USA FILM FESTIVAL

the 39th annual

advance program schedule

Automorphosis

Jennifer Aniston and Steve Zahn in

Management

Joe Sedelmaier

Imitation of Life

M. Emmet Walsh in

Don McKay

DALLAS, TEXAS

Thomas Haden Church

PROGRAM INFORMATION - 214.821.FILM

advance tickets available through Ticketmaster

April 29 - May 3, 2009

Paul WilliamsMorgan Freeman and William H. Macy in

The Maiden Heist

Angelika Film Center - Dallas

Sita Sings the Blues

Ray LiottaBrian Cox

Battle for Terra

Godard's

Made in U.S.A.

Juanita MooreRoberto Sneider

Phantom of the Paradise

Larry BlamireAristomenis TsirbasStephen BelberLaura KightlingerRoger Nygard

USA Film Festival6116 N. Central Expwy.Suite 105Dallas, TX 75206

PHANTOM OF THE PARADISE

(1974)

TRIBUTE TO PAUL WILLIAMS

Wednesday, April 29 7:00pm

35TH ANNIVERSARY SCREENINGDIGITALLY REMASTERED PRINT

The feature film screening will be preceded by a film clip compilation tribute and special sneak-preview of a work-in-progress portrait of Paul Williams by filmmaker Stephen Kessler.

Rock and roll goes hand-in-hand with death and betrayal in Brian DePalma’s visionary 1974 cult classic that pays tribute to everythingfrom

The Phantom of the Opera

and Faust to

The Twilight Zone

(RodSerling contributes the opening narration) and the films of AlfredHitchcock. Legendary actor and composer Paul Williams -- whoseextraordinary songs spoof almost every genre of pop music -- starsas the villainous Swan, a super-successful music impresario lookingfor the perfect song to open his new nightclub, the Paradise. Hesteals a Faust cantata from hapless songwriter Winslow (WilliamFinley) and gives it to awful hit-makers The Juicy Fruits. But whena scarred Winslow haunts the Paradise as the Phantom, he forcesSwan to allow the beautiful Phoenix (cult icon Jessica Harper, star of

Suspiria

Stardust Memories

and

Shock Treatment

) to sing it. Canthe Phantom wrest Phoenix’s soul from Swan’s clutches, or will theircontract in blood last as long as all three stay alive? A one-of-a-kind mix of comedy, horror, satire and incredibly catchy pop songs,

Phantom of the Paradise

remains, on its 35th anniversary, one of themost outrageous and daring screen musicals ever made. AcademyAward nominated for its song score and filmed partly in Dallas featur-ing familiar landmarks the Majestic Theatre (the Paradise club) andthe Old Red Courthouse (Swan’s mansion). 92 mins.

Paul Williamsin attendance.

Special thanks to our friends at charlieuniformtango for their assis- tance with the tribute program.

THE YELLOW HANDKERCHIEF

Wednesday, April 29 7:00pm

William Hurt delivers a captivating performance as ex-con BrettHanson, just released from prison following a six-year stint formanslaughter and having difficulty reconciling his troubled past.Brett crosses paths with lonely and troubled 16 year-old Martine(Kristen Stewart,

Twilight

) and her new “ride,” the awkward Gordy(Eddie Redmayne,

Savage Grace

). The unlikely trio share a carthrough the backwaters of post-Katrina Louisiana to New Orleansand along the way we learn Brett’s story -- of his prior life, the rea-son for his incarceration, and the wife he left behind (Maria Bello).Will she have received his postcard and will she have hung a yellowhandkerchief outside the house to say whether she will have himback? Based on the short story by Pete Hamill, director UdayanPrassad’s poetic road trip of lonely souls who form a tenuous con-nection is small triumph in story-telling restraint. An Arthur Cohnproduction featuring gorgeous cinematography from Chris Menges.102 mins.

BATTLE FOR TERRA

Wednesday, April 29 7:00pm

Don’t miss the debut of the exciting animated feature based on theshort film that won the Animation Prize in the 2004 USAFF NationalShort Film and Video Competition!Mala (Evan Rachel Wood) is a precocious girl living on the beautifulplanet Terra, a place where peace and tolerance are celebrated. TheTerrans’ idyllic lives are about to be disturbed by the last inhabitantsof a dead planet — who have exhausted the resources of their ownworld and three others — who arrive at Terra searching for a newhome. Their planned use of a terraforming device will make Terrahabitable for their kind but inhospitable for Terrans. The twist: Theseinvaders from space are humans! When the Earthlings embark on ahostile invasion of Terra, Mala’s father (Dennis Quaid) is kidnapped.Hoping to save him, Mala forges a friendship with an injured humanpilot named Jim (Luke Wilson), and the two concoct a plan they hopewill save both species. But peace will not be secured unless they candefeat the darker desires of sentient beings. Director AristomenisTsirbas paints a landscape of pastoral innocence and idyllic vistasand then colors it darkly with themes that are adult in nature but madeaccessible to younger audiences as well. The thrilling animated fea-ture boasts a dream cast of voices (Brian Cox, James Garner, DannyGlover), cutting-edge CGI animation, along with a unique twist on thescience fiction genre and a powerful, heartfelt message for all ages.85 mins.

Director Aristomenis Tsirbas in attendance

Note: All films included in the festival are intended for mature audiences. Some films may contain mature themes.

Battle for Terra

The King of Texas

The Yellow Handkerchief

WEDNESDAY, APRIL 29

Phantom of the Paradise

Battle for Terra

The Yellow Handkerchief

USA FILM FESTIVAL 2009

Is Anybody There?

The King of Texas

The Maiden Heist

THURSDAY, APRIL 29

TRIBUTE TO JOE SEDELMAIER

Thursday, April 30 7:00pm

Point of View

You know his work -- everybody does. Wendy’s “Where’s the beef?”lady, the fast talking FedEx guy, along with countless other unforget-table commercials and campaigns are part of the iconic and distinctivework of director Joe Sedelmaier. Breaking with advertising’s traditionalpretty, perfect mannequin people and straightforward approach toproduct sales, Sedelmaier’s work is among some of television’s best-known and most honored commercials. An early auteur in a world ofsalesmen, Sedelmaier created a whole genre with his idiosyncraticworks featuring non-actors just trying to get through life. FilmmakerMarsie Wallach’s thoroughly entertaining short documentary,

Point of View

, profiles the man and the work that landed Sedelmaier on AdAge’s list of “Top 100 People of the Century.” The Festival is honoredto salute short filmmaker and commercial genius Joe Sedelmaier. 40mins.

Joe Sedelmaier and Marsie Wallach in attendance.

SHORTS SHOWCASE

A short compilation of new works by other filmmakers will precede the Tribute to Joe Sedelmaier program. Compilation run time: 56 mins.

Warriors of the Discotheque: The Starck Club Documentary

Believe it or not, it has been 25 years this month since Dallas’ notori-ous Starck Club opened its distinctive doors as the first major NorthAmerican project designed by Phillipe Starck, and a grand partybegan. Joseph Alexandre’s lively documentary work-in-progress (get-ting a special sneak preview at the Festival) thoughtfully explores theinfluences (architectural, musical and otherwise) from the standpointof the people who were there.

Joseph Alexandre in attendance.Cat Demon: Re-Exhumed

Comic and actress Laura Kightlinger’s wicked little mockumentary is anutty spoof of everything from crappy TV “news” shows, the Hollywoodmovie system, finicky actors (hilariously using cats to make that point – “two huge international cat talents”), star handlers, censorship andmore.

Laura Kightlinger, producer Kelley Cheek and co-editorAngela Garbin in attendance.Our Neck of the Woods

Writer-director Rob Connolly’s wry, weird comedy features BobUnderwood, an assembly line supervisor frustrated with his life and dullroutine at a plant manufacturing plastic lawn-ornament deer and otherfabulous yard decor. Bob fantasizes about a better life and a betterworld. When beautiful Georgian refugee Elsa arrives, her seeminglysad isolation triggers Bob’s life-crisis and he makes a bold decision tosave the world and help Elsa – whether she needs it or not.

Welgunzer

Writer-director Bradford Schmidt’s indescribable, unsentimental darkcomedy questions the possibility or impossibility of change in a per-son. Unhappy Donald plans to build a time machine to travel into thefuture to murder himself. In the future he meets a pair of future selveswho coerce him to travel into his past to visit his estranged wife onelast time.

IS ANYBODY THERE?

Thursday, April 30 7:00pm

In this new film from Irish filmmaker John Crowley (

Boy A

), the vener-able Michael Caine gives one of his finest performances as a retiredmagician who reluctantly enters a family-run old age home. Set in aseaside English town circa 1987, Caine’s proud, ascerbic old perform-er and the death-obsessed young son (Bill Milner,

Son of Rambow

)of the home’s overwhelmed owners strike an unlikely alliance. WriterPeter Harness drew upon his own youthful experiences living in aretirement home for this beguiling story of growing up, growing old,and the unpredictable adventures that happen along the way. 92 mins.

Filmmakers in attendance pending availability.

THE MAIDEN HEIST

Thursday, April 30 7:00pm

Peter Hewitt’s clever caper comedy presents three of the most endear-ing characters to ever commit grand larceny. Roger (ChristopherWalken), Charles (Morgan Freeman) and George (William H. Macy)are museum security guards, each infatuated with a certain work ofart at their place of employment – so much so that although theyhave been coworkers for decades, they only meet for the first timewhen crisis strikes. A new curator plans to change the museum’scollection entirely, threatening to rob each man of his great secretpassion. They, however, decide to rob the museum first. The factthat they aren’t exactly criminal masterminds doesn’t dissuade themfrom embarking on a daring heist, with predictably hilarious results.Also starring the divine Marcia Gay Harden. 89 mins.

Director PeterHewitt and producer Rob Paris in attendance.

THURSDAY, APRIL 30

PREMIERES AND PROGRAMS

Is Anybody There?

The Maiden Heist

The USA Film Festival Salutesthe Dallas Office of Cultural Affairs on its 20th Anniversary

April 12, 2009 marks the Dallas’ Office of Cultural Affairs' 20th Anniversary. In its two decades of existence, the OCA hasworked to foster a vibrant arts and cultural environment for Dallas citizens and visitors. The OCA facilitates cultural programs,develops new cultural opportunities and partnerships, oversees 18 city-owned arts facilities, coordinates public art projects,supports Dallas' diverse arts and cultural organizations, operates the City's classical music station WRR 101.1 and CityChannel, and promotes public awareness of the City's role in the arts.In honor of this exciting milestone, the Office Cultural Affairs hasannounced

20 Days, 20 Deals: Celebrating 20 Years of Excellence inDallas Arts and Culture.

From April 13 - May 8, 2009, Dallas citizens and visitors can visit

www.dallasculture.org/20Days20Deals.cfm

for exclusive discount dealsto Dallas' coolest arts and cultural events.