the prestigious National Theater of Spain.
In 1982, Banderas was cast by writer/director Pedro Almodovar in ``Labyrinth of Passion. It was the first of five films Banderas would do with Almodovar, the others being ``Matador, ``Law of Desire, ``Women on the Verge of a Nervous Breakdown and ``Tie Me Up! Tie Me Down! The international success of these films introduced to him to Hollywood. Banderas most recently appeared in ``La Piel Que Habito (``The Skin That I Inhabit), written and directed by Almodovar - reuniting with him after 21 years.
He can most recently be seen in Woody Allen's ``You Will Meet a Tall Dark Stranger for Sony Classics, in which he is a part of an all-star cast that includes Naomi Watts, Anthony Hopkins, Josh Brolin and Freida Pinto. He also stars in the action thriller ``The Big Bang, directed by Tony Krantz, and will appear alongside Channing Tatum and Ewan McGregor in Steven Soderbergh's ``Haywire for Lionsgate. He recently starred with Laura Linney and Liam Neeson in ``The Other Man, directed by Richard Eyre.
This upcoming year, Banderas will appear in the upcoming film ``Black Gold, directed by Jean Jacques Annoud, opposite Freida Pinto, Mark Strong and Tahar Rahim.

Academy Award(R) nominee SALMA HAYEK (Kitty Softpaws) has proven herself as a prolific actress, producer and director, in both film and television. She received an Academy Award(R) nomination, a Golden Globe nomination, a SAG nomination and a BAFTA nomination for Best Actress for the title role in Julie Taymor's ``Frida. Hayek recently completed filming Oliver Stone's ``Savages, with Benico del Toro, John Travolta, Uma Thurman and Blake Lively.
Hayek recently wrapped French filmmaker Mathieu Demy's ``Americano; the Spanish film ``La Chispa de la Vida from director Álex de la Iglesia; and ``Here Comes the Boom, a comedy from director Frank Coraci, in which she stars opposite Kevin James, who also wrote the film. ``Here Comes the Boom is scheduled for release in 2012.
Aside from upcoming film projects, Hayek has launched her new cosmetic, skincare and haircare line this past summer, called ``Nuance Salma Hayek. The 100-item beauty line is being sold exclusively at CVS Pharmacies around the country. All items are priced below $20.00.
Hayek was last seen in ``Grown Ups, a Columbia Pictures comedy, alongside Adam Sandler, Kevin James and Chris Rock. Recently seen guest-starring on NBC's critically acclaimed show ``30 Rock, Hayek won an Emmy for her directorial debut, ``The Maldonado Miracle, which she also produced. The film, which starred Peter Fonda, Mare Winningham and Ruben Blades, premiered at the 2003 Sundance Film Festival and later aired on Showtime. Her last directorial project was a music video for Prince's single ``Te Amo Corazon, which premiered in January 2006.
Hayek's film credits include: Paul Weitz's ``The Vampire's Assistant, released by Universal Pictures; Todd Robinson's ``Lonely Hearts opposite John Travolta and James Gandolfini; Robert Towne's ``Ask the Dust, alongside Colin Farrell and Idina Menzel; Luc Besson's ``Bandidas opposite Penelope Cruz; Brett Ratner's ``After the Sunset; Robert Rodriguez's ``Once Upon a Time in Mexico; Mike Figgis' ``Hotel and ``Timecode; Kevin Smith's ``Dogma; the comedy ``Fools Rush In; ``From Dusk Till Dawn, directed by Robert Rodriquez and written by Quentin Tarantino; and Robert Rodriguez's ``Desperado.
Since 2006, Hayek and her producing partner, Jose Tamez, have been developing, producing and acquiring mainstream projects that either draw on Latin themes or feature Latin talent, both in front of and behind the camera, for ABC Studios. She recently served as the executive producer on ABC's award-winning program ``Ugly Betty, starring America Ferrera, based on the enormously successful Colombian series, ``Yo Soy Betty, La Fea. In 2001, she starred in and co-produced Showtime's ``In the Time of the Butterflies, for which she was nominated for a Broadcast Film Critics Association's award. Also produced by Hayek's Ventanarosa Productions was the Mexican feature, ``No One Writes to the Colonel, directed by Arturo Ripstein, and based on the novel by Gabriel Garcia Marquez. ``No One Writes to the Colonel was selected for official competition at the 1999 Cannes Film Festival.
Born and raised in Coatzacoalcos, Mexico, Hayek studied international relations in college in Mexico. Her additional Mexican credits include ``Midaq Alley, based on a novel by Nobel Prize winner, Naguib Mafouz.
Noted for her acting career, Hayek has also dedicated much of her time to social activism. Hayek served as spokesperson for the Pampers/UNICEF partnership worldwide to help stop the spread of life-threatening maternal and neonatal tetanus. She serves as the spokesperson for the Avon Foundation's Speak Out Against Domestic Violence program, which focuses on domestic violence education, awareness and prevention, as well as support for its victims. In 2005, she spoke in front the U.S. Senate, encouraging its members to extend the Violence Against Women Act. In January 2006, the legislation was passed, ensuring that $3.9 billion will be allocated to thousands of domestic violence crisis and intervention agencies throughout the U.S. In April of 2005, Hayek visited the Arctic Circle for the celebration of Earth Day, in an effort to bring attention to the dangers that global warming is putting on the lives of Inuit people and the rest of the world. In November 2005, she served as co-host, alongside Julianne Moore, at the Nobel Peace Prize Concert in Oslo, which honored Nobel laureate Mohamed el-Baradei and the U.N.'s International Atomic Energy Agency. She was also part of the One campaign, created by singer and activist Bono, as well as a member of Global Green and Youth Aids.

After failing his last college course by one point at North Carolina State University, ZACH GALIFIANAKIS (Humpty Dumpty) moved to New York City. Galifianakis got his start performing his brand of humor in the back of a hamburger joint in Times Square, graduating to doing stand-up at night in clubs and coffee houses in the city. While working as a bus boy, he got his first acting job on the sitcom ``Boston Common for NBC. An eclectic career has followed.
Zach's breakout moment came in the blockbuster hit ``The Hangover. Directed by Todd Phillips, the Warner Bros. feature became the highest grossing R-rated comedy of all time. He followed ``The Hangover with a starring role in the Jerry Bruckheimer produced live-action Disney feature ``G-Force, which also debuted at 1 and grossed over $290 million worldwide. Galifianakis previously starred in ``Due Date, in which he re-teams with director Todd Phillips and Warner Bros. to star opposite Robert Downey, Jr. He was also seen in the Focus Feature film ``It's Kind of a Funny Story, and in the successful sequel, ``The Hangover Part II.
Zach was previously seen in Paramount Pictures' ``Dinner for Schmucks, opposite Steve Carell and Paul Rudd. His other credits include the independent feature ``Youth in Revolt opposite Michael Cera, Steve Buscemi and Ray Liotta, as well as a cameo role for Jason Reitman's Academy Award(R)-nominated film, ``Up in the Air. He also appeared in the Fox feature ``What Happens in Vegas opposite Cameron Diaz and Ashton Kutcher, and the critically acclaimed ``Into the Wild from Paramount Vantage and director Sean Penn.
On the small screen, Zach stars in the HBO comedy ``Bored to Death with Jason Schwartzman and Ted Danson, which begins filming its 4th season next Spring. He previously hosted the critically acclaimed talk show for VH1, ``Late World with Zach, as well as writing and starring in ``Dog Bites Man for Comedy Central.

Academy Award(R)-winning writer, actor, director and musician, BILLY BOB THORNTON (Jack) has an extensive and impressive career in motion pictures, television and theater. Charismatic and uniquely talented, Thornton has established himself as one of the most sought after filmmakers of his generation.
Billy Bob Thornton is currently celebrating a high water mark in his career. Most recently, Thornton starred in the action thriller ``Faster, co-starring Dwayne Johnson, the film adaptation of Bret Easton Ellis' best-selling novel ``The Informers and the Polish Brothers' dark comedy ``Manure. His other recent projects included Paramount Pictures' ``Eagle Eye, the Newline Cinema comedy ``Mr. Woodcock, Warner Bros. Pictures' ``The Astronaut Farmer (directed by the Polish Brothers), ``School For Scoundrels, the re-make of the ``The Bad News Bears for Paramount Pictures, and ``Friday Night Lights for Universal Pictures. He garnered a Golden Globe nomination for Best Actor in a Musical or Comedy for his role in the critically acclaimed box-office hit ``Bad Santa, and received rave reviews for his portrayal of legendary frontiersman Davy Crockett in Touchstone Pictures' ``The Alamo.
This summer Thornton stepped behind the camera once again to direct and star in the ensemble drama ``Jayne Mansfield's Car, an original script co-written by Thornton and longtime collaborator Tom Epperson (``One False Move, ``Sling Blade), and co-starring Robert Duvall, John Hurt, Kevin Bacon, Robert Patrick and Ray Stevenson.
Thornton also directed ``The King of Luck, a documentary about country music legend and longtime friend Willie Nelson.
Showing the versatility of his acting abilities, in 2001 Thornton starred in the caper comedy ``Bandits for director Barry Levinson and co-starring Bruce Willis and Cate Blanchett; the noir ``The Man Who Wasn't There for the Coen brothers; and the heart-wrenching drama ``Monster's Ball, in which he co-starred with Halle Berry, Peter Boyle and Heath Ledger.
Each of the three performances garnered Thornton unprecedented critical acclaim, and resulted in him being named Best Actor of 2001 by the National Board of Review, Golden Globe nominations for Best Actor in a Drama for ``The Man Who Wasn't There and Best Actor in a Musical or Comedy for ``Bandits, and an American Film Institute Award nomination for Best Actor for ``The Man Who Wasn't There.
Thornton's 1996 release of the critically acclaimed and phenomenally popular feature film ``Sling Blade, in which he starred and directed from an original script he wrote, firmly secured his status as a preeminent filmmaker. For his efforts, he was honored with both an Academy Award(R) for Best Adapted Screenplay and an Academy Award(R) nomination for Best Actor. The film, produced by The Shooting Gallery and released by Miramax, also starred Robert Duvall, J.T. Walsh, Dwight Yoakum and John Ritter.
Prior to ``Sling Blade, Thornton already had an extensive motion picture credit list. He wrote and starred in the thrilling character drama ``One False Move, which brought him immediate critical praise. Thornton's powerful script (co-written with Tom Epperson) was enhanced by his intense performance as a hunted criminal. The film, directed by Carl Franklin, was an unheralded sleeper success.
In addition, Thornton has been featured in such films as ``The Winner, for director Alex Cox; Paramount Pictures' ``Indecent Proposal, directed by Adrian Lyne; ``Deadman, for director Jim Jarmusch for Miramax; and in ``Tombstone, directed by George Cosmatos for Buena Vista Pictures. Thornton has also appeared in the films ``On Deadly Ground, ``Bound by Honor, ``For the Boys and ``The Stars Fell on Henrietta.
As a writer, Thornton has worked on numerous projects for United Artists, Miramax, Universal Studios, Warner Bros., Touchstone Pictures, Island Pictures, David Geffen Productions and HBO. He also scripted ``A Family Thing, a highly regarded feature film that starred Robert Duvall and James Earl Jones for United Artists.
Thornton co-starred in the blockbuster action-adventure film ``Armageddon with Bruce Willis for producer Jerry Bruckheimer, and he has also co-starred opposite Sean Penn and Nick Nolte in ``U-Turn, directed by Oliver Stone, and in ``Primary Colors opposite John Travolta and Emma Thompson for director Mike Nichols. He also starred in the dark comedy ``Pushing Tin opposite John Cusack.
Thornton received an Academy Award(R) nomination and Golden Globe nomination for Best Supporting Actor for his celebrated work in the tightly woven drama ``A Simple Plan for director Sam Raimi, as well as a Best Supporting Actor award from the Los Angeles Film Critics Association and a Best Supporting Actor nomination from the screen actors Guild.
For his second and third directorial outings, Thornton chose the comedy ``Daddy and Them, which he again wrote and starred in, and the best-selling Cormac McCarthy novel, the epic ``All the Pretty Horses, starring Matt Damon, Penelope Cruz and Henry Thomas.
Thornton also co-wrote ``The Gift, starring Cate Blanchett, Giovanni Ribisi and Hillary Swank. Thornton's other film credits include the comedy ``Waking Up in Reno, co-starring Charlize Theron, Patrick Swayze and Natascha Richardson for Miramax Films; the drama ``Levity, in which he co-starred with Morgan Freeman, Holly Hunter and Kirsten Dunst; ``Intolerable Cruelty co-starring George Clooney and Catherine Zeta Jones; and ``Love Actually, with Hugh Grant, Laura Linney and Liam Neeson.

AMY SEDARIS (Jill) is a five-foot Grecian spitfire who hails from North Carolina and studied and performed with Chicago's Second City. Her New York theater credits include ``Wonder of the World (Lucille Lortel Award Nomination), ``The Country Club (Drama Dept), ``The Most Fabulous Story Ever Told and ``Talent Family Plays (written by David and Amy Sedaris), ``Jamboree, ``Stump the Host, ``Stitches, ``One Woman Shoe (Obie Award), ``The Little Frieda Mysteries (Encore Award), ``Incident at Cobble Knob (Lincoln Center) and most recently, ``The Book of Liz (Drama Dept). Her regional theatrical credits include ``The Country Club (Long Wharf).
Sedaris' television credits include series regular roles on ``Exit 57 and ``Strangers with Candy (both for Comedy Central) and recurring roles on ``Just Shoot Me, ``Sex and the City, ``Monk, ``Hot in Cleveland and ``Raising Hope.
Her film projects include ``Snowflake, ``Dedication, ``Shrek the Third, ``Snow Angels, ``Bewitched, ``Strangers with Candy - The Movie, ``Chicken Little, ``Full Grown Men, ``Romance & Cigarettes (directed by John Turturro), ``Maid in Manhattan, ``School of Rock and ``Elf.
October 2006 saw the publication of Amy's best-selling book I Like You: Hospitality Under the Influence. In November 2010, her second book, Simple Times: Crafts for Poor People was released and instantly became a New York Times bestseller.
Amy starred opposite Neil Patrick Harris and Bonnie Sommerville in Josh Shelov's film ``The Best and the Brightest, which was released in June. She was also seen in ``Beware the Gonzo (Bryan Goluboff, director, opposite Campbell Scott and Ezra Miller) and ``Tanner Hall (Francesca Gregorini and Tatiana Von Furstenberg, writers/directors; opposite Rooney Mara and Chris Kattan).
Amy works to support her cupcake and cheeseball business.

About the Filmmakers

CHRIS MILLER (Director) made his feature film directing debut with the third installment of the most successful animated franchise ever, ``Shrek the Third, for DreamWorks Animation. Miller joined DreamWorks Animation in 1998 as a story artist on the studio's first animated comedy, ``Antz. He subsequently went on to work as a story artist on the Academy Award(R)-winning hit film, ``Shrek, while also writing additional dialogue and providing the voice of the hilarious Magic Mirror, as well as Gepetto. He followed that by serving as head of story on the blockbuster ``Shrek 2. In addition to providing various voices for the Shrek films, he also voiced Kowalski the Penguin in ``Madagascar.
A graduate of the California Institute of the Arts' animation/film department, Miller is also a longtime collaborator with the Helios Dance Theater, for which he has created sets, films and projections on numerous occasions. Miller has worked on a wide array of features, commercials, videos and internet projects, including a short for Steven Spielberg, entitled ``Steven's Dream. His commercial work includes spots for Coca-Cola, Canon, The Comedy Channel and FILA, for which he won a Clio Award for best animated commercial. Miller has also produced several independent animated projects, which have been featured on MTV and in festivals throughout North America and Europe.

Emmy award-winning producer JOE M. AGUILAR (Producer) has served as a senior executive and key producer at DreamWorks Animation since the company's inception.
Aguilar began his career with the studio as Head of Production for DreamWorks Television, where he oversaw the production of such shows as the Judd Apatow comedy ``Undeclared, the Steven Spielberg drama ``The Others, the popular sitcom ``Freaks & Geeks, the Peter Mehlman comedy series, ``It's Like, You Know and the hit sitcom ``Spin City. Joe served as co-executive producer on the Emmy award-winning Sci-Fi Channel mini-series, ``Steven Spielberg Presents Taken, the computer-animated comedy ``Father of the Pride, as well as the holiday television special ``Merry Madagascar.
Prior to joining DreamWorks Television, Joe served as a production executive at 20th Century Fox, where he oversaw such feature films as ``Courage Under Fire, ``The Great White Hype, ``Girl 6 and ``A Walk in the Clouds.

Multifaceted LATIFA OUAOU (Producer) first came to DreamWorks in 1996 to work on the movie ``Antz. Since then, she has been involved in the development or production of the studio's most successful films (and the industry's highest-grossing animated film trilogy), ``Shrek, ``Shrek 2 and ``Shrek the Third. Not only did she work on the production side of the films, she also provided the voices of Guinevere and a cheerleader in ``Shrek the Third, and Jill and a doll in ``Shrek 2.
More recently, Ouaou served as co-producer on the international hit ``Monsters vs. Aliens, the studio's first InTru 3D movie, wholly conceived, developed and authored in 3D. She also produced the Halloween television special ``Monsters vs. Aliens: Mutant Pumpkins from Outer Space.
Prior to co-producing ``Monsters vs. Aliens, Ouaou's industry credits include serving as art department coordinator on the comedy ``Jay and Silent Bob Strike Back, Steven Spielberg's ``A.I. Artificial Intelligence and the new holiday live-action classic ``Dr. Seuss' How the Grinch Stole Christmas.

Since winning the Critic's Prize at the 1993 Cannes Film Festival and nine Mexican Academy Awards for his first feature ``Cronos, GUILLERMO DEL TORO (Executive Producer) has established himself among the most critically and commercially successful international writer-directors.
Del Toro has built his career by moving between independent, Spanish-language films and increasingly big budget studio productions. His films include ``Mimic, ``The Devil's Backbone, ``Blade 2, ``Hellboy and its sequel, ``Hellboy 2: The Golden Army.
His 2006 film ``Pan's Labyrinth received six Academy Award(R) nominations (including Best Foreign Language Film and Best Original Screenplay for Del Toro) and won three Oscars(R). It was also the recipient of three BAFTA Awards, seven Goya Awards, a Golden Globe nomination for Best Foreign Language Film, and was selected by the National Society of Film Critics as the best film of the year. It is the highest-grossing Spanish language film of all time in the U.S. and the fifth highest-grossing foreign language film in U.S. box office history, with $37.6 million in box office receipts.
In 2007, Del Toro produced the Spanish supernatural thriller ``The Orphanage, which is currently the highest-grossing local language film in Spain's history, with over $80 million in worldwide box office. His other producing credits include ``Rudo y Cursi, directed by Carlos Cuaron and starring Gael Garcia Bernal and Diego Luna, and Alejandro Gonzalez-Inarritu's ``Biutiful, which was featured in competition at the 2010 Cannes Film Festival and received Academy Award(R) nominations for Best Foreign Language Film and Best Actor.
In 2010, Del Toro named DreamWorks Animation his home for animated feature film projects. In addition to his work on ``Puss in Boots, DreamWorks Animation has acquired from Del Toro ``Trollhunters (working title), an original project from which the Company plans to produce a 3D animated feature film, which will be written and directed by Del Toro himself. The exciting new story of ``Trollhunters is being kept entirely under wraps at the studio.
Apart from his film work, Del Toro is co-authoring the horror trilogy The Strain with acclaimed novelist Chuck Hogan. The first book in the series was published by William Morrow in 2009. The second volume, The Fall, debuted at 8 on The New York Times Bestseller List in October 2010.

Prior to ``Puss in Boots, ERIC DAPKEWICZ (Editor) edited DreamWorks Animation's first stereoscopic feature film, ``Monsters vs. Aliens, and the adventure comedy, ``Flushed Away, starring Hugh Jackman and Kate Winslet.
Prior to joining DreamWorks Animation, Dapkewicz worked on such projects as Walt Disney's ``Lilo & Stitch and ``Mulan, as well as the short animated film, ``John Henry.
Dapkewicz is from Tustin, California, and is a graduate of California State University, Fullerton. An accomplished live-action filmmaker, Dapkewicz served as editor and composer of the short film ``Pandemic, and as a multiple hat-wearer (editor, director, screenplay writer, composer and lead actor) on the short film, ``The Black Rabbit. He also wrote, directed and edited the shorts ``The Last Piece Standing and ``The Kiss.

GUILLAUME ARETOS' (Production Designer) working relationship with Puss in Boots goes back to the character's screen debut-as Aretos played an instrumental role in each of the first three Shrek films.
Aretos has been with DreamWorks Animation for 15 years and his career in entertainment spans three decades, including both writing and acting for television. In France during the late 1980s, Aretos was well-known as the equivalent the American character Jack Tripper from ``Three's Company for his work as an actor on the television show ``L'homme a Tout Faire.
Outside of the movie business, Aretos is also a painter and an illustrator. His paintings and drawings have been widely exhibited in France, at such galleries as the Palais des Beaux-Arts in Paris and the Musée d'Art Moderne Albert Chanot. Aretos' illustrated books, including Le Livre Secret des Fourmis (The Secret Lives of Ants), have been published in France and Korea. He has contributed to the magazines Ciel et Espace, Science et Nature and Metal Hurlant.

Prior to his work on DreamWorks Animation's ``Puss in Boots, GIL ZIMMERMAN (Head of Layout) served in the same capacity on the critically acclaimed and box-office hit ``How to Train Your Dragon. Zimmerman joined DreamWorks Animation in 2002 and has worked on a number of the studio's films, including ``Over the Hedge and the Oscar(R)-nominated ``Shark Tale. Zimmerman's previous production credits also include a list of titles, among them the Oscar(R)-nominated ``Bolt, ``Demonslayer, ``Treasure Planet and ``Tarzan.

Prior to his role as on DreamWorks Animation's ``Puss in Boots, KEN BIELENBERG (Visual Effects Supervisor) served in the same capacity on ``Monsters vs. Aliens. With DreamWorks since 1990, Bielenberg served as the visual effects supervisor on ``Shrek, ``Shrek 2 and ``Shrek the Third, which comprise the most successful animated franchise of all time. Prior to his work on ``Shrek, Bielenberg served as the effects supervisor on the ``Antz animation team that was responsible for creating the extensive and innovative water simulation, dust and dirt effects in the film.
Bielenberg is also an accomplished documentary filmmaker, having directed the documentaries ``Kinsey Sicks: Almost Infamous and ``I Wanna Be a Republican (which he also edited), and produced ``Equality U. He also wrote and directed the short film ``Just Ryan.
His additional credits at PDI/DreamWorks also include lead technical director on the 3D animated segment of ``The Simpsons' 1995 Halloween Special, the feature film ``Angels in the Outfield and countless commercials, including spots for Matchlight, Lego and the Clio Award-winning Halls Penguins spot. He also had a hand in the effects work for the feature films ``Eraser and ``Hearts and Souls.
Educated at the Rochester Institute of Technology, Bielenberg combined the study of film and animation to compliment his B.S. in computer science.

HENRY JACKMAN (Composer) has had a successful and eclectic musical career. He studied classical music in the U.K. at St. Paul's Cathedral Choir School, Eton College and Oxford University, then switched gears, producing chart-topping dance remixes, electronica and club music.
Jackman most recently scored the blockbuster ``X-Men: First Class, directed by Matthew Vaughn, and the animated film ``Winnie the Pooh. Jackman's other film scores include ``Gulliver's Travels, ``Kick-Ass, ``Monsters vs. Aliens DreamWorks Animation), and Henry IV.
Prior to his film music career, Jackman spent several years in the record industry, collaborating with producer Trevor Horn on the Art of Noise album ``The Seduction of Claude Debussy. Jackman also worked with Seal, co-writing and producing ``This Could Be Heaven for the motion picture ``The Family
Man. This gained the attention of prominent film composers Hans Zimmer and John Powell, and Jackman received additional music credits on their scores to: ``The Dark Knight, ``The Da Vinci Code, ``Kung Fu Panda, ``Pirates of the Caribbean: Dead Man's Chest, ``Pirates of the Caribbean: At World's End, ``Hancock, ``It's Complicated, ``The Holiday and ``The Simpsons Movie.
Jackman's ability to approach such a wide range of film genres with a fresh point of view is due to his unique advantage of coming from both the classical and recording industry worlds.

KEN MUSETH (Research & Development) is the principle engineer and supervisor of research and development in simulations of visual effects at DreamWorks Animation. Prior to joining DreamWorks in 2009 he was a senior software engineer at the VFX studio Digital Domain. As such he has worked on the life-action movies ``Tron: Legacy, ``2012, ``Pirates of the Caribbean: At World's End, ``The Mummy: Tomb of the Dragon Emperor, ``The Golden Compass, and the animated features ``Puss in Boots, ``Kung Fu Panda 2, ``Megamind, ``Shrek Forever After and ``How to Train Your Dragon.
Additionally, Museth is an adjunct professor in computer graphics at both Linkoping University, Sweden, and Aarhus University, Denmark, both the result of a former career as a full professor. Ken received a M.Sc. in physical chemistry in 1994 and Ph.D. in physical quantum dynamics in 1997, both from the University of Copenhagen, Denmark. He served as a visiting faculty member and research scientist at California Institute of Technology from 1998 to 2003. During this period he also worked on mission design and visualization at NASA's Jet Propulsion Laboratory-these techniques where used for NASA's ``Genesis space mission, which lead to a NOVA award in 2000.
Prior to leaving academia in 2008 he was a fully tenured professor (faculty chair) in computer graphics at Linkoping University, Sweden, since 2003. He is currently on the Editorial Board of Journal of Graphics Tools and on the program committees of SGP 2011 and CGI 2011.

LAURA GORENSTEIN MILLER (Choreographer) is the founder, choreographer and artistic director of Helios Dance Theater, a Los Angeles-based contemporary dance company. Miller has premiered her work at venues that include University of California Los Angeles' Royce Hall and Schoenberg Hall; REDCAT at Disney Hall; the Getty Center; California Institute of the Arts; University of Southern California's Bovard auditorium; the Joyce Theater and Lincoln Center in New York; the Royal Opera House in London; the Mid Ocean Amphitheatre in Southampton, Bermuda (hosted by Catherine Zeta-Jones); and Teatro Nacional de Costa Rica in San Jose, Costa Rica, to name a few.
Miller received her B.F.A. in choreography from the California Institute of the Arts, during which time she was selected to attend the Laban Center in London for intensive study in choreographic theory.
Helios Dance Theater was the only local company to be presented in the UCLA's 1998-1999 Center for the Performing Arts season. Other artists included in that season were Mark Morris, Merce Cunningham and Mikhail Baryshnikov.
Miller was selected to create an original work for the Milwaukee Ballet Company that premiered March 2002. She was also the only choreographer from the United States chosen to participate in Genesis, the Milwaukee Ballet's international choreographic competition.
Kevin McKenzie, the Director of the American Ballet Theater (ABT) saw Miller's work with the Milwaukee Ballet and invited her to create a piece with ABT Studio. The result, ``Milk Pool, is still in their repertoire and they have performed it everywhere, from the Joyce and Lincoln Center in New York to the Lindbury at the Royal Opera House. In February 2007, ABT performed Miller's work at their Annual Fundraising Dinner in New York, along with works by Twyla Tharp and Jiri Kylian.
Miller (and Helios Dance Theater) has received numerous dance awards, including two Lester Horton Awards and the Grand Prize in 2004 at the McCallum Theatre's Dance Under the Stars Choreography Festival.
She currently lives in Los Angeles with her husband, Chris, and sons, Maxim and Hugo.