AFI Catalog of Feature Films
Movie Detail
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Up in the Air
Director: Jason Reitman (Dir)
Release Date:   25 Dec 2009
Premiere Information:   Telluride Film Festival screening: 5 Sep 2009; Toronto International Film Festival Screening: 12 Sep 2009; New York & Los Angeles openings: 4 Dec 2009
Production Date:   Feb--15 May 2009 in St. Louis, Detroit, Omaha, Miami and Las Vegas
Duration (in mins):   108-109
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Cast:   George Clooney (Ryan Bingham)  
    Vera Farmiga (Alex Goran)  
    Anna Kendrick (Natalie Keener)  
    Jason Bateman (Craig Gregory)  
    Amy Morton (Kara Bingham)  
    Melanie Lynskey (Julie Bingham)  
    J. K. Simmons (Bob)  
    Sam Elliott (Maynard Finch)  
    Danny McBride (Jim Miller)  
    Zach Galifianakis (Steve)  
    Chris Lowell (Kevin)  
    Steve Eastin (Samuels)  
    Marvin Young (Young MC)  
    Cut Chemist (Conference DJ)  
    Adrienne Lamping (Tammy)  
    Meagan Flynn (Flight attendant)  
    Dustin Miles (Ned)  
    Tamara Tungate (Club hostess)  
    Laura Ackermann (Check-in lady)  
    Meghan Maguire (Business woman)  
    Courtney Kling (Airport clerk)  
    Matt O'Toole (Alex's husband)  
    Alan David (Hilton clerk)  
    Erin McGrane (Dianne)  
    Cari Mohr (Purser)  
    Jerry Vogel (San Francisco manager)  
    Adhir Kalyan (Irate IT)  
    Jeff Witze (Goalquest host)  
    Dave Engfer (Software dude)  
    Paul Goetz (Rental car assistant)  
    Michele Reitman (Conference worker)  
    Jennifer Nitzband (Wedding cousin)  
    Bill Yancy (Wedding pastor)  
    John Mebruer (Band leader)  
    Ellen Gutierrez (Wedding coordinator)  
  Terminated employees: Kevin Pilla    
    Kelly Bertha    
    Cozy Bailey    
    Lamorris Conner    
    Deborah L. Norman    
    Casey Bartels    
    Bill Phelan    
    Arthur Hill    
    Patricia Allison    
    David F. Rybicki    
    Andy Glantzman    
    Kevin D. Lewis    
    Jo Michelle Favaro    
    Stephanie Janiunas    
    Thomas M. Martilotti    
    Erin Welsh-Krengel    
    Marlene Gorkiewicz    
    Mark Sommers    
    Wilbur Weidlich    
    Grace Smith    
    Scott Lapinski    
    George Batten    

Summary: After spending the day dismissing employees at various companies, trying to reassure them with phrases such as “this is the beginning” and it is “part of a process,” corporate downsizer Ryan Bingham efficiently packs his Travelpro carry-on suitcase and glides through the airport. Constant business travel has afforded the privileges of frequent flyer lounges and free upgrades to Ryan, who feels at home in the air and prefers interacting with airline and hotel employees to relationships with family or close friends. In addition to his work as a downsizer, Ryan is also a corporate motivational speaker, who expounds on his philosophy of living without material or emotional encumbrances with the catchphrase, “What’s in your backpack?” When Ryan calls his office in Omaha, his boss at CTC, Craig Gregory, insists that he must return to Omaha by the end of the week for something important. In the bar of the Dallas Airport Hilton, Ryan meets Alex Goran, an attractive fellow business traveler in her thirties with whom he flirtatiously compares corporate preferred customer cards. Alex is particularly impressed with Ryan’s graphite American Airlines Concierge level card, which will lead to the ultimate frequent flyer miles goal Ryan has set for himself. Later, after having sex in Ryan’s room, they agree to meet again when their busy travel schedules converge. The next day, as Ryan is shopping for ties in an airport shop, his sister Kara telephones to ask if he plans to attend their younger sister Julie’s wedding. Ryan does not want to commit when Kara tells him that she is sending a FedEx package containing a cardboard cutout of Julie and her fiancé, Jim Miller, and expects him to takes pictures of the cutout in several places, including the front of the Luxor Hotel in Las Vegas. Back in Omaha, after unpacking in his small, efficiency apartment, Ryan’s neighbor gives him the FedEx package, then declines his offer to see him that night because she is in a relationship. At the office the next day, Ryan is horrified when he learns that newly hired employee Natalie Keener, an intense, recent business school graduate, is pitching a new corporate strategy called “Glocal—our global must become local” that radically changes their business by enabling the downsizers to dismiss dozens of people every day through video conferencing. Most downsizers are happy not to travel so much, and Craig is impressed by an eighty-percent cut in their travel budget, but Ryan is chagrined, especially when Natalie demonstrates the video conferencing model using a script written by him. Ryan cannot dissuade Craig from going through with the plan, but Craig concedes that Natalie needs some person-to-person experience and sends her out with Ryan for training. At the Omaha airport, annoyed by Natalie’s large, over-packed suitcase, Ryan takes her to buy a Travelpro. As they approach the security check-in to board their flight, Ryan imparts his travel wisdom, which she either ignores or disdains. In St. Louis, when Ryan receives a call from Alex, who is in Atlanta, they arrange to meet again in Dallas. The next day, Natalie sits silently beside Ryan as he gives termination notices to various employees. When Bob, one of the men losing his job, becomes hostile, Natalie jumps into the conversation. Her clichés further inflame Bob until Ryan salvages the situation by telling him to follow his youthful dream of becoming a chef. That night at dinner, Ryan explains frequent flyer miles programs to Natalie and tells her that his goal is 10,000,000 miles, a level reached by only six other people, fewer than have walked on the moon. In the morning, as Natalie helps Ryan take a picture of the cutout beside the St. Louis airport, he cannot understand why she is unimpressed by an airport from which the Wright brothers and Charles Lindbergh flew. In Wichita, a bored Natalie begs Ryan to let her fire the next person. When Karen Barnes hears the news, she calmly asks what the severence package is, then says that her plans are to go to a beautiful bridge near her home and jump off. Shaken, Natalie immediately runs out the building, followed by Ryan, who assures her that people frequently say things like that, but never mean it. As they travel to various cities, the stress of firing people begins to take a toll on Natalie, who is beginning to understand the human consequences of losing a job. In Miami, after watching Ryan deliver one of his motivational speeches, Natalie receives a text message from her boyfriend Brian saying that he wants to break up. As she starts to cry later, Ryan is chagrined but comforts her. Later, Alex, whom Ryan had arranged to meet, joins them. Over drinks, Natalie reveals that she gave up a good job offer in San Francisco to join Brian, who found a position in Omaha. Alex’s gentle advice helps to calm Natalie, who decides to join her and Ryan when they crash a corporate party that night. Despite her feelings of rejection by Brian, Natalie enjoys the party and spends the night with a nice “techie” guy she meets at the party. Meanwhile, Alex and Ryan confess that they like each other before Alex has to leave for an early morning flight. After breakfast, Natalie helps Ryan take another picture of the cutout, then angrily confronts him for thinking of his relationship with Alex as casual. Their next city is Detroit, which Ryan cautions is tough because the city has been hard hit by job losses. Once at their destination, they are directed to a room in which Craig speaks with them on a video conferencing hookup. Despite Ryan’s misgivings, Craig tells them that Natalie is to take the lead on this assignment and use the new video conferencing technique. Natalie is nervous, but sticks to her script when dismissing the first person, Mr. Samuels, a fifty-seven-year-old man. As Samuels starts to raise his voice and cry while listening to Natalie recite her script, she and Ryan suddenly realize that Samuels is sitting in the next room. Natalie is shaken when she watches a deflated Samuels walk past, but determines to carry on. That night, in the airport, Natalie apologizes to Ryan for accusing him of being emotionally isolated. Although they both are scheduled to fly back to Omaha, Ryan suddenly decides to fly to Las Vegas to take a picture of the cutout in front of the Luxor Hotel. He is assisted by Alex, whom he convinces to be his “plus one” at Julie’s wedding that weekend in Minnesota. When they arrive at Ryan’s snowy hometown, miles north of Milwaukee, Ryan runs into Kara in the hotel and learns that she recently separated from her husband. That night, at the rehearsal dinner, after Ryan places his snapshots among the dozens of others taken by friends, he and Julie are friendly, but awkward around each other. He learns that, because Jim is investing all of their money into a real estate venture, the staged vacation photographs are substitutes for pictures they would have taken on their honeymoon. The next day, as Ryan is showing Alex around his old high school, he receives a call from Kara, who reports that Julie needs him because Jim has gotten cold feet and reminds him that he is a motivational speaker. After helping Jim realize that he simply is nervous and really wants Julie to be his “co-pilot” in life, the couple goes through with the wedding. The morning after they have had a wonderful time at the wedding, Alex and Ryan are about to take separate flights at the Milwaukee airport when Ryan asks her to visit him in Omaha. She hesitates, asking if he is going to change, then tells him to call her when he gets lonely. In the CTC office, Natalie shows Ryan a bank of computer screens on which a number of young employees are being trained to use video conferences to dismiss people. Ryan soon returns to Las Vegas where he has a speaking engagement with Goalquest XX, a significant step above his other clients. After starting his speech with his “what’s in your backpack?” line, he hesitates, then shakes his head and runs out. He then flies to Chicago and rushes to Alex’s house. After she answers the door and scowls, he is stunned to realize that she has a husband and two children. The next morning, as Ryan is about to board an American Airlines flight back to Omaha, Alex calls to berate him for almost ruining her real life, saying that she thought that he understood that their relationship was merely an escape. She then says that if he wants to see her again, to give her a call. During the plane ride to Omaha, a flight attendant happily announces that one of their passengers has just passed the 10,000,000 miles threshold. Maynard Finch, the airline’s head pilot, whom Ryan has long admired, sits down and awards Ryan his exclusive frequent flyer card, saying that the airline appreciates his loyalty. When Maynard asks Ryan where he is from, Ryan simply answers “I’m from here.” Back in Omaha, after Ryan calls the dedicated number on his 10,000,000 mile card and transfers 500,000 miles to Julie and Jim so that they can take a trip around the word, Craig comes into his office. He asks if Ryan remembers Karen Barnes, a woman who was fired in Wichita, because she jumped off a bridge and killed herself. When Ryan says he does not remember the case, then asks if Natalie is all right, Craig tells him that she resigned, via text message. Craig tells him that CTC is stopping the video conferencing experiment and plans to put Ryan and the other downsizers back on the road to continue what they had been doing. In San Francisco, Natalie is being interviewed by the company that had offered her the job she turned down to follow Brian. The man interviewing her shows her a glowing letter of recommendation that Ryan wrote and offers her the job. A short time later, Ryan enters the airport terminal, walks up to the departures and arrivals board and stares at it. 

Production Company: The Montecito Picture Company  
  Rickshaw Productions  
  Right of Way Films  
Production Text: A Jason Reitman film
Distribution Company: Paramount Pictures Corp. (A Viacom Company)
  Cold Spring Pictures  
  DW Studios L.L.C.  
Director: Jason Reitman (Dir)
  Jason Blumenfeld (1st asst dir)
  Sonia Bhalla (2d asst dir)
  Patty Long (Addl 2d asst dir, Detroit crew)
  Joseph Payton (2d 2d asst dir)
  Steve Dale (2d 2d asst dir, Miami crew)
  Patrick Cunningham (2d 2d asst dir, Las Vegas crew)
  Heather L. Hogan (Addl 2d 2d asst dir)
Producer: Daniel Dubiecki (Prod)
  Jeffrey Clifford (Prod)
  Ivan Reitman (Prod)
  Jason Reitman (Prod)
  Ted Griffin (Exec prod)
  Michael Beugg (Exec prod)
  Tom Pollock (Exec prod)
  Joe Medjuck (Exec prod)
  Ali Bell (Assoc prod)
  Jason Blumenfeld (Assoc prod)
  Helen Estabrook (Assoc prod)
Writer: Jason Reitman (Scr)
  Sheldon Turner (Scr)
Photography: Eric Steelberg (Dir of photog)
  Robert Mehnert (Aerial dir of photog)
  Dylan Goss (Aerial dir of photog)
  Matthew Moriarty (Cam op/Steadicam op)
  Zoran Veselic (1st asst photog)
  Cale Finot (B 1st asst photog)
  Craig M. Bauer (2d asst photog)
  Anne Freivogel (B 2d asst photog)
  Bradford Fanfalone (B 2d asst photog, Detroit crew)
  Kelly Bogden (B 2d asst photog, Omaha crew)
  Ryan A. Rakel (Film loader)
  Prarthna Arias (Video assist)
  Andrea Lawson (Video playback foreperson)
  Richmond Tetzlaff (Video playback tech)
  Chris C. Strong (Chief lighting tech)
  Brian Fosnaugh (Asst chief lighting tech)
  David Houlle (Chief rigging elec)
  Keith Wandrei (Chief rigging elec, Detroit crew)
  Bill Smaling (Chief rigging elec, Miami crew)
  Anthony Varuola (Chief rigging elec, Las Vegas crew)
  Jerry Wheat (Asst chief rigging tech)
  Jimmi Lyon (Asst chief rigging tech, Miami crew)
  Tim Hawn (Rigging elec)
  Jeremy Osbern (Rigging elec)
  Kenneth Ferguson (Rigging elec, Detroit crew)
  Marvin Jackie Bowie (Rigging elec, Detroit crew)
  Geoffrey Brock (Rigging elec, Detroit crew)
  Jeff Moore (Rigging elec, Detroit crew)
  Paul Eichler (Rigging elec, Omaha crew)
  Rob Williams (Rigging elec, Omaha crew)
  Lavelle Thomas Higgins (Rigging elec, Miami crew)
  Christopher C. Dino (Rigging elec, Miami crew)
  John Gibson (Rigging elec, Miami crew)
  Tim Black (Rigging elec, Miami crew)
  Seyton Pooley (Rigging elec, Las Vegas crew)
  Shane M. Richter (Rigging elec, Las Vegas crew)
  Michael Silverberg (Rigging elec, Las Vegas crew)
  Cody Strong (Elec)
  John Sennott IV (Elec)
  Brian Hayden (Elec)
  Nicholas Gartner (Elec)
  Tim O'Dea (Elec, Detroit crew)
  Joseph P. Layson (Elec, Detroit crew)
  Joseph Parise (Elec, Detroit crew)
  John Lawson (Elec, Detroit crew)
  John Pycha (Elec, Omaha crew)
  Fred A. Schwartz (Elec, Miami crew)
  Daniel M. Tobias (Elec, Miami crew)
  Stephanie Power (Elec, Miami crew)
  David Swift (Elec, Miami crew)
  Jason C. Villella (Elec, Miami crew)
  Ivan C. Allen (Elec, Las Vegas crew)
  Jason Apperson (Elec, Las Vegas crew)
  Keith Batchelor (Elec, Las Vegas crew)
  Loren Johnson (Elec, Las Vegas crew)
  David Richardson (1st company grip)
  Charles Norcross (2d company grip)
  Earl Perque, Jr. (2d company grip, Miami crew)
  Bodie Hyman (2d company grip, Las Vegas crew)
  Gary Kangrga (1st company rigging grip)
  Ted Gregg (2d company rigging grip)
  Thomas Cornell (2d company rigging grip, Detroit crew)
  Jamie Klein (2d company rigging grip, Miami crew)
  Ed Manton (Rigging grip)
  Michael Stoecker (Rigging grip)
  Barry Dusbiber (Rigging grip, Detroit crew)
  Dennis Rottell (Rigging grip, Detroit crew)
  Chris Rodriguez (Rigging grip, Miami crew)
  Holger Kirschner (Rigging grip, Miami crew)
  Shai Goldenberg (Rigging grip, Miami crew)
  Jack Glenn (Dolly grip op)
  John Mang (Dolly grip op)
  Gordon J. Hayman (Grip)
  David Kube (Grip)
  Adam Reisz (Grip)
  Tom Barrett (Grip)
  Kenny Kondratko (Grip, Detroit crew)
  Tommy Daguanno (Grip, Detroit crew)
  Jim Rogers (Grip, Detroit crew)
  Denny Buffum (Grip, Omaha crew)
  Nate Buffum (Grip, Omaha crew)
  Lawrence L. Bolding (Grip, Omaha crew)
  Ross Jones (Grip, Miami crew)
  Jorge A. Parra (Grip, Miami crew)
  Sam Hassel (Grip, Miami crew)
  Todd Wood (Grip, Miami crew)
  Jonathan Dugas (Grip, Miami crew)
  L. Kurt Beckler (Grip, Miami crew)
  Richard Allen (Grip, Las Vegas crew)
  Jamie Franta (Grip, Las Vegas crew)
  Alfredo Dinala (Grip, Las Vegas crew)
  Jeff Milewsky (Grip, Las Vegas crew)
  Mynor Priesing (Grip, Las Vegas crew)
  Dale Robinette (Still photog)
Art Direction: Steve Saklad (Prod des)
  Andrew Max Cahn (Art dir)
  Mark Robert Taylor (Art dept coord)
  Ellen Lampl (Draftsperson)
  Jack Thomas (Draftsperson)
  Ted Boonthanakit (Storyboard artist)
Film Editor: Dana E. Glauberman (Film ed)
  Omar Hassan-Reep (Asst ed)
  Maria Gonzales (1st asst ed)
  Michael Lee Underdown (Ed asst)
  Yanosh Cuglove (Ed intern)
Set Decoration: Linda Sutton-Doll (Set dec)
  Rick Young (Prop master)
  Michael Semon (Asst prop master)
  Clark Woodman (Props)
  Gene Gibas (Props, Detroit crew)
  Muktsar Ali (Props, Detroit crew)
  Nicholas Romanac (Props, Miami crew)
  Tom Arbia (Props, Las Vegas crew)
  John Tracey (Propmaker, Detroit crew)
  Franco Georgianna (Propmaker foreperson, Las Vegas crew)
  Joe Viau (Lead person)
  Cat Cacciatore (Buyer)
  Gregory Goad (Set dresser)
  Amy Graham (Set dresser)
  Brent Jaimes (Set dresser)
  Chris Reams (Set dresser)
  Tim Stephens (Set dresser)
  Mark Hanselman (Set dresser, Detroit crew)
  Richard Lattuca (Set dresser, Detroit crew)
  Greg K. Lester (Set dresser, Detroit crew)
  David Peterson (Set dresser, Omaha crew)
  Rod England (Set dresser, Miami crew)
  Bobby Amor (Set dresser, Miami crew)
  Michael Calabrese (Set dresser, Miami crew)
  Peter Muller (Set dresser, Miami crew)
  Jeremy A. Read (Set dresser, Miami crew)
  Gary Dunham (Set dresser, Miami crew)
  Gregory Boots (Set dresser, Las Vegas crew)
  James Walsh (Set dresser, Las Vegas crew)
  Flynn Thomas Smith (On-set dresser)
  Curtis Childers (Const coord)
  Sean W. Clouser (Const coord, Detroit crew)
  David Harren (Const foreperson)
  Elbert Slider (Const foreperson, Detroit crew)
  Brian Luehring (Const foreperson, Miami crew)
  Steve Schwarz (Foreperson)
  Nicholas Scott (Foreperson, Miami crew)
  Sn David Snodgrass (Chief carpenter, Las Vegas crew)
  Thomas V. Johnson (Chief painter)
  Ken Deubel (Paint foreperson)
  Judith Ivanyi (Paint foreperson, Detroit crew)
  Kelsey LaPoint (Painter)
  Todd Clevenger (On-set painter)
  Peggy Johnson (On-set painter)
  Holly Ritchie (On-set painter, Miami crew)
  John Moraites (Labor foreperson, Detroit crew)
  Carla J. Huber (Scenic artist, Detroit crew)
  Roger Hinders (Scenic artist, Omaha crew)
  Craig Lee (Scenic artist, Omaha crew)
Costumes: Danny Glicker (Cost des)
  Michele K. Short (Asst cost des)
  Joyce Kogut (Cost supv)
  Kathleen Gratz (Cost)
  Megan Power (Cost)
  Hatsephi Kushma (Cost)
  Stacy Lauwers (Cost, Detroit crew)
  Brittany Pask (Cost, Detroit crew)
  Amy Julia Cheyfitz (Cost, Detroit crew)
  Carole Zacek (Cost, Omaha crew)
  Jeanne Marie Marlette (Cost, Omaha crew)
  Pauline R. Sanchez (Cost, Miami crew)
  Lynette Bernay (Cost, Miami crew)
  Emma Trenchard (Cost, Las Vegas crew)
  Erin Wright (Cost, Las Vegas crew)
  Alyssa Kim (On-set cost)
  Jody Felz (On-set cost, Miami crew)
  Jennifer Iizuka (On-set cost, Las Vegas crew)
  Fran Ellison (Seamstress)
  Sandra Davis (Seamstress)
  Deanna Zapico (Seamstress, Detroit crew)
  Randy Pine (Spacesuit tech)
Music: Rolfe Kent (Mus/Mus cond)
  Randall Poster (Mus supv)
  Rick Clark (Mus supv)
  Nick South (Mus ed)
  Tony Blondal (Orch)
  Atumusica (Mus preparation by)
  Stephen Coleman (Mus programmer)
  Dan Savant (Orch contractor)
  Greg Townley (Mus rec and mixed by)
  Larry Mah (Pro Tools op)
  Alistair South (Mus asst)
  Streisand Scoring Stage, Sony Pictures Sound (Mus rec at)
  Capitol Studios (Mus mixed at)
  Jim Dunbar (Mus coord)
  Rhino Records (Soundtrack album on)
Sound: Steven A. Morrow (Sd mixer)
  Craig Dollinger (Boom op)
  Jeff Erdmann (Utility sd tech)
  Michael Pisano (Utility sd tech, Miami crew)
  Aaron Grace (Utility sd tech, Las Vegas crew)
  John W. Demonaco (Utility sd, Detroit crew)
  Gregory H. Watkins (Re-rec mixer)
  J. Stanley Johnston (Re-rec mixer)
  Thomas J. O'Connell (ADR mixer)
  Rick Canelli (ADR rec)
  Perry Robertson (Supv sd ed)
  Scott Sanders (Supv sd ed)
  Barney Cabral (Supv ADR ed)
  Aynee O. Joujon-Roche (Sd ed)
  Trevor Metz (Sd ed)
  Frederick H. Stahly (Sd ed)
  Mandell Winter (Sd ed)
  Kevin A. Zimmerman (1st asst sd ed)
  Nick Neutra (Foley supv)
  Kyle Billingsley (Foley mixer)
  John Guentner (Foley mixer)
  James Bailey (Foley artist)
  Cynthia Merrill (Foley artist)
  Shelley Roden (Foley artist)
  Eric Flickinger (Mix tech)
  Tim LeBlanc (Mix tech)
  Brian Magerkurth (Mix tech)
  Warner Bros. Studio Facilities (Re-rec at)
  John W. Demonaco (Utility sd, Detroit crew)
Special Effects: William Dawson (Spec eff coord)
  Will Purcell (Spec eff foreperson)
  Barry L. McQueary (Spec eff foreperson)
  Roland Hathaway (Spec eff foreperson)
  Michael Clark (Spec eff tech)
  Morgan M. Rogers (Spec eff tech)
  Arthur G. Schlosser (Spec eff tech)
  Daniel Yeager (Spec eff tech)
  Dieter Sturm (Spec eff tech)
  Kenneth R. Coulman Jr. (Spec eff tech)
  Kenny Kondratko (Spec eff tech)
  Kurt Harris (Spec eff tech, Miami crew)
  Hammerhead (Visual eff)
  Lola Visual Effects (Visual eff)
  Jamie Dixon (Visual eff supv, Hammerhead)
  Edson Williams (Visual eff sup, Lola Visual Effects)
  Justin Jones (Visual eff co-supv, Hammerhead)
  Dan Chuba (Visual eff prod, Hammerhead)
  Thomas Nittmann (Visual eff prod, Lola Visual Effects)
  Ryan Zuttermeister (Assoc visual eff prod, Lola Visual Effects)
  Kelly Rae Kenan (Visual eff prod mgr, Hammerhead)
  Fatima Mojaddidy (Systems administrator, Hammerhead)
  Daniel Mellitz (Compositor, Hammerhead)
  Shira Mandel (Compositor, Hammerhead)
  Joel Merritt (Compositor, Hammerhead)
  Michael Kennedy (Compositor, Hammerhead)
  Seungyong Lee (Compositor, Hammerhead)
  Casey Allen (Inferno/Flame compositor, Lola Visual Effects)
  Brian Nugent (Inferno/Flame compositor, Lola Visual Effects)
  Trent Claus (Inferno/Flame compositor, Lola Visual Effects)
  Clark Parkhurst (Inferno/Flame compositor, Lola Visual Effects)
  Jeremiah Sweeny (Inferno/Flame compositor, Lola Visual Effects)
  Spencer Armajo (Inferno/Flame compositor, Lola Visual Effects)
  Kazuyoshi Yamagiwa (Inferno/Flame compositor, Lola Visual Effects)
  Rob Olsson (Inferno/Flame compositor, Lola Visual Effects)
  Michael Richmond (Inferno/Flame compositor, Lola Visual Effects)
  Chris Raiskup (Visual eff prod asst, Hammerhead)
  Isaac Lipstadt (Visual eff prod asst, Hammerhead)
  Will Barnes (Digital ed systems support)
  Nancy Jundi (Digital ed systems support)
  Shadowplay Studio (Main title des)
  Scarlet Letters (End crawl by)
Make Up: Jeffrey Lewis (Makeup dept head)
  Elisabeth Fry (Makeup dept head)
  Martha Brezany-Adams (Makeup artist)
  Lisa Kalz (Makeup artist)
  Kimberly Jones (Makeup artist, Detroit crew)
  Melanie Smith (Makeup artist, Omaha crew)
  Diane Maurno (Makeup artist, Miami crew)
  Katherine DiStefano (Makeup artist, Las Vegas crew)
  Bradley M. Look (Key makeup artist, Miami crew)
  Frances Mathias (Hair dept head)
  Natasha Allegro (Hairstylist)
  Ashley Dayley (Hairstylist)
  Jack McQueen (Hairstylist, Detroit crew)
  Michelle Miller (Hairstylist, Omaha crew)
  Carol Raskin (Hairstylist, Miami crew)
  Mary Crabtree (Hairstylist, Las Vegas crew)
  Waldo Sanchez (Hairstylist to Mr. Clooney)
Production Misc: Mindy Marin (Casting)
  Kara Lipson (Casting assoc)
  Joni Tackette (Loc casting)
  Jennifer Presser (Loc casting asst)
  Joanna Wende (Loc casting asst)
  Barbara Harris (Voice casting)
  Carrie Ray (Background casting, Detroit crew)
  Derek Ray (Background casting, Detroit crew)
  Lori Wyman (Background casting, Miami crew)
  Jorina King (Background casting, Las Vegas crew)
  Phyllis Karpinski (Background casting asst, Miami crew)
  Michael Beugg (Unit prod mgr)
  Samson Mucke (Asst unit prod mgr)
  Tracy Scott (Scr supv)
  John Latenser V (Supv loc mgr)
  Christina La Buzetta (Loc mgr, Miami crew)
  Ron Durham (Asst loc mgr)
  Josh Slates (Asst loc mgr)
  Sarah Goller (Asst loc mgr, Detroit crew)
  Nicholas Deroo (Asst loc mgr, Detroit crew)
  Jamie Vesay (Asst loc mgr, Omaha crew)
  Jennifer Radzikowski (Asst loc mgr, Miami crew)
  Susanne Ragnarsson (Asst loc mgr, Miami crew)
  Liliana Kondracki (Asst loc mgr, Miami crew)
  Eddie Fickett (Asst loc mgr, Las Vegas crew)
  Kaylene Carlson (Prod supv, Omaha crew)
  Elayne Schneiderman (Prod supv, Miami crew)
  Georgina Marquis (Prod coord)
  Sara Nicole Powell (Asst prod coord)
  Kristen Portanova (Asst prod coord)
  Jamie Leigh Dake (Asst prod coord, Detroit crew)
  Tracy Remmereid (Asst prod coord, Omaha crew)
  Lisa L. Martin (Asst prod coord, Miami crew)
  Amy Carrelli (Asst prod coord, Las Vegas crew)
  Katina A. Cross (Prod secy)
  Tara Plizga (Prod secy, Detroit crew)
  Julie Ann Grasso (Prod secy, Miami crew)
  April A. Janow (Prod accountant)
  Saj Jayasinghe (Deluxe account mgr)
  Joanie Selden (1st asst accountant)
  Candice Leclaire (2d asst accountant)
  Brett P. Smith (2d asst accountant)
  Vanessa Gibson (2d asst accountant, Detroit crew)
  Kelly Brett Stultz (Payroll accountant)
  Samantha Page (Accounting clerk)
  Trinity Tad Davis (Accounting clerk)
  Barry C. Vargas (Accounting clerk, Miami crew)
  Shannon Lugger (Prod asst)
  Eli Fowler (Prod asst)
  Molly Reinhardt (Prod asst)
  Dan Fulton (Prod asst)
  Matthew Baker (Prod asst)
  Jen Willis (Prod asst)
  Tom Holzhauer (Prod asst)
  Matthew Romano (Prod asst)
  Janie Papaccio (Prod asst)
  Marissa Crozier (Prod asst)
  Brandon T. Williams (Prod asst, Detroit crew)
  Rachel Dik (Prod asst, Detroit crew)
  Joseph Landry (Prod asst, Detroit crew)
  Katherine Nolff (Prod asst, Detroit crew)
  Jacquelyn Ryan (Prod asst, Detroit crew)
  Teresa Seina (Prod asst, Omaha crew)
  Chris Larkin (Prod asst, Omaha crew)
  Nicholas Rowley (Prod asst, Omaha crew)
  Cynthia Heller (Prod asst, Omaha crew)
  Chad Bishoff (Prod asst, Omaha crew)
  John Campbell (Prod asst, Omaha crew)
  Matthew D. Isgro (Prod asst, Omaha crew)
  Ivan Garcia (Prod asst, Miami crew)
  Gladys Simeon (Prod asst, Miami crew)
  Giovanni Rodriguez (Prod asst, Miami crew)
  Justin Dec (Prod asst, Miami crew)
  Michelle Mehn (Prod asst, Miami crew)
  Jose L. Branas (Prod asst, Miami crew)
  Trevor Schlieter (Prod asst, Miami crew)
  John Bonaccorse (Prod asst, Miami crew)
  Patty Harrigan (Prod asst, Miami crew)
  Doug Frye (Prod asst, Las Vegas crew)
  Sara Kate Brinkley (Prod asst, Las Vegas crew)
  Nicky Fuchs (Prod asst, Las Vegas crew)
  Nino Aldi (Prod asst, Las Vegas crew)
  Jesse Brooks (Prod asst, Las Vegas crew)
  Sheena Kipu (Prod asst, Las Vegas crew)
  Brian Merritt (Prod asst, Las Vegas crew)
  Erin Krozek (Asst to Mr. J. Reitman)
  Lauren Winchester (Asst to Mr. J. Reitman)
  Andrea Hirschegger (Asst to Mr. I. Reitman)
  Matt Kowalick (Asst to Mr. Dubiecki)
  Daniel Gartner (Asst to Mr. Dubiecki)
  Paul Santarelli (Asst to Mr. Clifford)
  Rachael Godfrey (Asst to Mr. Pollock)
  Karl Mefford (Asst to Mr. Medjuck)
  Amy Weinstein (Asst to Mr. Beugg)
  Angel McConnell (Asst to Mr. Clooney)
  Spooky Stevens (Unit pub)
  Cricket Vandover (Studio teacher)
  Robert W. Reimer (Studio teacher, Detroit crew)
  Jeffrey D. Hall (Medic)
  Michael Ries (Medic)
  Liz Wallace (Medic)
  Erin O'Brien (Medic, Detroit crew)
  Mike O'Brien (Medic, Detroit crew)
  Brian O'Leary (Medic, Omaha crew)
  Luis Sierra (Medic, Miami crew)
  Gina Meredith (Medic, Las Vegas crew)
  Deluxe Catering (Catering by)
  My Buddy's Catering (Catering by, Miami crew)
  Elizabeth Maxwell (Craft service)
  Bryan Meganck (Craft service, Detroit crew)
  Marc H. Katz (Craft service, Miami crew)
  Claudia D. Ambriz (Craft service, Las Vegas crew)
  Geno Hart (Transportation coord)
  Glenn Mathias (Transportation capt)
  Daniel Cowden (Transportation capt)
  John White Jr. (Transportation capt, Detroit crew)
  Billy Scoles (Transportation capt, Omaha crew)
  Ronald Lowe (Transportation capt, Miami crew)
  Everett Everett (Transportation capt, Las Vegas crew)
  Brian Moore (Transportation co-capt)
  Kirk Huston (Transportation co-capt)
  William Maquez (Transportation co-capt, Miami crew)
  Thomas McMurtry (Aerial pilot)
  Arthur Clayton Beall (Aerial pilot)
  Ricou Browning (Marine coord, Miami crew)
Stand In: Charles Croughwell (Stunt coord)
  Ricou Browning (Stunt coord)
  Anthony Molinari (Stunts)
  Alex Edlin (Stunts)
  Artie Malesci (Stunts)
  Gary Lowe (Stunts)
Color Personnel: EFILM (Digital intermediate)
  Natasha Leonnet (Colorist, EFILM)
  Loan Phan (Digital intermediate prod, EFILM)
  Philippe Majdalani (Digital intermedial asst prod, EFILM)
  Amy Pawlowski (Digital intermediate ed, EFILM)
  Chris Jensen (Col timing asst, EFILM)
  Dale Grahn (Deluxe Lab col timer)
  Bruce Fowler (Deluxe lab mgr asst)
MPAA Rating: R
Country: United States
Language: English

Music:
Songs: "This Land Is Your Land," written by Woody Guthrie, performed by Sharon Jones & The Dap-Kings, courtesy of Daptone Records; "Mood Indigo," written by Barney Bigard, Edward Ellington & Irwin Mills, performed by Thelonious Monk, courtesy of Concord Music Group; "Lonely in Love," written by Mateo Messina, performed by Jeff Babko, courtesy of Kind Music, Inc.; "Goin' Home," written & performed by Dan Auerbach, courtesy of Nonesuch Records, by arrangement with Warner Music Film & TV Licensing; "O.P.P.," written by Vincent Brown, Anthony Criss, Kier Gist, Berry Gordy, Jr., Alphonso Mizell, Frederick Perren & Deke Richards, performed by Naughty By Nature, courtesy of Tommy Boy Records, by arrangement with Warner Music Group Film & TC Licensing, contains a sample of "ABC," written by Berry Gordy, Jr., Alphonso Mizell, Frederick Perrin & Deke Richards, performed by Jackson 5, courtesy of Motown Records, under license from Universal Music Enterprises; "Good Times," written by Bernard Edwards & Nile Rodgers, performed by Chic, courtesy of Atlantic Recording Corp., by arrangement with Warner Music Film & TV Licensing; "Bust a Move," written by Matt Dike, Luther Rabb, Marvin Young & Jim Walters, performed by Young MC, courtesy of Delicious Vinyl; "Sign Your Name," written & performed by Sananda Maitreya, courtesy of Sony Music Entertainment (UK) Ltd., Columbia Records & The Columbia/Epic Label Group, a unit of Sony Music Entertainment, by arrangement with Sony Music Licensing; "Time After Time," written by Rob Hyman & Cyndi Lauper, performed by Anna Kendrick, courtesy of Pocket Songs; "Genova," written by Charles Wyatt & Matt Greenberg, performed by Charles Atlas, courtesy of Charles Atlas; "By Your Side," written by Cary Hudson, performed by Blue Mountain, courtesy of Broadmoor Records; "Hurtin' You," written & performed by Ben Kweller, courtesy of ATO Records; "Angel in the Snow," written & performed by Elliott Smith, courtesy of Kill Rock Stars; "Help Yourself," written by Bradley Grant Smith, performed by Sad Brad Smith; "Taken It All, " written by David Crosby & Graham Nash, performed by Crosby, Stills, Nash & Young, courtesy of Atlantic Recording Corp., by arrangement with Warner Music Group Film & TV Licensing; "Thank You Lord," written & performed by Roy Buchanan, courtesy of Universal Records, under license from Universal Music Enterprises; "The Snow Before Us," written by Charles Wyatt & Matt Greenberg, performed by Charles Atlas, courtesy of Audraglint Recordings; "Tickets to Life Theme," written by David Winer, courtesy of American Airlines, Inc.; "Up in the Air," written & performed by Kevin Renick, courtesy of Kevin Renick; "Be Yourself," written by Graham Nash & Terence Reid, performed by Graham Nash, courtesy of Graham Nash, by arrangement with Warner Music Group Film & TV Licensing.
Composer: Dan Auerbach
  Barney Bigard
  Vincent Brown
  Roy Buchanan
  Anthony Criss
  David Crosby
  Matt Dike
  Bernard Edwards
  Edward Ellington
  Kier Gist
  Berry Gordy, Jr.
  Matt Greenberg
  Woody Guthrie
  Cary Hudson
  Rob Hyman
  Ben Kweller
  Cyndi Lauper
  Sananda Maitreya
  Mateo Messina
  Irwin Mills
  Alphonso Mizell
  Graham Nash
  Frederick Perren
  Luther Rabb
  Terence Reid
  Kevin Renick
  Deke Richards
  Nile Rodgers
  Bradley Grant Smith
  Elliott Smith
  Jim Walters
  David Winer
  Charles Wyatt
  Marvin Young
Source Text: Based on the novel Up in the Air by Walter Kirn (New York, 2001).
Authors: Walter Kirn

Copyright Claimant Copyright Date Copyright Number
DW Studios L.L.C. and Cold Spring Pictures 0/0/2009 dd/mm/yyyy  

PCA NO: 45561
Physical Properties: Sd: Dolby Digital; dts; SDDS Sony Dynamic Digital Sound in selected theatres
  col: deluxe
  Lenses/Prints: Kodak Motion Picture Film

 
Genre: Comedy-drama
 
Subjects (Major): Airports
  Dismissal (Employment)
  Loneliness
  Love affairs
  Voyages and travel
 
Subjects (Minor): American Airlines
  Brothers and sisters
  Businessmen
  Chicago (IL)
  Churches
  Conventions (Gatherings)
  Dallas (TX)
  Deception
  Employer-employee relations
  Family relationships
  Financial crisis
  Frequent flyer programs
  Hilton Hotels
  Hotels
  Las Vegas (NV)
  Letters
  Miami (FL)
  Omaha (NE)
  Parties
  Photographs
  St. Louis (MO)
  San Francisco (CA)
  Suicide
  Telephones, Mobile
  Text messaging
  Video conferencing
  Weddings
  Wisconsin

Note: Following the opening credits, there are several brief scenes in which real people who have been terminated from their jobs express frustration and outrage to someone offscreen who has just told them that they have been dismissed. After the final terminated employee, played by actor Zach Galifianakis, reacts by pushing things off a desk, the scene opens up and it is revealed that he is with “Ryan Bingham” (George Clooney). Similar scenes of real people being terminated are woven throughout the film. At the end of the main story, there are brief interviews with some of the same people, who address the camera and explain how they have survived since losing their jobs. The interviewees variously describe their sense of loss, and acknowledge that the love and support of their families and friends have sustained them.
       The opening credits appear over aerial shots of the Midwestern United States, with most depicting farmland as if viewed from the window of an airplane. Throughout the film, locations are established by titles superimposed over aerial shots of each of the cities that Ryan visits. The end credits include a list of names and organizations that the producers wished to thank, including the states of Michigan and Missouri, American Airlines, Hilton Hotels, the Hertz Corporation and the Department of Homeland Security. The end credits also acknowledge that permission to include an audio clip of an NHL game was granted by the NHL Network. In a subplot of Up in the Air , there is a reference to a French movie that inspired Ryan's sister, "Julie" (Melanie Lynskey), and her fiancé (Danny McBride) to ask friends to photograph a cardboard cutout of the couple in various cities. The unnamed French film was Amélie (2001), in which a garden gnome is photographed throughout the world.
       A voice-over narration by Clooney begins with the words "To know me, you have to fly with me," which are the first words of Walter Kirn's novel Up in the Air . While the film follows the general tone of the novel, few of the incidents from the original were retained. The character of "Natalie Keener" (Anna Kendrick), featured prominently in the film, does not appear in the book, and the character of "Alex Goran" (Vera Farmiga) is different. In the novel, the last name of Alex's character is Brophy, rather than Goran; she is not married; she is insecure and addicted to pills; and it is Ryan who becomes disenchanted with their relationship. A minor, though significant plot difference between the novel and the film is that, in the novel, Ryan finally achieves his sought after 1,000,000 frequent flyer miles status, while in the film, he reaches the 10,000,000 mile level.
       The most significant difference between the film and the novel, which was written as a first person narrative, is the revelation at the end of the book that Ryan has been seriously ill and suffering from seizures. As Ryan's final flight lands, he relates that he will be driven by his sister "Kara" (Amy Morton in the film) to the Mayo clinic, where he has made an appointment with a specialist. The final line of the novel is "We're here." After the release of the film, some who had read the novel speculated that director and co-screenwriter Jason Reitman initially had planned to end the movie with Ryan's impending death.
       This assumption was based on two specific points within the film, as reported in the online article "Bingham vs. Cancer?" on Hollywood-Elsewhere.com: First, early in the movie, Ryan mistakenly assumes that a flight attendant is saying "Cancer," when she actually is asking if he wants a soft drink in a "can, sir." Second is the lengthy bit of dialogue in which Ryan expounds that "everyone dies alone." In answer to online speculation, Reitman gave an interview that was posted on the site Firstshowing.com. In the interview, Reitman stated that he "never shot a scene that suggested the character [Ryan] was dying" and that the "cancer" line was based on something that he himself had overheard on a plane.
       The film was in development for over eight years before its production. On 10 Aug 2001, DV and HR articles reported that Jay Roach would direct the adaptation of Kirn's recently published novel for Fox 2000 through his Everyman Pictures company. At that time, Michael McCullers was to act as the film's executive producer and, according to the articles, was considering adapting the novel himself.
       By early 2003, according to 16 Apr 2003 articles in DV and HR , Tom Pollock and Ivan Reitman's Montecito Picture Co., which was based at DreamWorks, had just purchased Sheldon Turner's "spec adaptation" of the novel for "$250,000 against $600,000" and Ivan Reitman was scheduled to direct. On 15 May 2008, DV and HR reported that Jason Reitman, Ivan's son, would write the screenplay but had not, as yet, signed on to direct the project. The DV article also speculated that the project would likely remain at DreamWorks, "where Montecito has a first-look deal." A DV article on 28 Aug 2008 confirmed that Clooney would star in the production which, by that time, would be directed by Jason Reitman. A 24 Nov 2008 article in DV reported that, following the departure of DreamWorks from the Paramount lot, the Up in the Air project was to be released by Paramount.
       That article, as well as many others that appeared during the film's marketing campaign, quoted Jason Reitman as saying that he had always had an interest in the novel but stopped working on an adaptation when he became involved in other projects, including Juno (2007, see above). In a LAT article on 16 Jan 2010, it was reported that Kirn himself had written an early draft of the screenplay. According to the LAT article, the final screenplay, credited on screen to both Turner and Reitman, was said by some sources to have retained "significant elements" originally developed by Turner, including the addition of a character similar to Natalie. However, in Turner's version, the character was male.
       Various newspaper articles in Dec 2009 reported that the break in the development of the project caused a reconsideration of how the subject matter was approached. Because the economy took a serious downturn in late 2008, the idea of a comedy about a highly paid "corporate downsizer" was no longer funny. According to a LAT article on 30 Nov 2009, because of high unemployment and bad economic news, Reitman decided to turn his script away from being "a satire about corporate downsizing."
       According to the pressbook, the LAT article and other sources, as Reitman was scouting locations in St. Louis and Detroit, where unemployment was particularly high, he came upon an idea for a change in tone. He then placed ads in the "Help Wanted" sections of local newspapers to recruit volunteers who had lost their jobs to appear in a documentary about job loss. Among the hundreds of persons who responded to the ads, more than twenty appeared in the released film, listed in the cast as "Terminated employees."
       A 21 Dec 2009 NYT article, as well as other sources, reported that American Airlines, Hilton Hotels and Hertz Corporation, which are featured prominently in the film, did not finance the production, nor did money for licensing fees exchange hands between the filmmakers and the corporations. However, all three companies participated in what is known as marketing partnerships, whereby companies offer free services to filmmakers in exchange for product placement, thus saving, as some sources speculated for Up in the Air , millions of dollars in production costs.
       According to the pressbook, Reitman decided that Ryan's carry-on suitcase, which signifies the character's philosophy in the film, should be a Travelpro because the director himself uses the same bag. In an interview in LAT on 13 Jan 2010, Reitman explained why there was a credit for "Spacesuit technician" on the released film. He related that, at one point, there was a fantasy scene in which Clooney was shown in a spacesuit, but the scene was cut.
       According to the pressbook, Up in the Air was the first film to be allowed to shoot at a TSA checkpoint. According to a 20 Dec LAT article on the film, to gain permission for the filming, Homeland Security insisted that actual TSA employees be used and cast and crew members working on the film were required to wear specially numbered badges to facilitate their travel through airport checkpoints. Among the more than fifty scenes set in airports and planes, Detroit Metropolitan Airport's new McNamara Terminal was the first location site, where filming took place for three days.
       According to an 8 Jun 2008 DV article, actor Adam Rose had been cast in Up in the Air , but he did not appear in the released film. Michele Reitman, who appeared as "Conference worker," is Jason Reitman's wife. Jason Bateman, J. K. Simmons and Cut Chemist had appeared in Reitman's previous picture, Juno (2007, see above), and Sam Elliott had appeared in Reitman's first feature, Thank You for Not Smoking (2005). Production designer Steve Sakland, director of photography Eric Steelberg and film editor Dana E. Glauberman also worked on Juno . Sakland, Glauberman and score composer Rolfe Kent also worked with Reitman on Thank You for Not Smoking .
       Up in the AIr was shot entirely on location. According to the pressbook, the production was based in St. Louis, where the company utilized an empty six-story building in the downtown area to shoot numerous office settings in various cities. In addition to St. Louis, Detroit, Miami, Las Vegas and Omaha were also used as locations. As the director stated in the pressbook, "We shot in five cities, but we were portraying twenty." Thus St. Louis also became the location for scenes set in places as diverse as Chicago and Dallas.
       Although a DV article on 31 Jul 2009 reported that Up in the Air would have its World Premiere at the Toronto International Film Festival, the film previously had shown on 5 Sep 2009 at the Telluride Film Festival, where trade paper critics reviewed it. The film opened to positive reviews. The HR critic compared Up in the Air to the best work of Preston Sturges and Billy Wilder and stated, “It's rare for a movie to be at once so biting and so moving."
       In addition to being selected as one of AFI's Movies of the Year for 2009, Up in the Air received Academy Award nominations in the following categories: Best Picture, Best Directing, Best Actor in a Leading Role (Clooney), Best Actress in a Supporting Role (Farmiga and Kendrick) and Best Adapted Screenplay (Sheldon Turner and Reitman). The film also received six Golden Globe nominations, the most for any 2009 release. Reitman and Turner won the award for Best Screenplay; other nominations included Best Motion Picture--Drama, Best Actor in a Motion Picture--Drama for Clooney, Best Performance by an Actress in a Supporting role in a Motion Picture for both Farmiga and Kendrick and Best Director for Reitman.
       Reitman received a nomination as Best Achievement in Direction of a Motion Picture by the DGA; he and Turner received the Best Adapted Screenplay award from both BAFTA and the WGA, as well as sharing with Kirn the USC Libraries Scripter Award for the year's best Book-to-Film Adaptation. Up in the Air was nominated for the Darryl F. Zanuck Producer of the Year Award in Theatrical Motion Pictures, and received three SAG award nominations: one for Clooney in the Outstanding Performance by a Male Actor in a Leading Role category, and one each for Farmiga and Kendrick in the Outstanding Performance by Female Actor in a Supporting Role category. Steve Saklad received a nomination from the Art Directors Guild for Excellence in Production Design. The picture was included on numerous "Best Films" lists and received Best Picture citations or awards from the National Board of Review, The Los Angeles Film Critics Association and the New York Film Critics Circle. Those organizations also named Clooney Best Actor of the year. 

Bibliographic Sources:   Date   Page
Daily Variety   10 Aug 2001   p. 1, 36.
Daily Variety   16 Apr 2003.   
Daily Variety   15 May 2008   p. 1.
Daily Variety   28 Aug 2008   p. 1, 8.
Daily Variety   8 Jun 2009.   
Daily Variety   31 Jul 2009.   
Daily Variety   17 Nov 2009.   
Hollywood Reporter   10 Aug 2001   p. 2, 43.
Hollywood Reporter   16 Apr 2003   p. 3, 28.
Hollywood Reporter   15 May 2008.   
Hollywood Reporter   6 Sep 2009.   
Los Angeles Times   14 Nov 2009.   
Los Angeles Times   30 Nov 2009   Calendar, p. 1.
Los Angeles Times   4 Dec 2009   Calendar, p. 1.
Los Angeles Times   20 Dec 2009.   
Los Angeles Times   13 Jan 2010   The Envelope, pp. 20-22.
Los Angeles Times   16 Jan 2010   Calendar, p. 1, 16.
New York Times   4 Dec 2009.   
New York Times   21 Dec 2009.   
Variety   6 Sep 2009.   
Variety   14 Sep 2009   p. 32, 38.

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