For Hilary Duff, Raise Your Voice provided her an opportunity to play her most adult and complex role to date. "I really wanted to play a character that was different from anything I've done before," says Duff. "The story has some really happy parts, but there are also dramatic moments where Terri is struggling with everything in her life. It's a continuous growing experience for my character in the film."

During the course of the movie, Terri Fletcher must overcome the many challenges in her life. "Terri is torn between her desire to be a good daughter and the overpowering calling of her music," says screenwriter Sam Schreiber. "Her character is revealed through the decisions she makes during the hardest time of her life. If she's going to make it in her new environment, she has to learn to open up and express her feelings."

"Terri is a sweet and normal girl, but she has an extreme talent for songwriting," adds Hilary Duff. "She lives with her family in a small town in Arizona and works at her family's restaurant. Her father has never been very open-minded about letting her pursue her dream of being a singer, so she's kind of torn throughout the whole movie."

With Duff committed to star, the filmmakers began casting the many crucial supporting roles in the film. "Once we knew we were going forward with Hilary, we wanted to surround her with a strong supporting cast to balance out the film," says director Sean McNamara. "We all felt that one of the most important elements of casting this film was finding the right combination of actors to play Terri's close family unit."

The first role to be cast was that of Terri's fun-loving, outspoken brother Paul. Always one to bend the rules, Paul's tumultuous relationship with his overbearing father is a constant source of tension in the Fletcher household. Despite the often uncomfortable dynamic, the strong bond between Paul and Terri propels him to secretly help his sister get accepted into Bristol-Hillman's summer music program.

The filmmakers chose Jason Ritter, currently seen co-starring in the hit CBS drama "Joan of Arcadia," to fill the role.

"I thought the role of Paul was a great part that sets the entire film into motion," says Ritter. "I absolutely connected with the character, who basically is a guy that believes in following your passion in life. He's not cynical like his father and feels that if you put yourself out there and fail, at least you know that you've tried your best."

When Terri expresses her desire to attend a summer music program, it is met with strong opposition from her uncompromising father, Simon. The owner of a local family diner where Terri works summers as a waitress, Simon is a no- nonsense father whose stringent rules threaten to keep Terri from leaving her small town.

For veteran actor David Keith, being cast in the role was something that hit very close to home. "When I first read the script it really resonated with me because I have a two-year-old daughter and I don't want to be the kind of father that Simon Fletcher is in this film," laughs Keith. "I can sympathize with the character because as a parent, one of the hardest things is letting your child venture out on their own. Simon loves his kids very much, but at the same time he doesn't want anybody to be successful where he failed."

While Simon is insensitive to Terri's pleas, she finds a sympathetic ear in her mother Francis. Played by Rita Wilson, Francis is the peacemaker left with the difficult task of holding her family together in the aftermath of a tragic loss.

"I really liked the script because it has something positive to say," notes Wilson. "This story shows that although there is adversity in life, it can be overcome. Francis' relationship with her husband is at a tenuous point after experiencing their loss. They handle their grief very differently, which is causing them to go in separate directions because Simon is in denial while Frances ultimately knows they have to move on and let their daughter venture out into the world."

While Simon is very conservative, his sister Nina is a free-spirited former hippie, whose open-mindedness is a source of contention between them. Played by Rebecca De Mornay, Nina pushes Terri to explore her passion for music. Overwhelmed with her struggles deeply to come to terms with all the complex feelings she is experiencing, Terri loses her desire to attend Bristol-Hillman until Nina steps in and devises a plan for Terri to secretly attend the music program.

Once at Bristol-Hillman in Los Angeles, Terri encounters a whole new world that moves much faster than what she experiences in Arizona. She also finds the classically-trained students to be very competitive and far more advanced in their musical studies. One student who lends a helping hand is Jay, played by Oliver James (What a Girl Wants). A tough student with a checkered past, Jay swiftly becomes the object of Terri's growing admiration and affection.

"When Jay first meets Terri, she's had a hard day and is locked out of the dorms," says Oliver James. "All she wants to do is get in and he's kind of barring the door and messing around with her. He obviously thinks he's quite cool and believes he's turning on the charm. Jay's had a tough life, but in Terri he finds someone who has also faced some difficult times in her life."

One student at Bristol-Hillman who doesn't take kindly to Terri's burgeoning friendship with Jay is the beautiful, ultra-confident Robin, played by Lauren C. Mayhew. A sassy young diva-in-training, Robin doesn't miss an opportunity to taunt Terri during their classes together. Mayhew, former front woman for pop quartet PYT (Sony Music), liked the idea of playing a character who isn't very nice.

"I thought Robin would be a fun character to play, because she has a real edge to her," says Mayhew. "Robin is Terri's nemesis throughout the entire film and basically just an obstacle she must overcome. It's fun because I get to be a little wild in trying to seduce my ex-boyfriend."

Terri's dorm mate at Bristol-Hillman is Denise, played by Dana Davis. Initially wary of her, Denise slowly becomes a great ally for Terri. "Denise is a little uptight and intensely focused on her musical passion, which is the violin," says Davis. "Terri helps her to loosen up a bit, and as the film progresses they develop a great friendship."

"In casting this film it was vital that in addition to being good at their craft, each actor had to be able to play a musical instrument," says producer David Brookwell. "Dana Davis is a great actress and a wonderful violinist."

Another cast member with a strong musical background is Kat Dennings, who takes on the role of Sloane, a complete introvert who rarely expresses herself outside of her highly gifted musical talent for playing the piano.

"Sloane is a feral pianist who is pretty much a recluse," explains Dennings. "She doesn't really want to talk to anyone because she doesn't know what to say and just puts all of her repressed feelings into her music. When Terri comes along, she helps Sloane come out of her shell and her whole world changes."

"I wanted the Sloane character to be kind of deadpan, yet beautiful," says director McNamara. "In the script she is a self-taught, incredible piano player, and Kat Dennings possessed all those qualities. She also can give you this great poker face and yet still be riveting at the same time."

Although she prefers to keep to herself, Sloane can't escape her fellow student Kiwi's unusual courtship. A loud and proud spiked-hair drummer played by Johnny Lewis, Kiwi spends his days dropping beats in an effort to win her affection.

"Kiwi is an offbeat kind of character," admits Johnny Lewis. "He quickly becomes infatuated with Sloane, who is dark and mysterious, which is a direct contrast to Kiwi's hyper, over-the-top kind of energy. It's a really fun role to play because the character was pretty loosely written in the script, which gives me some freedom to do different things with it."

"Kiwi is the comic relief in this movie," says director McNamara. "There is some very serious subject matter in the story, so I need the audience to laugh once in awhile. I wanted someone who was so naturally funny that he didn't need a script, and when Johnny Lewis walked into the room after months of casting, he made us laugh and found humor in every single scene he read."

The final piece of the puzzle for the filmmakers was casting the role of Mr. Torvald, every female's favorite teacher at Bristol-Hillman. Mr. Torvald also proves to be a major source of inspiration and guidance for Terri.

The filmmakers cast John Corbett in the pivotal role. "I thought I was a little too old to be in a teen movie, but when I finished the script I thought it could be a great little movie," says Corbett. "Mr. Torvald really enjoys teaching the kids and is sort of a big kid himself. He's also pretty observant and recognizes that Terri is a diamond in the rough, so he gives her a little extra attention and she starts to shine a little brighter."

"Throughout the movie Terri bonds with Mr. Torvald and he finds out why she is bummed out," explains Hilary Duff. "He teaches her how to take all of the emotions she's feeling from these life-changing experiences and put them into her writing and singing."

Raise Your Voice began principal photography in January 2004 in Los Angeles. The mood on the set was buoyant, thanks, in part, to the boundless energy of Hilary Duff, whose busy schedule and flourishing singing career kept her doing double duty for most of the film.

"This film was so much fun because most of the cast members were around my age," says Duff. "It was a little tough at the beginning of production, because I was going into the music studio at night and playing concerts out of town on the weekends. I'm a bit of a workaholic, and I like that crazy busy lifestyle because it's such a rush."

"You instantly know when Hilary walks on set because she has this infectious smile that just lights up the room," says producer David Brookwell. "I don't know how she does it, because she would leave our set and go work on her music for three or four more hours. She plays concerts on the weekends, but she always shows up on set with a great attitude and is ready to go."

A key factor in helping the filmmakers pull off the shoot was finding a practical location that could play both the exterior and interior of the fictitious Bristol-Hillman Music Conservatory.

This search led the filmmakers to the Clark Residence, a historic Victorian/Gothic building located on the outskirts of downtown Los Angeles. Built in 1897 and listed on the Los Angeles Historical Society's registry, the building was originally a YWCA for pioneers in the silver mining industry.

"The location for the Bristol-Hillman school had to be very special and much like a character in the film," says producer Sara Risher. "We were so lucky that we found this building."

"The Clark Residence was our first and most important location, and as soon as Sean and I saw the building we knew we had struck gold," says production designer Joe Garrity. "In my design concept, the shape of many of the musical instruments cried out for a building with historic integrity. It was also a bonus that it was located in downtown Los Angeles and had a fantastic rooftop view of the city skyline."

For Hilary Duff, shooting at the Bristol-Hillman set was a memorable experience. "One of my favorite scenes to shoot was at the music school with John Corbett," recalls Duff. "Terri is rehearsing and Mr. Torvald does all these funny things to try and make her loosen up because she's so nervous. It wasn't in the script, but all of a sudden John makes me lift my chin up, grabs me around my waist and starts making me flap my arms like wings. He is so incredibly creative and you always have to be ready for anything when you're in a scene with him."

For Corbett, the feeling was mutual about his young co-star. "Hilary's got some acting chops," says Corbett. "I watched a scene with Hilary and Rita Wilson in which Hilary is dealing with losing a loved one and the feelings that come along with that experience. I'm not usually a sucker for those kinds of scenes, but I really got drawn into their performance because it was so real. She is also very smart and handles all the responsibilities that come with the territory better than most adults twice her age."

The heartfelt moment also hit a soft spot with director McNamara. "I've never shot a scene that actually made me cry while I was shooting it," admits the director. "I could see the camera and everybody standing around, but Hilary played it with such authenticity that when I turned around from behind the monitors everyone I could see was choked up. It really was a magnificent moment."

In the film, Terri's personal struggles keep her from mastering the difficult arrangements and compositions taught at the advanced musical program. For Hilary Duff, whose solo debut album "Metamorphosis" has sold over 4.8 million copies worldwide, making a film that combined her two passions was a dream come true.

"Terri's more of a songwriter than a singer and I'm more of a singer than a songwriter," reveals Duff. "I really enjoyed making this film because it's a good mix of acting and singing. Everybody always asks me ÔIf you had to choose between singing and acting, what would you choose?' It's so hard to choose because in films you get to create different characters and the process is a lot of fun. With music it's all about yourself and is so personal because you're on stage in front of thousands of people, which gives you an incredible rush. With Raise Your Voice it's great because I get to do both."

Although the role required Duff to sing and perform, the young actress had to make sure her musical performances during Terri's first days at the music program left room for improvement. "It was kind of weird, because as a singer you're always trying to nail whatever your singing and its kind of strange to get up in front of people and not sing as well as I can," laughs Duff.

Another role reversal for Duff was shooting a concert scene - not as a performer, but as a fan - at a Three Days Grace concert Terri attends with her brother Paul early in the film.

"It's Paul's last night before leaving to go to college and he's been grounded by his father," explains Jason Ritter. "Three Days Grace is one of his favorite bands and Terri gets tickets and sneaks him out of the house. We have a great time at the show and end up in front by the stage."

"It was so much fun shooting the concert scene and the band was really great," smiles Hilary Duff. "I don't ever get to attend concerts so it was a lot of fun to be in the middle of a mosh pit. In the scene, Paul lifts me up and I have a moment with the lead singer before I fall back and do a little crowd surfing, which was a little scary, but a cool feeling."

In the film, Terri starts to blossom under the tutelage of the Mr. Torvald, who looks like he's stepped straight out of the pages of Rolling Stone. The look of the character was due in large part to the input of John Corbett.

"I wanted to make this character fun for the kids," says Corbett. "The great thing about a movie like this is that you can come in with ideas and hopefully the filmmakers will be open to them. When you visualize a teacher at a prestigious music academy, most people see a guy wearing a button-down oxford and bowtie with some khakis and penny loafers. I could have played it that way, but I saw him more like a guy with a little bit of rock-and-roll to him. I came to my first wardrobe fitting with my long hair, beard and leather pants, but Sean McNamara was really open to changing the look of the character."

As Mr. Torvald begins to instill more self-confidence in Terri, her world begins to open up and she decides to team up with Jay for their final performance that determines the winner of the school's $10,000 scholarship. The partnership leads to a budding romance between the two students.

"There is definitely an initial attraction between Jay and Terri," says Oliver James, who portrays Jay. "They just kind of exchange glances for a while, but it's not until they start collaborating together that they finally start talking to each other and realize they have quite a lot in common."

With the production shooting in predominately chronological order, the filmmakers were ecstatic that a strong natural chemistry was developing between the two young actors.

"It worked out perfectly because we shot most of the scenes with Hilary and Oliver toward the end of the schedule, which gave them a little bit of time to get to know each other and feel comfortable," says Sean McNamara. "By the end of the shoot the two of them had grown to be good friends."

For Duff, her most challenging role to date was an experience that she hopes will leave a lasting impression with audiences. "I think a lot of people will be able to relate to this film," says Duff. "At Bristol-Hillman there are a lot of different types of kids who all come together with their own distinctive style and talent. I hope the film inspires people to go out and live their dreams because anything can happen when you really set your mind to it."

When production wrapped in late February 2004 in Los Angeles, director McNamara reflected on the magnificent journey he had shared with his cast and crew.

"I'm very proud of all the actors for going to those really raw, honest places that allowed me to capture real moments between real people," says McNamara. "Everyone on this crew touched this film in some way and if we've done our job right, the film will be honest and heartfelt with some good laughs along the way. I hope people walk away having laughed and cried while enjoying all the wonderful music and acting in the film."

The director concludes, "Most importantly, I want kids to leave the theater having been inspired. I was really fortunate growing up that my mother let me play in a rock band and I just fell in love with music. I want people to see this film and say ÔI could learn to play the guitar, the drums, the piano, the saxophone or any musical instrument,' because I think if there's music in your life there's happiness in your life."