SYNOPSIS
"The Dust Factory" is an adventure about the love and friendship between two teenagers who help each other through a difficult time in their lives.

Ryan Flynn (Ryan Kelley) is a wondrous young boy who hasn't spoken since witnessing his father's death at the age of nine. Even though his world is silent, Ryan, now thirteen, has formed a unique bond with his best friend Rocky (Michael Angarano), his mom Angie (Kim Myers) and his step-father Lionel (Peter Horton). They all respect the world he lives in, never treat him as though he's different, and encourage him to find the things in his life that he enjoys.

It seemed like any other summer day. Ryan and Rocky have taken off for a day of fishing at the lake nearby. With Ryan on in-line skates and Rocky on his bike, they race to their favorite fishing spot. The shortcut to the lake is over an old rickety bridge that Rocky is always hesitant to take. Ryan, on the other hand, races across. Tragically, the rotted wood gives way, and Ryan falls into the water below. Underwater, Ryan has been knocked unconscious and is magically transported to a fantasy realm known as The Dust Factory. A place Ryan will soon find mirrors his fear of mortality.

As Ryan swims to shore, Rocky is nowhere to be found. He rushes home to find the house he grew up in quiet, his mom absent, and his grandfather sitting quietly in his bedroom. They speak, which surprises both of them. Grandpa Randolph (Armin Mueller-Stahl) has been suffering from Alzheimer's and hasn't spoken a word in years. This sparks curiosity in Ryan. Where is he? Is he dead? The young boy who hasn't said a word in years is now having a conversation with the grandfather he hardly knows and thought he had lost forever.

What follows for Ryan is a journey of courage, and it is built on dreams.
In this strange yet familiar world, Ryan meets Melanie (Hayden Panettiere), a precocious young beauty, who steals his heart. Together they embark on an adventure where they confront their fears and develop a friendship built on trust and love.

Melanie explains this enchanted new world to Ryan and introduces him to The Dust Factory: A big top where attempting a triple flip from the trapeze can send him back to the life he left behind--a life of uncertainty and fear. Ryan finds himself caught between "taking the leap" and staying in The Dust Factory with its endless days and the comfort of an unchanging landscape.

For awhile, The Dust Factory seems to be the perfect fit. Melanie and Ryan teach one another to dance and laugh again, both finding a renewed joy in life. Ryan also spends time with his grandfather, who imparts his wisdom and knowledge to help Ryan make the right decisions for his own young life. Ryan, Melanie, and Grandpa all have different experiences to share with one another, and they are all in a place, somewhere between heaven and earth, with a very important decision to make. Ultimately, they all need to face the challenge of finding their way home.

ABOUT THE CAST

ARMIN MUELLER-STAHL (Grandpa Randolph)
Nominated for an Academy Award® in 1997 for his portrayal as David Helfgott's father in "Shine," Armin Mueller-Stahl stars as Grandpa Randolph. One of Germany's leading actors, Mueller-Stahl is also a familiar face in American cinema, having starred in such films as "Jacob the Liar," "Avalon," "Kafka," "Night on Earth," "The House of the Spirits," "The Game," "The Peacemaker," "The Thirteenth Floor" and "Music Box." For television, Mueller-Stahl has appeared on "The X-Files" and in William Friedkin's production of "12 Angry Men."

HAYDEN PANETTIERE (Melanie)
Hayden Panettiere portrays Melanie, the love interest of Ryan Flynn, who travels with him through the magical world of "The Dust Factory." Panettiere's most recent film credits include "Raising Helen" opposite Kate Hudson and the soon to be released "Racing Stripes," a live-action/animated project in which Hayden portrays a determined and uniquely talented young female jockey. Other film credits include: "Remember the Titans," opposite Denzel Washington, "Joe Somebody," "Dinosaur," and "A Bug's Life." Her television credits include, "Normal," opposite Jessica Lange and Tom Wilkinson for HBO and "Ally McBeal." Panettiere is also a former cast member of the daytime television drama "Guiding Light."

In August, Hayden starred in "Tiger Cruise," a dramatic story based on the true events of September 11th which debuted to rave reviews on The Disney Channel. She recently completed production on the feature film, "Ice Princess" in the role of a competitive ice skater which will be released in late 2004 by Disney Studios.. In addition to the regular rigors of filming, Hayden studied for several weeks to accurately learn the art of ice skating in order to bring authenticity to her role.

RYAN KELLEY (Ryan Flynn)
Newcomer Ryan Kelley plays the lead role of Ryan Flynn. Kelley was most recently seen in the critically acclaimed film, "Mean Creek" and was also in the HBO Project Greenlight feature "Stolen Summer," with Bonnie Hunt and Aidan Quinn. Other featured appearances include the film "Roommates," starring D.B. Sweeney, Peter Falk and Julianne Moore, the WB television series "Smallville" and the CBS television series "Early Edition."

MICHAEL ANGARANO (Rocky)
Michael Angarano portrays Rocky, Ryan's best friend and protector. On television, Angarano currently has a recurring role as Elliott on "Will & Grace." He has also appeared in the feature films "Almost Famous," "Little Secrets," "Music of the Heart" starring Meryl Streep, as well as "Seabiscuit," starring Tobey Maguire and Chris Cooper. He is currently in production on the feature film, "Sky High" with Kurt Russell and Kelly Preston for Touchstone and Disney Studios scheduled for release in 2005.

KIM MYERS (Angie Flynn)
Kim Myers plays Ryan's mother, Angie. Myers' can be seen in the upcoming feature film, "Serenity" for Universal Pictures and has past film credits that include "Letters From A Killer," "Hellraiser: Bloodline," "In The Mood," "White Palace," "Nightmare on Elm Street II," and "The Triangle" for Rod Lurie. Myers' notable television appearances include "Six Feet Under," "Seinfeld," "JAG," "Threat Matrix," "The Pretender," and "The Agency."

PETER HORTON (Lionel)
Peter Horton plays Ryan's stepfather, Lionel. Horton is best known for his role as Peter on the hit television series "thirtysomething." Horton's additional credits include "The Geena Davis Show," "From the Earth to the Moon," "Into Thin Air" and Wim Wender's "The End of Violence."

CAST BIOS

HAYDEN PANETTIERE (Melanie)
Veteran actress Hayden Panettiere has an impressive resume of feature film, television, animation and commercial credits that have made her name synonymous with rising star.

Most recently, Hayden was seen in "Raising Helen," opposite Kate Hudson and directed by Garry Marshall. In addition, she starred in "Tiger Cruise," a dramatic story based on the true events of September 11th. "Tiger Cruise" debuted in August to rave reviews on The Disney Channel.
She has also completed a starring role in the highly-anticipated film "Racing Stripes," a live-action/animated project in which Hayden portrays a determined and uniquely talented young female jockey. "Racing Stripes," due for release in January 2005 by Warner Bros. Studios will also feature the voices of a stellar list of talent, including Dustin Hoffman.
She has completed the role of a competitive ice skater in "Ice Princess" for Disney Studios, to be released later in 2004. In addition to the regular rigors of filming, Hayden studied for several weeks to accurately learn the art of ice skating in order to bring authenticity to her role. She has also filmed a role as a young woman caught between earth and heaven in "The Dust Factory," which will be released by MGM Studios in the Fall.

Hayden's film, "Normal" opposite Jessica Lange and Tom Wilkinson and directed by Jane Anderson for HBO, premiered at the 2003 Sundance Film Festival. Hayden surprised and delighted audiences by joining the cast of the award winning TV series, "Ally McBeal", as Ally's fiery and precocious long-lost daughter. Her spitfire characters in both, the recent film, "Joe Somebody" as Tim Allen's daughter, and the riveting female lead in the much acclaimed story, "Remember the Titans" in which she co-starred with Denzel Washington, have established her a unique talent. Her portrayal of a young Jeanne, played by Hilary Swank, in "The Affair of the Necklace" is a cameo performance of depth beyond her years.

Hayden's other film credits include "Message In a Bottle" with Kevin Costner and "Object of My Affection" with Jennifer Aniston. Her television experience extends from her Hollywood Reporter's nomination for Best Young Actress in a Daytime Series, for her portrayal of Lizzie Spaulding on "Guiding Light", and a role as an abused child on "Law and Order SVU", to the miniseries, "Too Rich: The Secret Life of Doris Duke" where Hayden played the distraught young Doris opposite Lauren Bacall and "If you Believe", as the magical and intuitive inner-child of Ally Walker for Lifetime. She also guest-starred on "Touched by an Angel" as a cancer patient opposite Sheri Stringfield and had a guest lead role as an eccentric teenager on "Malcolm in the Middle."

Her voice is recognizable as her face! She starred in the delightful animated feature, "A Bug's Life", as Princess Dot. Her work for "A Bug's Life Read-A-Long" garnered her a Grammy nomination for Best Spoken Word Album, as well as a nomination for The Hollywood Reporter's "Young Star Award" for Best Young Voiceover Talent. She is also the voice of Suri in Disney's, "Dinosaurs."

Recently, Hayden made her singing debut performing in public on the USS Intrepid in front of a live audience at the premiere of "Tiger Cruise."
In addition to being one of the foremost gifted young actresses of her generation, Hayden is an accomplished gymnast and dancer, enjoys singing, equestrian, volleyball, and is now trying her hand in surfing.

RYAN KELLEY (Ryan Flynn)
Since playing the lead role opposite Hayden Panettiere in The Dust Factory, Ryan has completed a lead role in the independent film "Mean Creek" with Rory Culkin and Trevor Morgan. Ryan appeared in a major role in the first Project Greenlight movie, "Stolen Summer" produced by HBO/Miramax. Ryan's other movie credits include a lead role in "Stray Dogs" and a supporting role in "Charming Billy." Ryan's first movie success came in 1995 as "Mo" in "Roommates," an Interscope/Disney film with D. B. Sweeney, Peter Falk and Julianne Moore.

The Hollywood Reporter named Ryan Kelley on their "Ones to Watch" list, placing him with a select group of young actors who are expected to draw more attention with upcoming feature film work, as well as primetime network television exposure. The recognition followed Ryan's acclaimed appearance as "Ryan," a recurring character who can read other people's minds on The WB's hit show "Smallville." In fact, Ryan's character is the only role in the show's history who knows Clark Kent's true identity. Ryan has also previously guest starred on the CBS series "Early Edition."

MICHAEL ANGARANO (Rocky)
Michael was born and raised in the New York area. He started his career at the early age of five, which has earned him an extensive list of film and television credits. Originating as a New York City Ford Model, Michael's career flourished into film and television. Due to the large number of projects he is involved in, he and his entire family relocated to California. Michael has played a wide variety of characters, as his feature film history shows. Most recently, Michael was seen in Cameron Crowe's movie "Almost Famous." Set in the `70s, Michael plays the younger version of the main character, William Miller, a teenage music fan who is inspired by the bands of the time and lands himself a magazine assignment to interview and follow a new band. Another of his dramatic portrayed characters was as Meryl Streep's son in "Music of the Heart." As always, Michael dedicated himself to the film, learning how to play a violin for his role.

This spring, "Little Secrets" will be released. This is Michael's latest film, starring alongside Evan Rachel Wood and David Gallagher as "Phillip." "Little Secrets" is a sweet and admirable story about loyalties and friendships. Other films he's acted in have included the lead for "Baby Huey's Great Easter Adventure," and the lead in Hallmark's "Edgar & The Magic Crayon." He also has had roles in the films "The Extreme Adventures of Super Dave," "For Richer or Poorer" and "I'm Not Rappaport," along with two independent films "River Red," and "Childhood's End."

Michael's television credits include his work on "Cover Me," a critically-acclaimed show which aired on the USA Network. If you were to ask someone what was most striking about the show, they probably would tell you it was the incredible performance of its young star. "Cover Me," which is based on the true life of an FBI family, gave Michael an opportunity to show us his diversity as his character changes depending on which situation the undercover work puts him in. Other credits include guest starring roles on "The Pretenders," and "Seven Days." He's also had lead roles in "Late Bloomers" and "My Brothers Keeper," plus a recurring role on "Another World." "Will & Grace" is where Michael can presently be seen on television. He signed on with the cast as a series regular this past fall. Michael, who plays Jack's (Sean Hayes) son Elliott, comes into the series as a 12-year-old boy who has spent several years searching for his real dad.

In spite of his very busy acting career, Michael maintains a remarkably normal life. He attends a private High School and is a starter on the school's soccer team. When he's not acting or going to school, Michael loves to play sports, hang out with his friends, go to movies, and all other regular kid activities. Coming from New York, his favorite teams are bound to be from there also! His favorites are the Mets, Knicks, Jets, and Devils. Michael is part of a large family which he remains very close to, even being 3000 miles away.

ABOUT THE FILMMAKERS

ERIC SMALL (Director/Screenwriter/Producer)
Eric Small makes his directorial debut with "The Dust Factory." Small's first writing project, "Blue Blazes" was awarded the Gold Medal for Best Screenplay at Worldfest, Houston's International Film Competition. Small's film credits include "Maximum Risk" and "Rubicon." He is the Co-Creator and Executive Producer of the Emmy-nominated and WGA award winning Showtime Original Series, "Penn & Teller: B.S.!" He is currently in production on the feature length boxing documentary, "The Distance."
Small is a graduate of UCLA with a degree in Theater, Film and Television.

ERIKA LOCKRIDGE (Executive Producer)
Erika Lockridge is the executive producer of "The Dust Factory" and president of Bahr Productions. As a child growing up in Europe, she made movie theaters her second home. "American movies were like a slice of Heaven," and Erika went to them all.

After a career in business, Lockridge now tackles her biggest project to date: making a movie. Telling a good story is the goal and Lockridge plans to make "The Dust Factory" one of those ambitious independent films that sticks to your heart like a great memory that lasts and lasts.

TANI COHEN (Producer)
"The Dust Factory" is produced by Tani Cohen. She is currently in production on the feature length boxing documentary, "The Distance," as well as serving as consulting producer on the independent film, "Living 'til the End," which makes its premiere at the Hampton's Film Festival in October 2004.

Many festivals have recognized Cohen's work as an independent film producer. Three of her projects have screened in competition at the Sundance Film Festival - "Inside Monkey Zetterland," starring Patricia Arquette and Sofia Coppola, "Egg Salad," starring Helen Shaver and "Guinevere," starring Stephen Rea and Sarah Polley where she supervised production.

Additionally, Cohen produced "The Souler Opposite," starring Christopher Meloni which was featured at the AFI Film Festival and co-produced "How to Kill Your Neighbor's Dog," starring Robin Wright Penn and Kenneth Branagh, which screened at the Toronto International Film Festival.
Cohen also co-produced the films "Replicant," starring Jean Claude Van Damme and "Forever Lulu," starring Melanie Griffith and Patrick Swayze.
Cohen's television producing credits include the Showtime Original Feature "Snow In August," starring Stephen Rea and Lolita Davidovich which was nominated for three Daytime Emmy Awards, including Best Children's Special, in 2002.

She also served as the producer of "Septuplets" and "An American Town" starring Jonathan Taylor Thomas for 20th Century Fox Television. Cohen started her career running Brian de Palma's Fetch Productions. The feature films "Scarface" and "Body Double" were produced during her tenure there.

STEPHEN M. KATZ (Director of Photography)
Stephen Katz studied design and photography at the California Institute of Arts and at Art Center College of Design. In the early 1970's Katz was on his way to New York to open a photography studio when he was asked to shoot an independent film being produced by Jonathan Demme. Ten years later, Katz had firmly established himself as a cinematographer of such cult classics as "Switchblade Sisters," "Pom Pom Girls" and "Kentucky Fried Movie." Since then, Katz has filmed more than fifty film, television, and cable productions including Arthur Miller's "The American Clock," Marsha Norman's "Night Mother," James Agee's "Death in the Family," "The Blues Brothers," starring John Belushi and Dan Aykroyd, and the Academy Award®-winning "Gods & Monsters," starring Ian McKellen and Brendan Fraser for director Bill Condon.

Most recently, Mr. Katz shot "Her Majesty," which is currently in release and "Paradise" for director Frank Pierson.

MIMI GRAMATKY (Production Designer)
Mimi Gramatky was nominated for an Emmy for her work on the television mini-series, "An Inconvenient Woman." She also served as the Art Director for the television series "Miami Vice." Gramatky's other television credits include "VIP," "Chance of a Lifetime," "Sweethearts" and "The Christmas Box."

RITA RIGGS (Costume Designer)
The legendary Rita Riggs has over 40 years of experience in costume design for film and television. She began her career in film working as an apprentice to Edith Head on such Alfred Hitchcock classics as "Psycho," "The Birds" and "Marnie." She has designed costumes for over 1,000 hours of television including "All in the Family," "Maude," "Sanford and Son," "The Last Outlaw" and "Broadway Bound." Her film credits include "Jackson," "A Thing Called Love," "Texasville," "An Officer and a Gentleman," "Mr. North," "Bite the Bullet," "Cinderella Liberty" and "Electra Glide in Blue." In 2003, Rita was awarded a Career Achievement Award from the Costume Designers Guild.

LUIS ENRIQUEZ BACALOV (Composer)
Born in Buenos Aires, Bacalov travelled as a young musician until finally making Italy his home. He has composed for directors the world over, among them the Italian film icon Federico Fellini. In 1996, Bacalov won the Academy Award® for Best Music, Original Dramatic Score, for the highly acclaimed "Il Postino." He was also nominated for an Academy Award® in 1967 for his work on the film "Il Vangelo Secondo Matteo."

GLENN FARR (Editor)
Glenn Farr began his editing career working on rock 'n roll documentaries featuring The Rolling Stones, Credence Clearwater Revival and Elvis. Moving into feature films, he cut his teeth with directors Paul Mazursky and John Avildsen. Since then, Farr has collaborated with many other talented directors including Wolfgang Peterson, Garry Marshall, Philip Kaufman, Wes Craven and Uli Edel.

Farr won the Academy Award® for Best Editing for "The Right Stuff." That same year he was nominated for an ACE Award. Mr. Farr's editing credits include "Johnson County War," "Nothing In Common," "Norma Jean & Marilyn," "The Serpent & the Rainbow," "This is Elvis" and "Fatso."

MARY JO SLATER (Casting Director)
The versatile Mary Jo Slater has been nominated for casting awards for feature films, television and Broadway plays. Her film credits include "The Contender," "Reasonable Doubt," "12 Angry Men" and "Star Trek VI." Slater's Broadway credits include "Singin' in the Rain," "The Three Musketeers" and "Bring Back Birdie." In 1986, she won a CSA Artios Award for her work on the daytime drama "One Life to Live."

THE COMPUTERCAFE aka CAFE EFFECTS (Special Effects)
Highlighted on Entertainment Weekly's "IT List," owners David Ebner and Jeff Barnes have made a name for themselves for their extraordinary digital effects on such features as "Panic Room," "The One," "Spy Kids 2" and "Armageddon," as well as on numerous music videos and national television spots. Currently they are working on Robert Rodriguez's new film "Sin City." Their studio client list includes Columbia Pictures, Universal Studios, Miramax, Paramount and Walt Disney Pictures.

ABOUT THE PRODUCTION

"The Dust Factory" is Eric Small's directorial debut. Drawing on the imagination of his childhood, Small has created a world of exploration and adventure. This collaboration began when Executive Producer Erika Lockridge first read the script.

"I have read many of Eric's scripts, but this one was special. I just felt that it was one of the most honest stories he has written," said Lockridge. Erika had been looking for a first project for her newly formed production company, Bahr Productions, and this script was the beginning of it all.

"It was exactly the kind of film that I was looking to make," added Lockridge. "The story meshed with my philosophy of life. The idea of adults offering hope and mentorship is incredibly valuable. It is an essential part of the pursuit for quality of life. In this way the story is timeless."

Producer Tani Cohen felt similarly. "I fell in love with the script. It was such a beautiful story and wonderfully written. I loved the world of 'The Dust Factory.' It was unlike anything I had read before, so as a producer, I found this project extremely challenging - and I love a challenge."

"What makes this film special is that it's bold and daring - and I like that. This film deals with issues that are relevant and important. It has a heart," said Cohen.

"This story is told in a voice that speaks to audiences of all ages. At one point or another, we are all in 'The Dust Factory'-- making choices that will resonate with us for the rest of our lives," adds Lockridge.

Cohen praises Small's open-hearted commitment to the film. "He brought everything to this project - his imagination and his childhood memories of what life and death meant to him, and his determination to bring this story to life. He had a very clear vision of what he wanted to achieve and it's all up there on the screen."

"The Dust Factory" boasts a diverse and highly talented cast. Academy Award®-nominee Armin Mueller-Stahl plays Grandpa Randolph and fast-rising newcomers Hayden Panettiere and Ryan Kelley portray Melanie and Ryan, respectively.

Casting this film was so important because we needed to capture the innocence and emotion of these characters. Remembers Small, "Mary Jo Slater cast the picture and did an excellent job."

"When we were considering actors for the grandfather role, I always thought of Armin Mueller-Stahl as the choice that felt like the best fit," said Small. Executive Producer, Erika Lockridge, was also a big fan of his work, as they both were raised in Germany.

Mary Jo sent Armin's agent the script with an offer. Armin wasn't looking for another project and had been turning down work when the script arrived. Something about the script must have resonated with him because not long after, he asked to meet with Lockridge and Small. After a long conversation which included a generous exchange of ideas, Armin found comfort in the collaboration and expressed interest in starring in the film.

Next, it was time to cast the two leads. Mary Jo mounted an intensive search that spanned across the country and found many talented young actors to choose from.

"Ryan Kelley, who was in town from Chicago, auditioned and quickly became one of my favorites. Hayden Panettiere put herself on tape in New York and her audition struck a chord. By the time she made it out to Los Angeles for an audition, Ryan had already returned to Chicago and I didn't want to cast the two child leads without seeing their chemistry together. Fortuitously, Hayden was filming "Normal" for HBO just outside of Chicago, so we got Ryan and Hayden to go on tape together," said Small.

Cohen adds, "The casting of the film was a collective effort between Eric, Erika, Mary Jo and myself, but the final decision to cast Ryan Kelley and Hayden Panettiere was definitely Eric's."

As the field narrowed to just a few choices, Small was torn between two sets of actors. "I stayed up all night burning out my VCR watching casting tapes, until the decision suddenly became very clear. Some choices just sneak up on you like that. We made the calls to Ryan and Hayden…and never looked back."

The strength of the three main characters is enforced by a strong supporting cast. Michael Angarano plays Rocky, Ryan's protector and best friend who never lets Ryan's lack of speech be an obstacle in their friendship.

Kim Myers portrays Angie, Ryan's mother and everyone's "favorite mom on the block." She keeps Ryan involved in the world of friends and family, and when he is in The Dust Factory, her love is a powerful reminder of the life he left behind.

Peter Horton is Lionel, Ryan's step-father, who is not only patient with Ryan, but encourages Angie to let go and give Ryan the freedom to experience his own adventures.

"The Dust Factory" was shot against the extraordinary backdrop of the Pacific Northwest. Oregon and Washington offered spectacular locations, all of which complimented the story and the director's vision. Added Small, "We chose to film in Oregon because the beauty and grandeur of the Northwest brought to life the creative richness of Ryan's imagination."

The production team was comprised of a number of industry veterans. "Working with this crew was very satisfying," says Small. "We were fortunate to have many seasoned professionals on the picture. I had heard of age discrimination in Hollywood, but I never believed in this approach. I have always felt that when I directed my first picture I wanted as many talented, experienced and creative people as possible working as a team…and age tends to be a prerequisite of experience and wisdom."

Lockridge adds, "We tried to live the story we were telling, and I think many people carried this experience on to their next job."

As the production team became one big happy family, there were many touching occasions off-camera as well. Lockridge explains, "There were so many special moments as we shot this film. I remember Armin telling Ryan and Hayden stories, making their eyes glow as he shared his experiences."

One particularly tender memory for the cast and crew was when costume designer, Rita Riggs, brought her 100 year old father on location. Seven months after "The Dust Factory" completed filming, J. Almus Riggs passed on. "Dad took the big leap," Rita said. "In open air, by his crypt, we celebrated his life with picnic baskets, champagne and a bluegrass band - like a scene right out of 'The Dust Factory.' I loved the movie, it's beautiful. And that's what it's all about, isn't it?"

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