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HIT AND RUN

Casting The Characters
Shepard plays Charlie Bronson - a former getaway driver in a bank robbery gone wrong, who was forced into a witness protection program after testifying against his best friend and accomplice. Charlie now lives a peaceful existence in a small Central California town with his girlfriend, Annie Bean. But when Annie receives the offer of a lifetime to head a college department in her field at a university in Los Angeles, Charlie, unwilling to allow Annie to lose out on the opportunity by remaining in hiding with him, decides to leave witness protection and drive her to L.A. himself.

HIT & RUN Production Notes Page 6 "Charlie is willing to put himself through the ringer for someone else," says Shepard. "It's ultimately a very selfless sacrifice he makes, and the power of that is huge. It makes him a very, very sympathetic character. Just the simple fact of how many active hurdles he has to jump over to make another human being happy ends up making him very likeable."

But what really makes Charlie engaging to watch - and be with for an hour and a half - is his unique kindness and warmth towards whoever he is around - something uncommon in most getaway drivers. "I tried to write what I think is a sector of men you don't really see in movies - a kind of highly communicative, yet also traditional male, who's maybe stupidly testosterone-driven at times, yet willing to admit he's wrong." Adds Palmer, "He's sweet, he's lovable, he's kind and supportive to his girlfriend, but he's also a bad-ass. He knows how to rip a gun apart, he builds cars, he robs banks, but at the same time, he's a very sensitive guy. And it takes a great actor to be able to play all those things and pull it off."

Charlie is also courageously honest. "Dax writes what people are thinking but probably don't want to say," says Panay. "And he's able to say it in a way that feels like he's supposed to be saying it, even though he probably shouldn't. He knows how to speak honestly about real situations, but inject them with a bent of comedy."

"That's one of my own pet peeves," the actor notes. "I'm not opposed to the confrontation. It doesn't scare me. So if I dislike something, I don't mind saying it and having that awkward conversation. That doesn't bother me, but I think that's hard for a lot of people."

He has plenty of opportunity to do so with Annie, played by Shepard's real-life fiance, KRISTEN BELL. "Annie is a pacifist, someone who believes in the intuitive, intrinsic goodness of human beings. She trusts everyone," Shepard explains. "She never forecasts doom, and nothing's fatalistic with her. Whereas Charlie grew up around wolves and thinks everyone's got an angle. And she's the opposite of that. And I think that combination makes for a good dynamic couple."

Bell agrees. "Annie grew up in a small town, is very secure in what she thinks about life. She's very much a pacifist, and she very much wants to make a difference. She falls in love with this wonderful man, who she's been dating for a year, but then is offered her dream job and has to choose between this man, with whom she wants to have a life and a future, and her career dream."

She's also, as Bell puts it, "a goody goody." "She's got a degree in non-violent conflict resolution. So the challenge for me was how to make this girl be a goody goody and a little bit annoying, but still someone who's open and available to putting all points of view on the table and looking at them."

"Dax writes women well," notes Tuck. "Women who've watched the film really enjoy her character, because she's multi-layered. She's very smart and very intuitive, and someone Charlie learns a great deal from in the story. Which is great, because Charlie himself truly knows who he is, but still finds he can learn something from her."

The character has another quality that's unique to her in the film. "Annie has a way about her - she's so peaceful and beautiful - that is just incredibly disarming and wonderful," Palmer says. Tom Arnold's character,

HIT & RUN Production Notes Page 7 Randy, for example, flummoxed from having just run his van off the road, can't help but stop in his tracks and congratulate Annie on her new job. "Everybody just gets caught like a deer in the headlights."

Writing for his sweetheart couldn't have been easier - not just because Shepard knows her so well, but because of Bell's skills as an actor. "There's no one that is easier to write for than Kristen, because she has almost zero limits as an actor. Anything that you write, she can deliver, and that's really awesome. I can write that she cries seconds after making a great joke, and she makes it happen." Notes Palmer, "And when she cries, it's real. She cries a number of times in the movie, and she's so talented as an actress, she's just able to go there."

Shepard, of course, not only wrote for Bell, but also directed her - risky in any movie biz relationship. "Me directing Kristen could've really gone one of two ways, one terrible and the other perfect - and it happened to go absolutely perfect," Shepard says. "It was the most joyous experience I think we've had as a couple, because we were together 24 hours a day for two months, and it was heaven."

Having two seasoned pros doing scenes together also made for an efficient shooting schedule. "She became an enormous asset while shooting a movie with no time in the budget," Shepard notes. "We had a very tiny window to complete the movie - half our schedule was car chases - and that meant we had to make up some ground during the emotional narrative stuff. Some actors don't heat up until the eighth take, and then there are actors who it ain't gonna get better than Take 3. And she is so consistent and so quickly delivers what you're looking for that it made the whole production work very efficiently."

The relationship made knowing what her director needed shooting scenes a breeze, Bell says. "Because we had talked about it so much, I knew what he wanted from each scene, as well as why he wanted it. It ultimately came down to trust, because I trusted his vision, and I really wanted to see his vision executed. Plus, I was so proud of him - I loved watching him bring that vision to life. He was so cute as a director! And a good kisser, on top of that."

While on the surface, HIT & RUN is a car chase movie, at its core is the amazing relationship between Charlie and Annie, something that mesmerizes audiences from the opening scene to the last. It's hard not to want them to succeed - they're just too great together to not be.

"That relationship is what really carries this movie," says David Palmer. "I remember when I first read the script, I called him and said, 'Oh, my God - this is an homage to Kristen. This is a love story.' It's not just a car chase comedy - it's a romantic car chase comedy."

"That was the big surprise," Shepard says. "I thought I was making a dude's movie - it's car chases, there's fist fights, there's tons of blood, there's raunchy comedy. And after screenings, women were coming up to me going, 'This film, it touched me so much.'" The sentimentality of the film is too hard to deny, even amongst the high speed action. "It's really weirdly romantic. 'Cause at the end of the day, it's a guy fighting his ass off to give the girl he loves what she wants, and that's something that women connect with."

The connection audiences have with the intimacy of the two characters is actually born out of the real-life relationship between Shepard and Bell. "It's quite genuine," says Palmer. "You are really peering into their lives, and that's why it's so engaging to watch."

HIT & RUN Production Notes Page 8 The film opens with the couple waking in bed, talking warmly, Charlie ably calming his mate as she struggles with her anxieties about her job. "That opening scene, where we're lying in bed talking, that's what we do in real life," Bell says. "The camera just became irrelevant." Notes Shepard, "That scene lays a foundation of reality - this is very much how we communicate, this is who we are as a couple in real life, and it frees us up to explore some other themes. It generates love for them from the audience - it makes them want the two of them to stay together no matter what."

The couple, who celebrate their fifth anniversary together in September 2012, spent their first year and a half dealing with the very same issues that Charlie and Annie work through onscreen. "It's a metaphor for what Kristen and I went through when we were first dating," Shepard explains. "We had come from drastically different backgrounds - I had a dodgy past, a little on the scandalous side." Recalls Bell, "I had a hard time swallowing a lot of the things that Dax told me - a lot of, 'You did what??'"

"I wanted their stuff to be the stuff Kristen and I really wrestled with as a couple," Shepard says. "I wanted my character's defects to be my own real character defects." Panay observes, "Their relationship is at the core of the movie. It's the thing that grounds the film, and it's what keeps it pumping. It's the heartbeat, uncovering the true relationship of a couple, the good and the bad."

Audiences relate in a big way, to both the difficulties and to the loving way the two characters relate with each other. "Those moments are so real," says Nate Tuck. "People watch them and think, 'I want to have that conversation with somebody who I love.' Women watch that first scene and say, 'I want to be that girl in bed - I want my man to talk to me the way that Dax is talking to Kristen.' Every woman wants to be talked to by their man like that."

Charlie has another core relationship in the film - this one more of the goofy variety, in the form of TOM ARNOLD as a U.S. Marshal who - in name only - is there to protect Charlie within the witness protection program. Though it is often unclear who's protecting whom.

Shepard and Arnold have been the best of friends since Arnold's 2003 appearance on Punk'd. "I played Ashton Kutcher's neighbor, and Dax was interviewing people to be Ashton's assistant. It was a crazy, fun day, and we hit it off right away," the actor recalls.

Last year, he received a call from his buddy. "He called me from wherever he was writing the script and said, 'Oh, my God, I wrote this hilarious scene for you,' and he explained it. I didn't quite understand it, but he was laughing, so I knew it would be funny."

His character, Randy, arrives onscreen in an explosion of comedy, as he drives his van to Charlie's house, spilling coffee all over himself, then chasing after his vehicle when it takes off without him (the keyword here is "parking brake," Randy. . . ), as he angrily fires his gun trying to stop it.

"Writers often mistakenly write for Tom as stupid, which is not the direction for him," says Shepard. "It's too simple - he's not stupid, he's very, very intelligent." One thing Arnold is, though, is emotional: he wears his emotions on his sleeve - and apparently the rest of his shirt. "I've known Tom a long time, and I've found him to be the funniest and most entertaining when he is embarrassed and gets defensive about it. It's when he's most

HIT & RUN Production Notes Page 9 endearing. So my goal was to get him in an embarrassed, defensive state as quickly as possible in each scene. There's nothing funnier than watching someone be embarrassed and insecure, and he plays that like no one else."

Notes Palmer, "Tom is a brilliant guy in real life. But he has an intensity and need to move and be active and to not settle, and I think those were things he was able to draw on and bring into this character. Dax knows Tom really well - it wasn't a big stretch."

Randy is a bumbling, nervous slob of a guy - "He's a loveable mess," says pal Dax. As Arnold explains, "I knew I was going to have to spill something on myself and have a problem with it, and I knew we were filming somewhere where it was, like, 110 degrees. So anything less than a sloppy, messy guy wouldn't have worked. Maybe that's how Dax sees me, too, I don't know. I knew I'd be running and shooting a gun, and it would be dusty. So instead of trying to hide those things, which is what I usually do, I thought I would just go for it and let it be just as pathetic as possible."

Giving someone like Randy a badge and a handgun is very dangerous - and very funny. "He is the last person you want to have a handgun," Shepard says. "Plus, this is a car chase movie, and he's a terrible driver. There's just something very funny about a guy who can barely walk ten feet without screwing up. But he's so loveable, you just want to root for him."

In performing his duties, it often becomes unclear whether Randy is there to look after Charlie, or vice versa - it is often Charlie who is seen calming the flustered Randy down and making sure he's okay. "Randy clearly crosses the line between subject and friend," Shepard explains. "I researched witness protection programs - remember, the marshals have to live in these shitty towns, too. It's almost as if they're in witness protection, along with their charge. They had a life, too. And they don't pick their best guys for this duty. So Randy's pretty lonely. And it's important to have a character you pull for, not just someone who's there for comic relief."

The relationship, like Charlie's and Annie's, reflects Shepard's and Arnold's in real life. "It's actually the same way they are in real life," says Palmer. "What you see onscreen really mirrors the way they are together as friends." Shepard agrees. "He was supposed to be supporting me in a personal issue a number of years ago - and at some point I realized I was supporting him! And I was best man at his wedding, and it was my job to get him there - and that was a big job - and getting him to write his vows in time. That's very much our relationship. I think I may have captured ours more accurately than mine and Kristen's!"

Charlie's nemesis in HIT & RUN is Alex Dmitri, a cool, but violent, former bank robber, now, thanks to a tip from Annie's ex, Gil (Michael Rosenbaum), hot on the trail of his former accomplice. Besides wanting his share of the money - which Charlie stashed somewhere on his father's ranch - Dmitri wants revenge for Charlie's having turned state's evidence, in return for witness protection - something he was forced to do to avoid the prosecution of his ex-girlfriend, Neve Tatum (played to nasty perfection by the stunning JOY BRYANT, Shepard's Parenthood co-star). There are also a few other things he wants to square away with Charlie. . .

Playing the dreadlocked hooligan is none other than BRADLEY COOPER - another close friend of Shepard's, who also appeared in Brother's Justice. "I wrote everybody else based on their own personality - except Bradley. He's nothing like this guy." The director wanted to stay away from the typical bad guy character, and

HIT & RUN Production Notes Page 10 knew Cooper could pull off what he was seeking. "I don't like the archetypal or generic bad guy - they're boring. So I thought it would be cool if the biggest star in the movie happens to be the bad guy, because you're naturally going to be interested in him. And Cooper is just simply fascinating to watch as an actor - and he's a total stud."

Cooper plays the character in a manner which, at first, makes him seem like a cool cat, but one quickly learns why he was leader of the pack. At a market, observing an enormous body builder purchasing cheap bagged dog food for a pit bull he spotted outside, Dmitri goes from simple chiding for feeding the dog what he deems as poor sustenance to effortlessly giving the giant a beating and taking his dog.

"Dax brings him in with a big punch," says David Palmer. "He really wanted to define this character early and put some fear in us. This guy seems so sweet, but he's a dangerous trip wire that can go off at any time." Panay agrees. "The way Bradley plays him, you know that at any moment, if things don't go right, he can snap and things can become a little hairy," not an easy thing to portray. "That's not the type of role you can just give to any actor," says Shepard. "Cooper was the one person I had access to that could do that and really pull it off."

The actor also came up with the unusual look for Dmitri - who, despite his Russian background, wears a headful of dreadlocks. "Anything the big cat wants, he can have. If Bradley Cooper comes and does your movie, he can wear a clown wig if he wants. I gave him carte blanche."

Important to Shepard was that the two had an obvious history together. "I think the most important part of Cooper's character in the story is how close he was to Charlie," he explains. "I think what makes that relationship dynamic is that they legitimately loved each other as friends at one time, but had this regrettable event that broke them apart. And you can see it in both our faces, particularly Cooper's."

The biggest source of Dmitri's anger at Charlie is eventually revealed: that he was abused by a bigger animal while serving his time in jail. . . . you know, that way. The result of Dmitri spilling the beans on the subject is an unforgettable discussion the two have while driving in a carload of people, becoming more and more convoluted - and more hysterical - the longer it goes on.

"What makes it funny is that Charlie is clearly trying to take away some of the pain of what Alex has gone through," says Shepard. "But everything he says makes it worse and worse and worse - every avenue he takes gets him deeper into the pain of what happened. He's just trying to help."

The idea for the hilarious scene - constructed in Shepard's typically skillful manner, like many such scenes in the film - came from a real conversation he and Nate Tuck had after watching an episode of HBO's Hookers at the Point. "There was a guy who was fresh out of prison who paid for oral sex from a female, yet was expressing a desire to be with men while receiving this," Shepard explains. "Nate and I were so confused by this that we had a very long conversation about just what happens in prison. Was this a product of that experience, or is he just confused? Who would we want to be raped by if we were in prison? And does it make you gay if that happens to you? It was a screwy, honest conversation of own our curiosity how all that stuff shakes out of prison - and that's what I put in this conversation between Charlie and Alex."

Such mindless banter appears to be the norm in the Shepard household, according to the lady of the house. "These are conversations that I hear him having with his buddies all the time. I'm sitting there going, 'I can't believe

HIT & RUN Production Notes Page 11 they're still debating this.' And almost every single conversation in the movie is a real conversation I've had to listen to - they really took place."

Another is based on a real conversation she and Shepard had, in which Annie objects to Charlie's use of the word "fag" ("Nitrous is for fags," he tells an admirer of his car's engine) when describing something he considers lame. "We have had that discussion, and we both have been pretty fiery about our own points of view," Bell says.

Shepard's comment is more on the way men use language with each other - using sometimes coarse verbiage to drive home a point, rather than being verbose. "He's saying men don't use it as slander, it's just a simple choice of words, be they politically correct or not," notes Andrew Panay. "All Dax is commenting on is what the reality is - and which he isn't afraid to say - which is, 'This is why I'm saying what I say. I don't mean it like it sounds, I mean it like this. Is it the 'right' way to say it? I don't know, but my intent is positive.' His comedy is never mean-spired - it's actually the opposite. It's funny, and it has a sweetness to it, which is true to who he is. And people get that when they watch these scenes in the film."

In case anyone should have any concerns of homophobia on the star's part, not to worry. "He and Kristen have been engaged for a year, but have said publicly that they won't get married until their friends can, too," David Palmer says of his pal, the co-host (with Bell) of a good many rallies in support of gay marriage. "My analogy," says Shepard, "is if we were our current age in the 60s and we lived in the segregated South, we wouldn't host our birthday party at the front of the bus if half our friends were black, who the law said couldn't attend. So likewise, we're not going to invite friends to a wedding that they can't have themselves."

One such friend is actor JESS ROWLAND, who plays a local police officer named Terry. Another 12-year friend of Shepard's from the Groundlings, Rowland lauds his pal's non-stereotypical, non-flamboyant portrayal of gays in the film. "Dax's writing is honest and respectful about homosexuality, which is one of the reasons it works." In one scene, Terry and his female police partner (played by Shepard's real-life sister, Carly Hatter) discuss whether or not Randy might, in fact, be gay. "In the scene, she objects to the possibility, because Randy looks to be about 50 - he's 'too old' to be gay. And Terry responds wryly, 'We don't grow out of it.' There's just great beats in there, which are really honest and true."

The question of Randy's orientation comes about through the use of a fictional iPhone app called "Pouncer." Palmer recalls, "Jess once told Dax about a similar, real app which enables gay men to spot other gays easily (who have that same app) and network or introduce themselves." Shepard notes, "We had another friend who was not out of the closet, and Jess said, 'Do you know so-and-so's on (this app)? I saw them on it the other day.' We just thought it was amazing, using technology like that. So I decided to use that in the movie."

It turns out that when Terry stops a speeding Randy (is 100 mph speeding?), it fires off his Pouncer app - because Randy has the very same app on his own iPhone, which Terry realizes and takes as an opportunity to "back him up" one day. So has Randy indeed "switched teams?" "To be honest, I don't think Randy was on any team," Arnold comments. "He's probably in love with Charlie, but didn't know it. I think he's just putting his foot in the water with this Pouncer thing - he's fairly new to coming to deciding who he really is, instead of just being a lonely HIT & RUN Production Notes Page 12 fat guy. He's weird enough, and then to have this bit of romance or whatever was kind of a nice thing for him. Besides, Dax writing that in there for me is probably where he sees our relationship going in the future."

Terry, in the film, is the brother of Annie's ex-boyfriend, Gil, played by another close friend and Brother's Justice alum, MICHAEL ROSENBAUM. "Dax called me and said, 'Hey, I'm shooting this feature - we're going to race cars and we're going to hang out,'" the actor recalls. "I said, 'Cool, I'm in.'" Gil, apparently not quite over Annie and ferociously both jealous and fearful of Charlie, looks for any chance he can to lure her back with sleazy, yuppified innuendo, always resulting in a sour response from Annie. In a yet worse, vain attempt at winning her back, he figures out Charlie's real name and contacts Alex Dmitri, hoping to free Annie from her "criminal boyfriend's" clutches, but only making things far worse for everyone.

"He's just really in love with this girl, and he really thinks he has a chance of getting her back," Rosenbaum explains. "In his delusional mind, he's waiting for this other guy, Charlie, to fail, and at the same time, he's right there, in case something does happen."

Part of Gil's makeup, his "hook lines" he attempts with Annie, leave the audience both scratching their heads and laughing out loud. For example, when she returns to their former house to retrieve her teaching certificate, he arrives at the door shirtless - he was wearing one just a moment before - and asks, "Do you want to go to the couch and process while I get your belongings?" "We're in the car, after getting away from Charlie, and I ask her, 'Do you want a warm meal?' Who says that?!" Rosenbaum laughs.

"I wanted Gil to be a huge source of comedy," says Shepard, "and Rosenbaum is so funny and has a great ability to make pretty broad stuff believable. You never want to have so archetypal a douchebag that the audience wonders, 'Wait a minute - why on Earth was Annie ever with this guy?' That was a hard line to walk, and only Michael could play it in a way that's both believable and ridiculous at the same time."

On the surface, Gil appears to be just the type of man that would appeal to someone like Annie. "He's handsome, a guy in a small town who's successful, and he's head over heels in love with her," Shepard explains.

So what is it about Charlie that Annie can't pass up? "Gil is everything she should need - on paper - except what's inside," Andrew Panay notes. "Charlie is not only intelligent, but he's warm, he's truthful, and he's true - he can calm her. From the start, with Gil, coming to do the door without his shirt on, he's not an honest guy. He's seemingly honest, but he's not really." Besides, says Shepard, "The goody goody always wants approval of the bad guy. Annie knows how to make a professor happy - but does she know how to make the bad guy happy? It's the old thing about how opposites attract."

HIT & RUN is rife with opportunities for cameos - mostly pulled from Dax and Kristen's Rolodex, of course. "We called our friends, people we respected, and asked them, 'Do you want to come mess around for a few days on our little movie?'" Bell recalls. "They all said yes, which was pretty overwhelming."

One of Bell's own closest friends, actress and singer KRISTIN CHENOWETH, plays Annie's boss at the local college, Debby Kreeger, who informs her of the opportunity in Los Angeles - and fires her to make sure she takes it. "We wanted a character that was so opposite of Annie, to show her by example of what will happen if she doesn't take action and leave this small town," Bell explains.

HIT & RUN Production Notes Page 13 Shepard welcomed her appearance. "She's an older version of Kristen, which was perfect - it's fun to watch the two of them together, because they really are almost identical. If anything ever happened between Chenoweth and me, I don't think I'd be blamed," he grins.

DAVID KOECHNER plays a redneck who, after questioning Charlie about the engine under his car's hood, later returns to steal the power plant, leaving Charlie and Annie without their greatest ally - at least temporarily. "I called him and said, 'You're probably going to like this one. It is a redneck,'" Shepard recalls. "He's such a sweet guy, he would show up and play anything. And he's hysterical."

JASON BATEMAN makes a surprise appearance as a U.S. Marshall towards the end of the film. "He and Kristen worked together on Couples Retreat, and they became friends. I asked him if he would do our film, and he just said, 'Tell me where and when.' That was a huge gift for us. It's such a great little treat, when audiences hear his voice first and then realize who it is."

Comic actor SEAN HAYES can be seen briefly during the final credit sequence, as Annie's new boss at the university in Los Angeles. "She opens the door, and he's just finished blowing a few bong hits," describes David Palmer. "The whole office is filled with smoke."

Playing Charlie's father, Clint Perkins, is veteran BEAU BRIDGES. "He's the only one in the cast I didn't know," says Shepard. "It was a little scary to direct him - I have so much respect for him."

Clint, not having seen his son since before he went into witness protection, greets Charlie with a punch in the face upon seeing him, Dmitri and the entire lot at his front door when they come to retrieve the bank loot hidden in his field. "He's got to accomplish a lot in a short amount of time - he punches the hero of the movie, and then we still want to know why he's upset, and we still like him. Very few actors could have pulled that off. We had him for a day, and it was so cool to have him on set."

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