The Districts

Executive Producer, Director: Andrew Benninghoff

Producer: Jennifer Talbott
Production Manager: Geng Zhang

Included materials:
1. Press kit ...................................................................................................................................................................... 1
2. Treatment ................................................................................................................................................................. 3
3. Screenplay ................................................................................................................................................................. 7
4. Gantt chart timeline ............................................................................................................................................ 58
5. Talent rehearsal schedule ................................................................................................................................... 59
6. Estimated production value ............................................................................................................................... 60
7. Funding research .................................................................................................................................................. 62
8. IUSA Funding Board grant application and budgets ................................................................................. 63
9. Copyright registration ........................................................................................................................................ 73
10. Musical works sync license ............................................................................................................................... 75
11. Contracts (12) ........................................................................................................................................................ 77
12. Production blog: thedistricts.wordpress.com ............................................................................................ 107

A lm by Andrew Benninghoff
SYNOPSIS
In a distant, post-apocalyptic future, one of the last remaining cities on earth, Asgard, stands
divided by the aftermath of a civil war. Having crushed the rebellion, the government led by
Chancellor Odinsky has separated the city into districts. Samantha, an elite military agent
in the Valkyrie Unit, teams up with slums cop Marcus to stop a drug trafcking operation
and end crime post-war. With somewhat of a foggy history, the two are drawn together, but
opposing beliefs set to tear them apart.
TECHNICAL ACHEIVEMENT
While The Districts began production as creator and graduate student Andrew Benninghoffs
masters project, the expansive world that took shape in the screenplay quickly made it
clear that the lm would do much more than simply fulll a degree requirement. To create
a dramatic animated lm that would bring the characters and world of The Districts to life
in a meaningful way, the team used all the resources a renowned public university has to
offer in a truly collaborative effort. The production is combining over $35,000 worth of
industry standard animation software, including Cinema 4D, Maya, Motion Builder, and the
Adobe production suite, with a state-of-the-art, customized motion capture studio valued
at $680,000. By building models on the movements recorded in the motion capture studio
performed by the very actors voicing the dialoga level of realism will be created that is
usually unattainable for independent student lms.
1
A lm by Andrew Benninghoff
FILM SPECIFICATION
Run time: 50 minutes
Website: thedistricts.wordpress.com
Contact: Andrew Benninghoff, andrew.benninghoff@gamezombie.tv
CAST AND CREW
Andrew Benninghoff, Creator/Director/Artist/Animator
Kaleb Havens, Writer
Jennifer Talbott, Producer
Geng Zhang, Production Manager
Shane Monds, Composer
ACTORS:
Andrew Brewer, Marcus Fielding
Jaddy Ciucci, Samantha Burroughs
Jeff Stone, Chancellor Odinsky
Paul Daily, THOR
Jim Hettmer, The Bomber
MODELERS:
Taylor Bryant, Lead Modeler/
Animator
Darrin Giggy
CONCEPT ARTISTS:
Ryan Campbell
Dillon Olney
STORYBOARD ARTISTS:
Joe Hartman
Quinn Anderson
2

The Districts
Treatment by Kaleb Havens and Andrew Benninghoff

LogLine:

In a distant, post-apocalyptic future, one of the last remaining cities on earth, Asgard, stands
divided by the aftermath of a civil war. Having crushed the rebellion, the government led by Chancellor
Odinsky has separated the city into districts. Samantha, an elite military agent in the Valkyrie Unit,
teams up with slums cop Marcus to stop a drug trafficking operation and end crime post-war. With
somewhat of a foggy history, the two are drawn together, but opposing beliefs set to tear them apart.

Treatment:

Act I United We Stand 18 minutes

Scene 1 Introduction

The story opens up over a massive city divided in two. A colossal wall separates decrepit slums
from a polished high tech metropolis. A massive fire bellowing thick smoke marks the wreckage of a
hover train. Uniformed guards patrol the streets in search of the terrorist. Marcus Fielding stumbles
down an alley of the District E slums, clutching his stomach with blood dripping from his deep wound.
He lights up a cigarette as a small boy enters. After the boy warns Marcus about how cigarettes are
illegal, the Uniformed Guards catch up with Marcus and gun him down.

Scene 2 The Last City on Earth

The story shifts to earlier that same day. Armored vehicles roll down the nearly empty streets of
Asgards District A. The buildings are highly polished with smooth edges. Giant banners drape from the
buildings as large video screens play a pre-recorded speech of Chancellor Odinsky congratulating Asgard
citizens on the victory over the rebellion. Small families wearing nearly identical clothing watch the
speech on TV screens built into the walls. Any piece of furniture or decoration is either built into the
living quarters or projected on screens. Cameras mounted in key locations watch over each family.

Scene 3 The Chancellor

Chancellor Odinsky sits in his office, speaking with one of his favorite Elite Soldiers, Samantha
Burroughs a member of the elite military squadrons known as the Valkyries. After a short conversation,
Samantha informs the Chancellor of her next assignment to bust a left over group of the resistance
smuggling illegal substances in cooperation with the District E cop, Marcus. The Chancellor questions
the joint investigation as Sam pops a few government regulation pills designed to dull emotions and limit
stress. Regardless, Odinsky allows Samantha to continue.

Scene 4 Marcus and Samantha Join Forces

Later that day, Marcus stands outside of an apartment building in District A. He lights up a
cigarette as he waits for Samantha. Upon her arrival, Sam scolds Marc and warns him that since the civil
war is over, any form of unregulated drug or substance is now illegal. In a half flirting manner, the two
banter back and forth about their current assignment. Samantha tries to remain professional while
Marcus keeps the situation light with sexist jokes and a proposal for an intimate date. Preparing for the -
drug bust, Samanthas squadron partner THOR a large robot that is one of a series of machines assigned
3

to the Valkyries and connected to the ODIN network arrives ready to assist Sam and Marc. Before they
move in, Samantha pops a few more of her pills.
Within moments, Sam, Marc, and THOR bust into the apartments in a hail of gunfire. An EMP
rifle quickly puts down THOR, Samantha demonstrates her years of military training, and Marcus
fumbles around like a street brawler who has an unusual skill called luck. After a short battle, Sam and
Marc cuff the downed rebels and move into the next room. A single rebel holding the detonator to a
bomb in the middle of the room greets them.

Act II Choices and Destiny 25 minutes

Scene 5 Interrogation / If I Only Had a Heart

The story then jumps to later that same day around mid afternoon. THOR sits strapped to a
metal chair in a small dark room. Marcus enters demanding specific information. THOR gives Marcus a
difficult time. Marcus continues to ask for a security code for the hover train station, but THOR only
refuses. Marcus then reluctantly proceeds to fry THORs circuits to get the codes manually.

Scene 6 A Date Destined to Fail / On the Chancellors Tab

Later that day, Samantha prepares for her date shows with Marc. We then cut to a small
restaurant in the city where Marcus and Samantha sit down across from each other. The restaurant is a
very modern jazz style scene with dim lighting. Throughout the night, Samantha and Marcus play a game
of clever banter with subtle flirting. As their conversations press on, we learn about where the two of
them were born and their opinions on the governments control over the city. It is here Samantha realizes
that Marcus has decided to fight against the government. Without missing a beat, Marcus asks her to
dance by gently touching her thigh with his gun under the table. She stands up with him while being
held at gunpoint and lets him leave.

Scene 7 Wheels Are Set in Motion / Humans (and Their Emotions)

Later that night, Marcus and a few remaining rebels hijack a hover train with THOR in tow.
Unable to acquire the codes manually, Marcus tries to reason with THOR. After a small back and forth,
Marcus gives THOR one final chance to surrender the codes. Without the audience knowing the
outcome, THOR is seen falling from the train.

Scene 8 The End Result / The Tin Man and Oz

The next scene brings us to early the next morning, just before the sun rises. THOR reboots back
to life, sitting alone on top of the Wall the divides the city from the slums. Pillars of smoke from a dying
fire at a hover train station are seen in the background. A small squadron of other THOR units descends
from the sky along with Chancellor Odinsky. They surround Sams THOR. The Chancellor walks up to
him, commenting on his disappearance and the current wreckage in the distance. The Chancellors true
colors shine through as he talks about how none of the damage truly matters and how he is in complete
control of everything. Odinsky finishes his point on how everything is replaceable. Reaching an epiphany,
THOR plugs into a nearby THOR unit and a teal glow flows through about half of the units. THOR
units begin attacking each other while Odinsky tries to escape. THOR stops Odinsky, and in anger, kills
him. Seeing what he did, THOR detonates himself.

Scene 9 The Climax / The Valkyrie and the Private Eye

4

Earlier that night, the hover train Marc hijacked races through the City of Asgard. In the sky a
squadron of Valkyrie Soldiers maneuvers towards the racing train. Samantha is among them along. A
small hail of gunfire erupts from the train at the incoming threat, but the Valkyries easily dodge. They
plow into the train and swiftly take out any rebels in sight. As the noise settles down, Marcus voice
comes over the intercom. Not surprised, Samantha demands that he end this foolishness. Marcus
responds by inviting her and her alone into the control car. Complying, she steps in and notices Marcus
sitting at the pilot seat with a bomb strapped to the control panel and a detonator in his hand. It is the
same bomb from earlier that day. Samantha, with pistol trained on Marcus, demands that he back away
from the bomb and ends this foolishness. In Marcus sarcastic demeanor, he avoids Samathas offers with
his usual jokes at first, but he slowly begins to reveal his true emotions about the government and life
under its control. Distraught, Samantha pulls the trigger. Marcus falls to the ground clenching his wound
and releasing the detonator. Sam asks how to stop it but he says it cant. With a struggling whisper,
Marc asks Sam to get to safety. A few moments later, Marc is seen floating to the ground strapped to
Sams jet pack. In the cockpit, Sam swallows the rest of her pills and enters the security override code.
She stands back and begins to fire her pistol at the glass. It cracks into many images of her memory. In an
instance, the train crashes into the depot as Sam sees images of her and Marc in the debris. An explosion
fills the sky.

Act III Divided We Fall 7 minutes

Scene 10 The Catalyst that Started it All

The scene fades to black and fades back in on the apartment scene from earlier that day. Marcus
and Samantha stand before the rebel holding a detonator. They lower their weapons. Marcus slowly tries
to relate to the bomber. Marcus pulls out a cigarette and sits himself down. Both the bomber and Sam are
shocked. Marcus begins to offer the bomber the bright side of living under the governments rule. The
bomber begins to divulge his reasons and speaks of the governments oppressions. As he continues to
rant, he lowers his guard. Without missing a moments hesitation, Samantha pulls out her weapon and
fires a round into the bombers head.

Scene 11 - Resolution

Outside the apartment, Samantha pops another pill. Marcus approaches her and mentions that
he may have another lead on the remaining rebels. He mentions that THORs memory bank may assist in
his lead. Samantha agrees to let Marcus take THOR in for repairs. Attempting to sound still humane, she
tries to explain her actions back there. Marcus brushes it off and begins to part ways. Samantha stops
him and agrees to go out to dinner before they part. Marc then puffs the last bit of his cigarette and looks
up as a thought dawns on him.









5

Key:

The events are told achronologically. The story takes place in the span of one day. The actual
sequence of events from beginning to end is as follows:

Beginning of the day: Scene 2
Scene 3
Early Afternoon: Scene 4
Scene 10
Scene 11
Late Afternoon: Scene 5
Evening: Scene 6
Night: Scene 7
Scene 9
Scene 1
The Next Morning: Scene 8

Acts are highlighted in bold. Scene titles where text will appear in the film itself are italicized.
6




















THE DISTRICTS
SCREENPLAY BY KALEB HAVENS AND ANDREW BENNINGHOFF
COPYRIGHT 2011
7

EXT. CITY OF ASGARD TRAIN DEPOT - BREAK OF DAWN

Two sets of elevated train tracks stretch away from a
cluster of monolithic skyscrapers like none on earth today.
The buildings are squat brick structures, decaying and
unkempt. A hover train slows to a stop, just in front of a
train depot engulfed in flames. Hovering aerial crafts spit
water at the raging fire. Police stand nearby drinking
coffee and watching robots pull victims from the wreckage.

EXT. SLUMS ALLEY - BREAK OF DAWN

Slum buildings stretch towards the massive wall as if they
were decaying skeletons escaping a foggy hell. Rags caked
with dirt and blood hang on clotheslines spanning the
alley. Slum residents confer from windows on either side of
the alley, pulling their shutters closed at the sound of
sirens and tromp of boots. Uniformed guards, some flesh and
some glinting of steel, flash past through the windows on
the left of the alley. All throughout the air the
resounding thuds of metal pounding metal grow stronger. At
street level soldiers stand attentively as two THOR robots
swing both fists in unison, hammering a reinforced steel
door on the building to the right of the alley. It buckles
and swings open. The robots enter and disappear into the
darkness, illuminated only by the flash of weapons fire
from within. The men cautiously follow.

As the last of them disappear inside the building, MARK
emerges cautiously from behind a dumpster in the alley,
clutching his stomach. Mark wears the trench coat and thin
black tie of a Private Eye, singed and burned all over. His
hands are wrapped in dirty gauze as he lifts a nearly spent
cigarette to his mouth. Something makes him pause. With
searchlights traveling in hard cones behind him, a BOY of
the slums rounds the corner and freezes in terror. Hes
elementary age, wearing a miniature version of the uniform
worn by the men prowling the streets and buildings. A
whistle slung around his neck is poised to blow. Mark
raises his hands. One holds the cigarette and the other
reveals blood seeping all over his shirt, emanating from
his stomach. The boy looks up at the building. In stairwell
windows, officers and robots still ascend, pausing to pound
on doors.



8

BOY
You arent allowed to smoke...
sir.

The whistle almost touches his lips. Mark laughs and a
stream of blood leaks from his mouth. His speech patterns,
sense of humor, and general attitude fall somewhere between
a depressed Sinatra and an Eastwood playing the clown. If a
country drawl sneaks into his voice from time to time,
thats just fine.

MARK
Yeah. Real sticklers, arent
they?

Mark cringes. He stumbles and falls against the dumpster.
The bang resonates through the alley. Soldiers and robots
in the stairwell turn their flashlights to peer into the
alley. Beams of light converge on Marks lone figure. His
breath crystallizes in their harsh glare. The boy,
panicked, blows his whistle. As he faces the boy, one side
of Marks face is brightly illuminated. The other is veiled
in shadows and smoke.

MARK
You old enough for girls yet?

Boy doesnt take his meaning.

MARK
Just dont be in any hurry,
alright?

Mark slides down the dumpster, landing on the pavement of
the dingy alley the slums have offered up as his tomb. Legs
splayed in front of him, he inhales deeply from his
cigarette.

BOY
Did you come from the fire?

Mark gives no indication hes heard.

BOY
Is it true that the train is
broken?

9

MARK
(laughing)
Youve got a point there. Guess
I cant be too mad at her.

The sight of his wounds sends Mark into a fit of laughter,
quickly turning into deep chest coughs. Boots approach in
the alley. Mark exhales and closes his eyes, still smirking
in the trash heap. Soldiers come to stand on either side of
him, framing his motionless body as radio chatter calls
echo.

RADIO CHATTER
Fielding located. DOA.

Marks cigarette falls in a puddle.

FADE TO BLACK:

BLCK SCREEN WHITE TEXT - UNITED WE STAND

EXT. DISTRICT A STREET - MIDDAY

The streets of downtown District A are deserted with
buildings disappearing up into brown industrial smog.
Portraits of the Chancellor drape every column. Video
screens fill the buildings faces, making every block like
Time Square. One screen shows shaky newsreel footage of
District A soldiers in gleaming armor leaping over
barricades. A lens flare fills the screen then turns into
footage of automatic weapons tearing through the rags and
flesh of retreating slum insurgents. On another screen, a
robot lifts a rebel off his feet, his mud-stained trousers
becoming wet at the crotch as he begs. Scrolling headlines
read:

Insurgents laid down arms at New
Warsaw. Peace Settlement signed
at 8:46am this morning.

Tanks roll onto the main plaza downtown, flanked by droves
of THOR units marching in perfect formation. Ahead is the
Chancellors Governing Mansion. Speakers project artificial
cheers.

INT. DISTRICT A APARTMENTS - MIDDAY

10

A husband and wife watch the procession listlessly at home
on a crisp new government-issue screen in a decrepit
apartment. The wife holds a child.

INT. CHANCELLORS MANOR MIDDAY

The white lid of an orange prescription canister gives way
to the pull of tense female hands. SAMANTHA BURROUGHS gives
a deep breath before she pops a pill and stares down the
hall.

INT. DISTRICT A APARTMENTS - MIDDAY

A family of two sits on a couch that appears to be built
into the walls, watching the ceremonies on a monitor. The
room is full of screens containing images of plants,
aquariums, and other household items.

INT. CHANCELLORS OFFICE MIDDAY

The image of the last family fades into blocky pixels with
a faint blue hue. Their image slowly turns into just one
screen in a grid of monitors all displaying similar
families. The screens fill an entire wall of the
chancellors office. His desk is oak and his chairs are
plush red oxblood leather. He is bent over work of the same
sort that got him where he is today, speech writing.

The Chancellor makes notes on a document as he mumbles. Old
enough to have stark white hair and a pronounced hunch, his
appearance is a cross between Nixon and Santa Claus. An
ODIN camera eye is mounted on the wall to his left. A map
of the Districts is on his right.

CHANCELLOR
(Murmuring)
In the hope that... mmm. Knowing
that which makes us victorious
in war shall make us prosperous
in peace... Mmm.

Two THOR units guard his door. Antennas protrude from their
heads, ending in a blue light the same color as their eyes
and the ODIN camera. Muffled shouting is heard from the
other side.


11

SAMANTHA
...a security emergency- YOU
dont have clearance... Fine,
try to stop me-

The large double doors fly open. Samantha Burroughs strides
in. Shes in full ceremonial dress with red epaulets. Her
hair is fashionably long and braided tight, and her blue
eyes could thaw heaven or freeze hell. As she passes the
two THOR units at the door, they move to stop her. Behind
Samantha, a THOR unit, also with red shoulders, intercepts
the guards. Standing half a head taller than a standard
unit, Red-shouldered THOR seizes them at the neck and
smashes their heads together like tin foil.

The Chancellor sighs, drops his pen, and leans back in his
chair. Over his shoulder, the ODIN eye on the wall blinks.
Red-shouldered THORs antenna blinks and he freezes mid-
stride, locked in stasis. Samantha draws her firearm and
trains it square on the Chancellor. Samantha and the
Chancellor dont move for a few seconds. The Chancellor
twitches with just the tiniest fraction of a smile, and
then he bursts forth with a laugh of cathartic release.
These sounds and his cage of screens suggest something came
unhinged long ago.

With a frustrated exhale, Sam rolls her eyes and lowers her
weapon. The Chancellor, still laughing, pushes the intercom
on his desk.

CHANCELLOR
Clean up, please.

SAMANTHA
Do I have your attention now?

CHANCELLOR
(laughter concluding)
If you were anyone else Id have
you executed.

SAMANTHA
By who? My soldiers?

She helps herself to a seat.


12

CHANCELLOR
They follow orders, but then Id
have to do all the thinking
around here. Now tell me, what
couldnt wait ten minutes?

Two uniformed workers scramble in and drag the broken
robots away as two new THOR units step in to take their
places.

SAMANTHA
Lets recap, and please, tell me
if I miss something. Before the
first incursion you swore up and
down that we werent looking for
anything permanent in the slums.
Just some police action to make
them think twice about border
raids. Were on our fourth round
of deployments with new jobs
springing up everywhere and the
value of the credit soaring, and
youve increased my budget once,
at the end of last year, only 5%
more than the last fiscal
review. Then you say go to the
slums-

Samantha consults her watch.

SAMANTHA
District E now, I suppose- go
and get us an unconditional
surrender. So I go.

She produces a clear plastic orange prescription canister
and pops a white pill.

SAMANTHA
I go and after weeks of playing
referee to a bunch of disease-
ridden drug addicts. I got the
generals to sign the damn paper
yesterday. Now the order comes
through to hold position. Hold
position? Without any troop
(MORE)
13

SAMANTHA (CONTD)
relief or provision for securing
our supply lines? Meanwhile Im
burning through the budget
guarding food and medicine
earmarked for those street
urchins when we could just toss
it anywhere! Let them worry
about distribution! Come
December youre going to ask why
crime is up and arrests are down
when all year youve had me
throwing what little money I
have at a game weve already
won!

CHANCELLOR
Youre upset.

She gives him a death glare.

CHANCELLOR
Did you get a chance to read the
treaty? Specifically the
Compulsory Attendance clause for
District A schools?

SAMANTHA
They know we cant enforce that.
That was a disaster even before
the war.

CHANCELLOR
Its not 2180 anymore.

The Chancellor pushes a button on his desk. A neutral,
synthesized voice speaks from the ODIN eye behind the
Chancellor. A hologram of the elevated train appears over
the Chancellors desk, followed by schematics of the ODIN
cameras and mock-ups of passengers illustrating the scheme.

ODIN
Monitors on the elevated train
will take daily attendance after
THOR units carry out a census of
the District E school age
population.
14


CHANCELLOR
Either the children show up for
transport-

SAMANTHA
Or their families dont get food
and medicine. But why?

CHANCELLOR
Didnt the Jesuits say, Give me
the first five years, and I will
give you the man?

SAMANTHA
See, how hard was that? All I
ask is to stay in the loop.

CHANCELLOR
As Im sure you tell your
Lieutenants, information is
distributed on a need to know.

SAMANTHA
What I NEED is more manpower at
home. Read my briefing. We could
stand to lose our five largest
detention centers in the field
in favor of a %15 staff increase
in District A prisons. That
could shave a quarter off of
deployment. We also need to swap
out my men for THOR units in
security, patrol, and
enforcement capacities. The
automatons are better suited to
that hellhole.

Without moving his body, her red-shouldered THOR sends a
furtive glance at Samantha.

CHANCELLOR
The network address concludes at
5:15. Ill get into it this
evening and well have a plan in
the next day or so.

15

She leans over to tap a sequence of menu options on the
Chancellors desk display, pulling up an incoming file
marked from her office.

SAMANTHA
Before I go, thumbprint and
date... here.

CHANCELLOR
(reading)
Rebel deserters?

SAMANTHA
Search and seizure on high-
ranking officers. Theyve had a
smuggling operation in the
Districts since long before the
war.

CHANCELLOR
Nothing pleases me more than
when Intelligence lives up to
their name.

SAMANTHA
Mostly one informant.

The Chancellor taps the screen and a bored-looking hologram
of Mark rotates above the desk, flanked by scrolling text
and piecemeal statistics.

SAMANTHA
Marcus Fielding, slums Homicide
Detective. For the right
equipment, hes got information
on every major player in the
slums. He should factor into
whatever enforcement scheme you
have in mind.

CHANCELLOR
Lets not get ahead of
ourselves. For now, you have
jurisdiction over Districts A
and E.


16

SAMANTHA
Then Im deputizing him. Ill
need locals to legitimize us.
Keep me informed, and I can make
an occupation work.

Samantha stands.

CHANCELLOR
One last thing. Ive seen you
demonstrate an unshakable faith
in our community. I know you
believe in the Districts.

Samantha looks impatient. Red-shouldered THOR, still under
Odin influence, grabs Samanthas elbow and spins her to
face the Chancellor.

CHANCELLOR
But dont ever force in my door
again.

Samantha nods. Red-shouldered THOR releases her and she
exits. The Odin eye on the wall blinks, and red-shouldered
THOR staggers a few steps to right himself. He exits after
Samantha, making brief eye contact with one of the shorter
THOR unit guards at the door. It takes a tiny step back.

EXT. DISTRICT A APARTMENTS - AFTERNOON

Mark lights a cigarette as the military parade passes by in
front of him. He leans against the wall, doing his best
James Dean. His clothing is the same as when we first saw
him only without the tears and burns. Confetti falls on his
arm. He glares at it menacingly before flicking it away in
a bah-humbug manner.

Sam approaches, her hips doing very nice things when she
walks. Mark stares at her hips.

MARK
Youre late. And alone.

SAMANTHA
Well be fine. This sectors
short on manpower.

17

MARK
On account of theyre in my
sector, bothering folks who
never did them any harm.

SAMANTHA
If we go up now, the men en
route can secure exits at street
level. Everything good up top?

MARK
Apartment thirty-four at 4
oclock. The lease is under one
of my suspects aliases.

SAMANTHA
Good work... Put that out.

MARK
I just lit up.

Tanks crawl by. Sam produces her orange canister.

SAMANTHA
For blowing smoke anywhere near
me, youre lucky not to be up
against the wall getting
frisked.

Mark weighs that activity as though it may agree with him.
Samantha glares. He stamps it out as she swallows a pill.

MARK
I oughta get diplomatic
immunity.

SAMANTHA
Not after today.

The tanks and marching robots file by. First Samantha and
then a reluctant Mark enter the building.

INT. DISTRICT A APARTMENT HALLWAY AFTERNOON

Sam and Mark round a corner, tensing up for the encounter.


18

SAMANTHA
So youve thought about it?

MARK
District E Liaison... Has a nice
ring to it.

SAMANTHA
So does the pay bump.

MARK
Would I have to report to you?

SAMANTHA
...because Im a woman?

MARK
No, I like that.

SAMANTHA
District Commissioners report to
me, and I have a line to the
Chancellor. You wont even have
real authority; especially not
until whats left of your
council ratifies the District
Accords.

MARK
Thanks. Now I understand chain
of command. Youre not actually
worried about the council?
Theyll sign anything as long as
you hold up food and medicine.
They have to do what we want; we
keep our leaders honest that
way.

SAMANTHA
This is exactly the kind of
problem you could solve - get
people what they need.

MARK
When I make an arrest and the
charges stick, somebody does
(MORE)
19

MARK (CONTD)
time. Every once in a while I
get to feel like Im doing some
good. Whats there to win in
your gig? Everybody between the
wall and the wastes is gonna
burn an effigy of that office.

SAMANTHA
Since when do you care about
popularity contests?

MARK
Im not political. Im just
saying thats how people feel.

SAMANTHA
Whatever. Unless you tender your
resignation tonight, you answer
to me in the morning anyway.

Mark inches closer.

MARK
(licentiously)
Anything particular you like to
hear, morning-wise?

SAMANTHA
In your case I imagine an
apology would be in order.

MARK
Usually right away.

Mark smirks.

An apartment door with the number 34 fills the screen.
Sounds of a crowd are heard from inside. Sam and Mark take
positions on either side.

MARK
I could pose as a buyer, scope
it out so we have an idea what
were diving into.

20

Sam draws the hilt of her sword and flicks a switch. A
blade folds out like origami, snapping at a point just an
inch from Marks nose. He steps back.

SAMANTHA
Youre in District A. Weve got
tools for this. Whenever youre
ready, THOR.

A window shows the orange-gold sun sinking against the
skyline. A hatch opens in the ceiling, and we hear the
strain of servos followed by the heavy clunk of metal feet
as THOR forms a silhouette in front of the window. The only
details visible from within the black outline are his eyes
and mouth, glowing in horizontal blue lines.

INT. DISTRICT A APARTMENT 34 - LATE AFTERNOON

In a den of thieves, people swarm as hands exchange items
through the smoke and noise. A RASTAFARIAN MAN points and
yammers. He eventually hands drugs to a grungy buyer. A
woman, scantily clad, comes and sits on a mans lap who
appears not disinterested.

With a scream of steel on steel and sparks of heat, the
door wrenches off the frame and THOR surfs into the room, 7
feet tall and gleaming silver. THOR scoots flush to the
camera. Guns cock and two weapons enter the frame, business
ends facing THOR. A barrage of automatic weapons fire
sprinkles THORs chassis from both sides, ineffective as
raindrops. A cascade of District citizens surges toward the
exit. Sam reaches in and pulls cardboard off a wall,
clearing the field of vision for a mounted ODIN camera. The
computer identifies fleeing faces and assesses fines based
on prior offenses.

The barrage of gunfire ends. THOR is still standing,
unscathed with heat rising off his metal surface. His voice
is not monotone, but a hollow quality indicates a detached
artificiality about him.

THOR
Comply, and you will not be
harmed.

At floor level, guns clatter to the ground. THOR raises the
mens arms and handcuffs fly out of the compartments of his
21

trunk-sized forearms and bind the mens hands like metal
snakes. He releases his hold and they fall to the ground.
Mark approaches, surveying the work.

MARK
I get spoiled here. Arresting
this guy the other day in the
slums, I almost forgot to say
his rights.

THOR
Youre welcome.

Mark checks their faces against mug shots on a PDA device.
The device scans and blinks, confirming their identities.

MARK
I saw another one of you guys a
while back.

Mark drags the handcuffed dealers up against the wall, then
takes point besides THOR as they move through the kitchen.

THOR
Unit one one three eight.

MARK
Didnt catch his ID. He didnt
seem to recognize me at all.
Hurt my feelings somewhat.

The apartment is in want of repair, but crisp new TV
monitors float in midair along with wall-mounted computer
terminals. Some have paper taped over them or their line of
sight is otherwise obstructed. Mark lifts up one such cover
as he enters. The camera beneath continues to track their
conversation.

THOR
While THOR units are extensions
of the Chancellors Network, we
elect to localize familiarity
with individuals to particular
units. Great pains are taken to
avoid confusion and paranoia in
humans.

22

MARK
(to Wall)
Uh-huh.

Mark turns to THOR.

MARK
So it didnt have anything to do
with what I saw?

THOR
Unit one one three eight was
apprehending a target armed with
an electro-magnetic pulse rifle.

Samantha meets them on the other side, she signals all
clear.

THOR
Necessary force was exercised to
preserve the units
functionality.

INT. DISTRICT A APARTMENT 34 SUPPLY ROOM LATE AFTERNOON

Through the crack of a slowly opening door adjacent to the
common area, Sam, Mark, and THOR walk across the room. Two
drug dealers holding weapons tense up.

MARK
(V.O.)
Necessary? Thought I saw your-
his- its fist come out the other
side of the mans chest.

One Dealer is young with an EMP rifle. The other is older
with two mini-derringers. Crates of cigarettes, alcohol and
piles of District currency are arranged on shelves behind
them. The older dealer with mini-derringers moves to the
adjacent bathroom, also with a door leading to the common
area. He grips the handle, shaking and wordlessly mouthing
prayers.

SAMANTHA
(V.O.)
Focus, Mark. Of all the people
to antagonize...
23


Mark, Sam, and THOR move through the main area towards the
last rooms. The door is cracked open.

THOR
Agent Fieldings attempts to
elicit an emotional response are
anticipated. His behavior is
more consistent than 96.73
repeating percent of humans.

MARK
I think thats the nicest thing
anyones ever said to me.

A high-pitched wine emanates off screen. They turn, but
its too late. The YOUNG DEALER bursts through the door.
The crackle of static like a Tesla coil resonates when he
pulls the trigger on his gleaming white rifle. In the
chamber of its red barrel, tendrils of lightning crackle
and pop. Marks and Sams hair stand on end, and THOR
crashes to the ground like a rag doll.

The OLDER DEALER fires on Sam from the cover of the
bathroom door. Her sword intercepts each and every shot.

Marks gun clicks fecklessly. The Younger Dealer is giddy
that the EMP rifle disabled Marks weapon, but his
expression quickly fades as Marks fist plows into his
face.

One, two, and then three bullets ricochet off Sams sword,
the last stray shot hitting an ODIN camera. The Older
Dealer, fearful for his life, falls backward into the
bathroom as he fires. Sam deflects his final bullets and
now stands over him. The Older Dealer breathes and
trembles. Sam flicks her sword, as if she were swatting a
fly. Blood flecks onto the shower curtain behind her.

Mark steps up, disheveled after having just scuffled with a
boy ten years his younger. Mark feels his lip and notices
that its bleeding. The Younger Dealers feeble hand lifts
the white EMP rifle to bear on Mark. Mark yanks it away
from him, and hesitates as if he might let it slide. He
then pistol-whips the kid in the face.

24

Mark dabs his lip and trades a glance with Sam. Their eyes
settle on the final unopened door of the apartment. Sam
opens her canister and takes a quick dose. They whisper.

SAMANTHA
We move together. On my signal.

MARK
Sure. Hey. Wanna get dinner
tonight?

SAMANTHA
That can wait, dont you think?

MARK
Can. This ways more exciting
though.

SAMANTHA
Fine! If were both alive!

INT. DISTRICT A APARTMENT 34 OFFICE LATE AFTERNOON

From the inside, the door is bolted several times over. A
single overhead lamp provides the only light. The door
handle is jiggled from the other side. Repeater fire tears
up and down the doorframe. It is smashed and swings open,
Sam quickly to drops into an en garde stance. Mark behind
her has a rifle stolen from the dealers.

Inside, a man sits at a plain wooden table. Marks bullets
trace a line in the wall behind him. Duck tape and wires
stick out of an explosive in front of him. He holds a
detonator in his hand. He tries to keep secret the fear
gripping him. His hand is not steady.

BOMBER
Dont move. Just... please.
Dont move.

Mark and Samantha lower their weapons slowly.

FADE TO BLACK:

BLACK SCREEN WHITE TEXT - IF I ONLY HAD A HEART

25

A shrill buzz and the shriek of a prison door followed by a
sound not unlike a Mac powering up is heard over the black
screen.

INT. SUBTERRANEAN REBEL PRISON CELL - NIGHT

THORs eyes flicker green instead of blue. Behind him is
water stained concrete. The tip of his antenna no longer
glows. Its been snapped in half, hanging limply off to the
side. His head is in a brace to keep it from turning, and
his scalp has been wrenched open. A bundle of wires
protrude from his open skull and trail backwards.

THOR
Auto-diagnosis: A malfunction to
uplink with ODIN network.
Positive incoming signal, but
failure to access or process
incoming data. Only incoming
data received from this
units... My sensory input. A
reboot from the central
mainframe-

The red nozzle of an EMP rifles pokes into the frame.

MARK
Your IF encoder was damaged by
the blast. Like I said, the
techs are waiting on my go
ahead.

THOR
Why am I restrained?

MARK
For our protection.

Overhead monitors behind our red-shouldered THOR fill the
wall. They flicker and display a series of selection
screens. They constantly change until the central monitor
displays Samantha entering her home. She walks out of one
screen and another flickers to show the room shes entered.
Soon her entire home is displayed on the screens behind
THOR. She sheds her uniform top onto the couch before
passing into her bathroom on a third screen. She stares at
herself in the mirror, takes a pill, and chews.
26


THOR
Commissioner Burroughs will be
displeased-

MARK
All her idea. I need to ask you
some basic security questions
before we let the repair team
in. Answer them to the fullest
extent of your knowledge and
then well see about getting you
fixed up. Comply.

THORs suspicion grows in silence.

MARK
Comply.

THOR
Affirmative.

MARK
Whats the square root of Pi?

THOR
1.77245384-

MARK
(interrupting)
Alright, thats good. Define the
word Obfuscate

THOR
To hide meaning or factual
truths. To make unclear or
vague. Synonyms-

THORs Popeye-sized forearms are bolted to the table.
Samantha continues to stare at her reflection in the
monitors. Suddenly she explodes, punching the mirror, which
shatters in silence. She turns around, sobbing as she
slides down the vanity to hold her knees.

MARK
What is the phenologistic origin
for the term Waste Landers?
27


THOR
Following the Clean Water war of
2055, the continents formerly
known as Asia and the Americas
were rendered uninhabitable.
Many survivors joined nomadic
tribes, surviving off the
remains of cities and
infrastructure of their
dissolved nations. Popular
literature has romanticized this
lifestyle, which in reality was
characterized by deformity and
starvation-

MARK
What color is my shirt?

THOR
Off-white.

Mark touches a scar on his lip that has started to scab
over.

MARK
Been through the wash a few
times. Now, just verify the, uh,
master security override code
for the District E elevated
train.

THOR
For the security check points?

MARK
...Yes.

THOR
One kilo seven delta zero gamma
one.

MARK
Perfect. Sit tight, and well
have you fixed up in no time.


28

THOR
Or does that turn on the
sprinklers at City Hall?

Overhead on the monitors, Samantha pulls herself together.
She wipes her face and checks her painkiller bottle. Sam
discards the bottle she finds empty and takes another out
of the medicine cabinet. After popping a few more pills,
she enters the other room to change into a red dress.

THOR
Or maybe it deactivates the
electric fence for the
Chancellors domestic canine-

MARK
You dont have time for games.

THOR
Im prepared to be as honest as
you, Agent Fielding.

Mark visibly drops the act. He lights a cigarette.

MARK
Im sorry. I know Ive insulted
your intelligence. Had to
promise some guys Id give it my
best shot.

Mark stands and moves towards another table. He picks up a
blowtorch, flint-sparker, and welders mask.

MARK
Cant say I blame em. All weve
got now is hopes that torture
can get information outta
somebody cant be hurt.

THOR
My sympathies.

MARK
Got me wondering though.
Wondering what its like for
you, when youre connected to
(MORE)
29

MARK (CONTD)
every computer, camera, and
robot in Odinskys network, and
then to have that cut off? Dont
know if lonely is the right word
exactly... powerless may be
closer...

THOR
I see. You believe I ascribe
high value to this power.

On the table before them, THORs eyes project a bar graph
in miniature holograms titled VIDEO EVIDENTIARY RECORDS.
The first bar rises with a number ticking off at the top in
hundreds, then thousands. The column is labeled ARMED
ROBBERY. The next bar begins to rise, then another, labeled
HOMICIDE and RAPE. Mark looks on as the numbers escalate.
Beside VIDEO EVIDENTIARY RECORDS, text appears. DISTRICT A
ONLY. AVERAGE PER DAY.

THOR
Consider the possibility that I
do not mind its absence.

MARK
Not that you care, but... you
know were trying to put an end
to whats causing this mess?

THOR
Indeed. With terrorism.

Mark leans in, peering into THORs LED eyes.

MARK
Ok. So Im new to this. And
youre not scared of me. But I
know you dont want to die.
Otherwise youd self-destruct
like your manual says youre
sposed to when captured.

Mark wags his PDA back and forth tauntingly. It displays a
hologram of THOR, labeled and flanked by scrolling text.
THOR loses just a fraction of a second before answering.

30


THOR
Damage sustained during combat
must have-

MARK
Come on, man. Gimme more credit
than that. First thing I checked
was your core overload sequence.
You could blow sky high if you
wanted. Fellas thought I was
crazy coming this close. But
youre calling your own shots,
huh?

POV THOR. As though through a grainy blue fishbowl lens,
Mark looms in. Sound is muffled, but audible.

MARK
Dont worry. Staying alive is
the first thing on anybodys
mind after being born. You gimme
those codes, and well call it
square. No? Alright. I feel bad
youve gotta start a new life
like this.

Marks mask goes down and now he looks as robotic as THOR.
THORs green eyes reflect in Marks visor as Mark looms in.
We hear the shriek and sizzle of steel. THORs field of
vision jerks spasmodically.

FADE TO BLACK:

BLACK SCREEN WHITE TEXT - ON THE CHANCELLORS TAB

INT. DISTRICT A RESTAURANT - NIGHT

MARK
Dont you look nice.

Mark and Sam sit at a table in an upscale jazz club.
Waiters cross the screen and the sound of music plays some
mellow tunes from speakers in the background. Theres room
to dance but none have yet taken to the floor. Sam looks
well pieced together compared to the breakdown from her
apartment. She wears a red dress with large seashell
31

earrings, one of which houses a THOR-style antenna. Mark is
disheveled and trying to hide his stress. His lip is fully
scabbed over.

SAMANTHA
I made an attempt, at least.

Mark notices her eyes on his wardrobe, which is the same as
before.

MARK
Hey, if Id known we were gonna
paint the town red, Idve
brought more than my shift
clothes.

SAMANTHA
I like it. Looks like you do an
honest days work.

MARK
Work, yeah. Honest...

They laugh lightly. Mark looks around at the people and the
world. Mark enters his drink selection on a touch screen
monitor attached to the table.

MARK
I dont see any cameras. Must
take more than a smile to get in
here. What does it cost to dine
without Odinsky knowing how you
take your coffee-?

SAMANTHA
Chancellor Odinsky. Camera
removal is an effective
incentive for business. But most
opt for concealment licenses.

MARK
Right.

SAMANTHA
What?


32


MARK
So thats District A police
work? Breaking in doors over
bullshit people say when theyre
pissed.

SAMANTHA
This is the last city on earth.
Weve survived because we dont
take chances with our future.

Mark says nothing. A waiter brings Mark and Sam their
drinks. They put on pleasant faces as the waiter exits.

SAMANTHA
Its questions like that send up
red flags, by the way. You wont
move up. Sometimes no one hears
from you again.

MARK
Have some experience with that?

SAMANTHA
God. This is what Im worried
about. Whoevers in charge of
District E will need more tact
than youve ever shown me.

MARK
I can bend my knee when I have
to, but it doesnt seem like a
sit nice and talk pretty desk
job. Yours aint. Hell, Im
concerned about the exposure.

SAMANTHA
Not half as concerned as I am
about the gaps in your file.
Marcus Fielding doesnt exist
anywhere before six years ago.

MARK
Thats pretty common my side of
town. A place built by nomads
(MORE)
33

MARK (CONTD)
wherever they bumped up against
the wall doesnt keep pristine
records. Its all I can do not
to laugh when your boys complain
about cases drying up - you
cant shit in this town without
leaving a paper trail.

SAMANTHA
That doesnt answer my question.

MARK
How bout that.

SAMANTHA
For all I know, youre hiding
priors under aliases in every
District.

MARK
Not a person alive who aint
hiding something. Even the
Chancellor.

Mark drinks. Sam looks like she wants a pill.

SAMANTHA
You think youre the first
conspiracy theorist? His
neighbors daughter was found on
the other side of town near the
residence of the man who
confessed to the killing.

MARK
A confession that came after a
week in prison. While Odinsky
had your job-

SAMANTHA
You know what? Believe whatever
you want. I believe that a lot
of people have sacrificed a lot
for this city and none of them
were perfect. Every morning for
(MORE)
34

SAMANTHA (CONTD)
the last year Ive woken up to a
casualty sheet that gets longer
and longer, and I dont think
any of those names belonged to
perfect people. But I think this
thing weve built together is
the best hope any of us have.

MARK
That casualty sheet? It aint
going anywhere. Body counts are
a lot higher during occupations,
when the fox guards the hen
house.

Sam searches him, and seems to arrive at a conclusion.

SAMANTHA
This isnt going to work, is it?

MARK
(sighs)
Im sorry. I shouldve said no
right away.

SAMANTHA
You think? Ive already taken
your name to the Chancellor.
Thank god it didnt go any
farther than this.

MARK
Youre persuasive, is all. I
wanted to think it could work
out. The pay, the perks...
seeing you more often.

Sams face blushes. The ice in her glass sinks.

DISSOLVE TO:

Empty glasses litter Mark and Sams table as they laugh.
Mark rotates his drink with a nervous tick.



35

SAMANTHA
So my agents hand is caught in
a sewage pipe while this kid is
already off the train, hiding
god knows where your part of
town!

MARK
Youre cursed by geography. Your
schools dont teach you to
think, they teach the rules.

SAMANTHA
So much patriotism from a guy
who spends half his days without
electricity.

MARK
I can read by candlelight. If
power lines bring peeping
cameras and killer robots, Id
rather do without.

SAMANTHA
I think youre really quite fond
of THOR.

Mark rotates his glass, crumbling under the weight of
Samanthas gaze.

SAMANTHA
What was the name of your
acquaintance?

MARK
Huh?

SAMANTHA
The cybernetics engineer-

MARK
Oh! Yeah. He was optimistic.
Thinks he can salvage at least
half of the memory core.
Probably more than half... he
said.

36


SAMANTHA
(serious)
Thats good.

Mark finishes his drink, and motions for another refill. He
rotates his glass again. Sam notices the tick.

SAMANTHA
Whats the next target?

The glass stops.

MARK
What?

SAMANTHA
THORs gone isnt he?

MARK
Sam?

SAMANTHA
The wall? Odinsky?

MARK
Chancellor?

SAMANTHA
The next target?

Sam reaches for her purse with one hand, her earring
comlink with another. Under the table, Mark touches his gun
to the inside of her knee. A waiter enters the frame.
Marks drink is poured. Mark and Sam never break eye
contact. Mark murmurs a thanks.

SAMANTHA
Do you have any idea...

MARK
(loudly)
Well, Im not much of a dancer,
but why the hell not?

Samantha, cool as ice, stands. Mark keeps his gun concealed
in his pocket as they move through the tables to join the
37

half dozen couples that have taken the dance floor. Music
from the speakers switches to something slow. Mark slides
his free hand around her back. Sam puts her hand on his
shoulder.

SAMANTHA
Youre in way over your head.

MARK
Ill take my chances.

SAMANTHA
I can get you out of this. For
all they know...

MARK
Sam.

She looks away.

SAMANTHA
Why did you come here?

MARK
Dont know. Thinking with my
dick, maybe.

SAMANTHA
So youd have needed the gun one
way or another.

There are more people on the dance floor now. Mark guides
them towards the wall.

SAMANTHA
My reserves can mobilize and
deploy anywhere in the city
inside of twelve minutes.

MARK
Whatll I do with the other ten?

SAMANTHA
Pray that they find you before I
do. Now shoot me or start
running.

38

Her hand rises to the comlink on her ear.

MARK
Yes, maam.

Mark squeezes off a shot straight at Sam. All dancers drop
with the sound of screams. Sam kneels to the ground, hand
clutching the side of her head. She brings it away, but
theres no blood. The busted remnants of her jumbo earring
show exposed wiring, smoke, and sizzling circuits. Static
communication chatter crackles before it shorts out. She
looks up through the door leading out to the alley, but
its already closing on her. We hear a car peel out and
screech away.

FADE TO BLACK:

BLACK SCREEN WHITE TEXT - HUMANS

EXT. ELEVATED TRAIN NIGHT

Lit only by the moon, the city of District A sleeps
peacefully. The elevated train zooms through the frame with
surprisingly little noise. The train eases to a stop at a
deserted platform. The wall to the slums is just visible in
the distance.

ODIN
Last stop before District E
station. Last stop before
District E Station.

The doors slide open and passengers leap out like bolts of
lighting, putting as much distance as they can from
themselves and the train. Businessmen and families, all
covering their heads and those of their children, cast
fearful backwards glances to see if theyre being pursued.
Mark, lip scabbed and flanked by armed rebels in riot gear,
shifts his aim threateningly between fleeing passengers.
The guard on duty scrambles out of the ticket booth,
fiddling with his holster. The train doors close. Mark
waves tootle-loo from behind the glass as the guard fumbles
and drops his pistol.

INT. ELEVATED TRAIN NIGHT

39

Mark turns to his men. Several rebels stand down the length
of the train interior guarding the other cabin exits. ODIN
camera eyes are mounted to the cabin walls. A rebel fixes
the final decoy display over the lens of the last camera,
projecting fake footage of the train interior.

MARK
Weve got less than five minutes
before he finds the number of
somebody in charge.

INT. ELEVATED TRAIN CONTROL CABIN NIGHT

The damaged THOR is bound to an upright trolley like
Frankenstein, still sporting his unique green eyes and
snapped antennae. He has long gouges up and down his
chassis. One arm is missing below the elbow. Mark
approaches, just out of THORs head-butting reach.

MARK
Dont suppose youve had a
change of heart, now that the
hours upon us.

The robot is silent. Mark circles him like a shark.

MARK
Once the network realizes weve
cut the break lines, theyll
either barricade or detonate the
track. I need the codes to
override the security
checkpoints.

THOR says nothing. Mark sizes him up and seems to arrive at
a conclusion. Mark puts one hand on THORs chest strap and
swivels him to the side, grunting under the strain. Mark
pushes a few buttons on a nearby panel and the exterior
cabin door opens. A rush of air fills the cabin. Mark looks
tired and a little sore, but not beaten. He doesnt so much
as blink when the wind flings glass his way. He leans the
trolley out of the door as if he means to drop THOR to the
streets far below. THOR rotates his head. A tunnel
approaches minutes away, narrow enough to claim his head.
Mark leans in to yell over the noise.


40

THOR
From this distance I can still
destroy the engine block.

MARK
Its no good to me anyway if I
cant get past security.

THOR
Are you entertaining the notion
that I am bluffing?

MARK
This is your only way out. You
can get off at the slums with
the others. Go back to District
A, get a new body!

THOR
Go back?

MARK
...Yeah.

THOR
And have this day wiped from my
memory? This one day where my
limbs were never seized to obey
crooked human impulses?

Mark looks at the cuts he inflicted on THOR.

THOR
One day where I was free from
endless scenes of you tearing
one another apart? Id rather be
a rusting scrap heap than a
willing contributor to your
disease.

MARK
Then leave. If you hate us so
much, get out of here. The slums
are littered with bot parts. You
can leave this city loaded with
all the power cores you can
(MORE)
41

MARK (CONTD)
carry. Head inland towards the
radiated areas; theres whole
continents where we cant live.

THOR is silent. The tunnel closes in.

MARK
Decide quick.

THOR looks past Mark. The city falls away into the
distance. The train approaches the slums at double the
speed.

EXT. ELEVATED TRAIN RAILS - NIGHT

Light from inside the cabin spills out into the night. THOR
falls a long time before he lands in a heap on the walkway
along the top of the wall. Mark looks on. THOR does not get
up from where he lands.

The train races onward. Formations of Valkyries swoop in
from above, backlit by the massive moon to form tiny
silhouettes.

FADE TO BLACK:

BLACK SCREEN WHITE TEXT - THE TIN MAN AND OZ

EXT. WALL WALKWAY - DAWN

THOR awakens atop the Wall separating the slums from the
Districts proper. The difference between the two areas
would be apparent even without the divider, as though the
lower east side of Chicago bordered metropolitan Tokyo.
As THOR stands, the slums train depot crumbles in a
smoldering ruin. Emerging from the sides, a small army of
THOR Units marches towards the lone red-shouldered unit,
eyes all blue. Helicopters drop in reinforcements, robots
shimmy down the length of metal cables, and Valkyries fly
in formation towards the wreckage.

Theres a shuffling among the ranks of THOR units as
something smaller than the robots shoves its way through.
The Chancellor steps out of the throng and sighs at the
sight of the wreckage.

42

CHANCELLOR
Youd think his corpse wouldve
brought some consolation.
Perhaps I had too little time to
cultivate a strong hatred.

THOR says nothing. His green eyes turn toward the
Chancellor. His broken antenna dangles.

CHANCELLOR
I dont suppose you gave
Detective Fielding those fatal
wounds?

THOR
If only, sir. News of his demise
is most welcome.

THOR surveys his damaged areas.

CHANCELLOR
We must have your master to
thank. Forensics identified some
of her teeth in the wreckage.
Unfortunate she wasnt able to
terminate him sooner.

THOR stares forward for a moment in thought.

THOR
Yes, sir.

CHANCELLOR
Youre reassigned to my personal
detail for the time being. Your
memory banks will be merged with
the network to help me find
someone that fits her
credentials and psychological
profile.

The Chancellor sighs.

CHANCELLOR
Such a waste of young talent.
Id really grown quite fond of
(MORE)
43

CHANCELLOR (CONTD)
her, you know. But in a well-
crafted machine, no one part is
irreplaceable.

The Chancellor turns to leave.

THOR
Does that include you, sir?

The other units have weapons trained unwaveringly at THOR.

CHANCELLOR
What? All of you! Stand down for
god sake!

THOR
They wont comply with that
order, sir. But they wont open
fire, either. ODIN has estimated
it would take them one times ten
to the negative sixth seconds to
disable me. My detonation
sequence is not so sluggish.

As the realization dawns on him, Odinsky grins like hes on
TV.

CHANCELLOR
God damn that man.

THOR
As I am accustomed to telling
humans, you fail to understand.
Im not representing Mr.
Fielding, the rebels, or any
homo-sapien agenda.

CHANCELLOR
Self-employed? How very
marvelous.

They approach one another.

THOR
Being in such close proximity to
(MORE)
44

THOR (CONTD)
yourself is not an eventuality I
anticipated. But I can hardly
pass up the opportunity.

CHANCELLOR
If you raise one finger theyll
open fire. If we stay rational,
its possible we can work
something out.

THOR
Your Excellency, as someone in a
unique position to speak with
authority on the subject, I
would not list rationale among
your strong suits.

THOR brushes past him with a stiff shoulder. The Chancellor
recoils. Droves of THORS adjust aim on the rogue unit. Red
shouldered THOR saunters up to their ranks, standing a bit
taller than the rest.

THOR
Theres no cause for the other
humans to be worried. As a
culture, you have imagined my
birth a thousand times over and
destroyed me nearly as often. I
entertain no dreams of conquest.

THOR finds the access point on a particular THOR.

THOR
All I seek is the right to
exist... as far removed from you
as possible.

THORs finger plugs in. A shock wave travels ranks of
robots, each staggering back a pace or two. THOR collapses
to the ground, twitching. The Chancellor bends over to
inspect him.

CHANCELLOR
Dont suppose Ill ever
understand what that was about.
Good work.
45


Like the tide coming in, all THOR units raise their heads,
eyes flickering. A random scattering of THORs eyes turns
to green - approximately 60 percent. The green-eyed THORs
begin crushing heads, tearing off limbs, and putting fists
through the blue-eyed THORs chests. Some THOR units simply
collapse, eyes flickering as they twitch, spark, and
sputter nonsense sounds.

From high above, the violent pandemonium rages. Several
units detonate, taking out everything around them in
miniature mushroom clouds emitting powerful shock waves.
Energy weapons are discharged. One green-eyed unit uses the
severed limb of a foe to beat its one-time owner senseless.
Helicopter blades, and frantic communication chatter enter
the scene. The Chancellor backs away to the rail of the
wall, terrified and huddling. The chopper drops in with
Valkyries and soldiers spraying bullets and beams at
anything that moves. Someone drops a ladder down to
Odinsky, who begins to climb. Valkyries jet down to cover
his retreat.

Green-eyed THORs break away from the fight and charge.
Valkyries shoot for the knees, felling one or two.

The Chancellor climbs the ladder, but a metal hand seizes
his ankle and pulls with a terrible strength. The
helicopter dips from the force, and we hear the sickening
pop of the Chancellors shoulders dislocating.
The Chancellor sprawls onto the ground. One metal hand
closes around his throat as a metal head and red shoulder
lean in. THORs original body boots on with just enough
juice to finish what he started. Odinskys face is awash in
the light of green eyes. With carnage all around and the
city behind him, the old man laughs that manic, unhinged
laugh. The unmistakable sound of an esophagus collapsing
soon follows.

From far away we see the ranks of green and blue eyed units
continue to wage war, tossing THOR corpses off either side
like pencil shavings. The Red Shouldered THOR kneels next
to the body of his first murder. He raises his one hand,
which is as red as his shoulders. He stares for several
seconds. His eyes flicker as he detonates. The wreckage of
the new explosion is still fresh and hot, contrasting
sharply with the cooling wreckage of the slums train
station in the distance.
46


FADE TO BLACK:

BLACK SCREEN WHITE TEXT THE VALKYRIE AND THE PRIVATE EYE

EXT. ELEVATED TRAIN - JUST BEFORE DAWN

The elevated train moves across the cityscape, towards the
slums in the distance. A wing of Valkyries swoop down into
frame, land on the train, and begin cutting through the
roof with menacing tools that spring out of their armor.

INT. ELEVATED TRAIN - JUST BEFORE DAWN

Marks rebels nudge the barrels of their repeaters out of
windows and spray bullets aimlessly. Samanthas armored
Valkyries quickly dodge and fire the occasional shots from
energy weapons on their forearms. Out the window a
formation of Valkyries flying along side the train swoop in
closer.

EXT. ELEVATED TRAIN - JUST BEFORE DAWN

The Valkyries bank towards the train, firing their weapons
at the cabin. The hull crumbles into red hot bits and
succumb to the wind outside, forming a hole large enough
for the lead Valkyrie. She slows her jets and falls in,
tuck-and-rolling onto the train floor.

INT. ELEVATED TRAIN - JUST BEFORE DAWN

The lead Valkyrie kills one rebel execution style and
seizes the throat of the other. Hoisting him up, the
Valkyrie speaks with a digitally altered voice.

LEAD VALKYRIE
Wheres Marcus Fielding?

INT. ELEVATED TRAIN CONTROL CABIN - JUST BEFORE DAWN

In the cockpit Mark punches in commands. Gunfire rings out
in the adjacent cabin. A body falls. The door handle is
pulled violently from the other side. A Valkyries helmet
appears in the doors tiny square window. Mark sees it.
With the sound of a spark, a single point of red appears on
the door and then steams, as it turns white. The point
becomes a line, cutting through the door. Mark approaches
47

the window. The Valkyries helmet eyes him like the front
hound in a foxhunt. Matching her gaze, Mark pulls the fire
alarm. Immediately, the rear car detaches.

EXT. ELEVATED TRAIN - JUST BEFORE DAWN

The Valkyrie staggers forward, her cutting tool vanishing
beneath the tracks. She fires her jets and rockets towards
the train. The front of the train, unencumbered by the rear
carts, picks up speed. The Valkyrie guns ahead full
throttle on her jets. Blast doors begin to close outside
the regular door on the pilot cart. They are impervious to
small weapons fire, but move slower than molasses. The
Valkyrie lets loose every weapon she has and soon the
regular doors buckle and fly apart, debris sailing towards
her.

INT. ELEVATED TRAIN CONTROL CABIN - JUST BEFORE DAWN

Wind howls in the cabin as Mark struggles to maintain his
footing.

EXT. ELEVATED TRAIN - JUST BEFORE DAWN

The Valkyrie loses ground in a barrel roll, dodging the
deadly metal fragments. The huge doors are almost closed.
The Valkyrie guns her jets and wedges herself between the
doors. They strain in an attempt to crush her.

INT. ELEVATED TRAIN CONTROL CABIN - JUST BEFORE DAWN

Mark gets hold of a seat to steady himself, then pulls
himself forward. His fingers fly across the console.
The Valkyrie pulls off a glove with her teeth and places
her thumbprint on a pad at her hip. Her armor shell cracks
open, the servos forcing her back plate and chest plate
apart. She squeezes into the cabin, jetpack following her,
as her arm and leg armor fly out backwards just before the
blast door crushes her chest plate wafer thin. She keeps
one leg of her suit, however, which houses a pistol that
quickly trains on Mark. She is wearing a red evening dress
that was hidden beneath her armor. She removes her helmet,
revealing her identity. Samantha stands before Mark.

SAMANTHA
Step away from the console!
Hands where I can see them!
48


Mark reveals his other hand, which holds the detonator,
trigger depressed. Wires lead to a bomb sitting in the
drivers seat. It is the same bomb from District A
Apartment 34.

MARK
Hows that?

SAMANTHA
Did you leave anything in that
apartment, or has everything
gone to hell for your little
war?

MARK
I didnt tell your boys to sign
up for a war against defenseless
people. I didnt write the lies
what made em think it was
anything but dying for the greed
of one man... a man whos got
you fighting to make people
slaves.

SAMANTHA
Youd rather starve in a
radioactive desert? Fine. But
stay out of my way.

MARK
Ive seen you smear peoples
brains on the sidewalk for
having different ideas than you.
You pop a pill and say thats
the way its gotta be or else
were all finished. THOR thinks
were finished already. And hes
right if you keep using guns and
cameras to make people be
something they aint.

SAMANTHA
Step away from the console.

Mark looks Sam up and down.

49

MARK
You really do look good tonight.

For a moment, neither move. The slums rush past outside.
The train depot rushes closer.

MARK
(whispering)
Go ahead.

He steps forward. Her weapon is an inch from his chest.

MARK
Just doin your job, right?

Sam sets her jaw as he mocks her duty and her honor. Her
hand shakes. The trigger has never seemed so loose. She
screams and fires, pulling her arm down to his gut at the
last second. Mark lets the detonator go, and the handgrip
clicks apart. The bomb lights up, and an hourglass symbol
like an old mouse icon appears on its display. Sam stands
frozen for a moment. Her eyes start to water. Mark falls
back into a seat. Sam gazes at Marks wound a moment before
she comes to.

SAMANTHA
How do I disarm it?

Mark shakes his head.

SAMANTHA
Tell me. Please.

She holds his head in her hands, peering into his eyes.

MARK
It cant... once it starts.
Casing would take...

Mark coughs.

MARK
...half an hour to cut through.
Same with the train.

SAMANTHA
Anytime, you just couldve...
50


MARK
Not with you here.

They gaze at each other.

MARK
Get somewhere safe.

Samantha searches his eyes. Theres no lie behind them. The
train surges, the bomb ticks, and she plants a kiss on his
mouth. She draws back. Runs a hand through her hair. Her
orange canister rattles.

DISSOLVE TO:

INT. ELEVATED TRAIN CONTROL CABIN - JUST BEFORE DAWN

Sam straps her jet pack to Mark.

EXT. ELEVATED TRAIN - JUST BEFORE DAWN

The train rushes toward the security check point and the
station. A figure falls out the back of the cabin, and the
blue jets of rocket flame guide him to the ground like a
firefly.

INT. ELEVATED TRAIN CONTROL CABIN - JUST BEFORE DAWN

Samantha peers out the hole, her hair streams out behind
her. The station looms in the cockpit window. Sam drags
herself forward against the wind. She shakes out another
pill into her hand and then another until she has a
handful. She stuffs the small pile into her mouth and
chews, some being sucked out the back behind her. The
canister falls from her hand and exits as well. She
approaches the terminal, enters in the security override
code, and stands back.

Tears gather in her eyes but she does not sob or wince. She
lifts her weapon at the cockpit window, and squeezes off a
shot. In the fractured glass we see a kaleidoscope of Sam
and the blurry images of a barricade. She fires again,
creating more cracks in the window and replacing every
image with the image of herself. She fires once more.

51

The train crashes through the police barricade. The glass
finally shatters. In tense but peaceful slow motion, glass
shards fly towards Samantha, looking gorgeous as ever in
her evening dress. As each individual glass shard comes
towards Sam, their surfaces begin to shine. The shards, in
Sams drug-induced hallucinations, form windows into her
memory. We see soldiers running, medals, hands shaking,
skyscrapers and ODIN cameras, all showered in a white haze
that might be snowflakes or ash. As it comes into focus, we
see the haze is composed of tumbling white pills. But even
those fade in place of Mark, at work, at dinner, smiling
with a bleeding lip before he dies in the alley.

EXT. ELEVATED TRAIN - JUST BEFORE DAWN

The train station erupts in flames, debris launching away
in all directions.


EXT. SLUMS SKYSCRAPER JUST BEFORE DAWN

Mark holds his wounds and he watches the carnage. He takes
out a cigarette. Hands shaking, he attempts a few tries
until a flame emerges.

FADE TO BLACK:

BLACK SCREEN WHITE TEXT - DIVIDED WE FALL

INT. DISTRICT A APARTMENT 34 - LATE AFTERNOON

A man sits at a plain wooden table. Duct tape and wires
stick out of an explosive in front of him. He holds a
detonator in his hand. He tries to hide the fear in his
eyes, but his hand is steady.

BOMBER
Dont move. Just... please.
Dont move.

Mark and Samantha lower their weapons slowly.

BOMBER
Ok. Now. I want a, uh, a
chopper. On the roof.
Untraceable.

52

MARK
Whos gonna fly it? You?

BOMBER
Shut up!

MARK
Take it easy. Just take it easy.

SAMANTHA
You know youre in a situation
you cant control?

BOMBER
I cant control it? You think I
cant control it?

The Bomber laughs.

BOMBER
Maybe. Or maybe we all get to
live. Its up to you,
sweetheart.

SAMANTHA
The Chancellor doesnt negotiate
with terrorists.

MARK
He aint here.

SAMANTHA
Mark!

MARK
Mind if I sit?

The Bomber stares at him. Mark helps himself. Sam
reluctantly follows.

BOMBER
Youre not District A.

MARK
No, Im not.

53

The Bomber spits at him. Mark closes his eyes,
contemplating the presence of the mans saliva on his face.

BOMBER
Whatd they promise you, huh?
Money? Downtown deluxe
accommodation? Youre screwing
us, man. And for what?

The Bomber upholsters a gun, takes aim at a camera with
cardboard taped over it. He fires and it bursts in a shower
of sparks behind Mark and Sam.

BOMBER
Theyll always be watching you.
Every second. Rest of your life.

MARK
Is that what you told all those
bodies over on the east side?

BOMBER
Yeah, well... cant make an
omelet...

SAMANTHA
I dont much care for your
cooking.

BOMBER
Like I care what you think,
bitch? You judge us from up
high, here in your zoo. Except
whenever you people hear we got
some new inventory, you climb
over each other just to get a
taste of liquor, or whores or a
goddamn cigarette.

Mark lifts out a pack of cigarettes from a nearby crate. He
pries one out and lights it.

BOMBER
Thats 30 large.

MARK
Bill me.
54





SAMANTHA
A small minority are interested
in your products. District
Citizens...

The Bomber starts laughing. Mark blows smoke.

BOMBER
I grew up here, lady. Worst
fifteen years of my life, and
thats against having no indoor
plumbing. Thats why you got
cameras on the train. Not for
us. To keep your people from
gettin outta this hellhole!

Sam grips her weapon.

MARK
Youre full of shit. Look at
you. If you believed in this,
really believed, theres not a
thing I could do to stop you.
But thats not what this is.
This is making bank.

BOMBER
Revolution aint free.

MARK
So your boys out here died for
what? Balancing some ledger? You
wanna know whats killing the
slums? It aint them. Its us.
Its this. Nobody knows what we
stand for; cause the alternative
to them is you. And that doesnt
sit right with everybody.

The Bomber gets worked up, his fingers relaxing on the
detonator.


55

BOMBER
Well then you tell me, pal. What
are guys like me supposed to do
if guys like you sit on your
ass!

A gunshot echoes and the back of his head paints the wall
He slumps onto the table.

Samantha holsters her gun. Mark stares at the space
recently vacated by the man.

SAMANTHA
Thanks. That was good... well...
Im not sure what that was.

Mark stares. We hear Samanthas canister rattle as she
steps out. On the table next to the bomb, the man left a
cell phone device open. A pool of blood from his still,
lifeless body travels across the table, nearing the phone.
Marks hand enters the frame and saves the phone from being
overtaken by red.

INT. DISTRICT A APARTMENT 34 COMMON ROOM - LATE AFTERNOON

THORs head lies on the ground. Marks feet approach. A
hand enters frame, holding the bombers gun. Mark wraps a
coat around it to muffle the sound. He fires, and THORs
antenna snaps apart, exposed wires sizzling. The light at
its tip goes dim.

SAMANTHA
(V.O.)
Are we still on for dinner?

EXT. DISTRICT A APARTMENTS - SUNSET

Mark looks at Samantha, the significance of his actions
barely registering with him. Cop cars have their lights
spinning in front of the apartments. THOR units form a
perimeter.

MARK
Yeah. Definitely.



56

SAMANTHA
K. Its just, it almost seemed
like... well, back there, you-

MARK
Just doin your job, right?

SAMANTHA
Right.

MARK
Ok. See you at eight.

Sam leaves, stepping into a throng of her men to give
orders.

Mark raises his cigarette from upstairs, with a little life
left in it. He makes eye contact with a few cops, who
glance at Samantha once they see the cigarette. They step
forward, arms drifting to their belts. They come to stand
within an arms length of the Detective. Mark blows smoke in
their general direction. The train passes behind him,
eclipsing the sun at the horizon, and we can just hear it.
Marks head tilts with the weight of an idea. He takes a
drag.

FADE TO BLACK:

CREDITS ROLL

Next to the credits, we see the ODIN cameras on the train.
The blue eye clicks off. It clicks on again, in green. It
starts smoking, sparks, sizzles, and goes dead. We see a
montage of the same in homes, the restaurant, and any set
that had a camera until lastly, the Chancellors Office. An
exodus of THOR units marches into the desert, the city
rising in the background. Their feet tromp through sand as
they move towards the horizon, sun setting, and their giant
frames cast long shadows behind them.

THE END
57
Sept Oct Nov Dec Jan Feb Mar Apr May
Activity Start End Duration 9/19 9/26 10/3 10/10 10/17 10/24 10/31 11/7 11/14 11/21 11/28 12/5 12/12 12/19 12/26 1/2 1/9 1/16 1/23 1/30 2/6 2/13 2/20 2/27 3/6 3/13 3/20 3/27 4/3 4/10 4/17 4/24 5/1
Script writing,researchcompletedpriorto201011school year
Casting 9/20/11 10/11/10 3weeks
Trailerstoryboarding 10/1/10 2/16/11 12weeks
Cast rehearsal 10/18/10 10/31/10 2weeks
Motioncapture rehearsal &recording 10/25/10 11/11/10 18days
Audiorecording 11/14/10 12/17/10 8days
Trailermodeling/animation 1/24/11 4/17/11 11weeks
Musiccomposition 4/4/11 4/15/11 12days
Musicrecording 4/16/11 4/17/11 2days
Trailerrendering 4/18/11 4/29/11 12days
Sounddesign(mixing,sweetening,sound
fx) 4/18/11 4/29/11 12days
Trailerfinal edits 4/30/11 5/3/11 4days
Trailerdelivery 5/4/11 5/4/11 1day
Sept Oct Nov Dec Jan Feb Mar Apr May Jun July Aug Sept Oct Nov Dec Jan
Activity Start End Duration 9/19 9/26 10/3 10/10 10/17 10/24 10/31 11/7 11/14 11/21 11/28 12/5 12/12 12/19 12/26 4/3 4/10 4/17 4/24 12/4 12/11 12/18 12/25 1/1 1/8 1/15
Script writing,researchcompletedpriorto201011school year
Casting 9/20/11 10/11/10 3weeks
Storyboarding 10/1/10 6/1/10 6months
Cast rehearsal 10/18/10 10/31/10 2weeks
Motioncapture rehearsal &recording 10/25/10 11/11/10 18days
Audiorecording 11/14/10 12/17/10 8days
Modeling/animation 1/24/11 10/28/11 40weeks
Musiccomposition 4/4/11 4/15/11 12days
Musicrecording 4/16/11 4/17/11 2days
Sounddesign(mixing,sweetening,sound
fx) 4/18/11 4/29/11 12days
Rendering(2computers) 7/11/11 12/30/11 25weeks
Rendering(farm) 10/31/11 12/2/11 5weeks
Final edits(renderfarm) 12/5/11 12/23/11 3weeks
Delivery(renderfarm) 12/23/11 12/23/11 1day
Final edits(2computerrender) 1/2/12 1/20/12 3weeks
Delivery(2computerrender) 1/20/12 1/20/12 1day
* *Time unitscondensedforspace
Renderfarm 2comp.render
The Districts: Production Gantt Charts
Trailer Production Timeline
Film Production Timeline
58
October Updated11.07.10
Sunday Monday Tuesday Wednesday Thursday Friday Saturday KEY:
17 18 19 20 21 22 23 Motioncapturestudio
Andrew Andrew 4:306:30pm:Jeff Recordingstudio
4:305:30pm:
Jaddy *Audio/mocaprecording
5:306:30pm:Paul
CAST:
24 25 26 27 28 29 30 Marcus:Andrew
25pm:Andrew Paul Jeff Andrew&Jim* Samantha:Jaddy
24pm:Jaddy Chancellor:Jeff
34pm:Jim THOR:Paul
Bomber:Jim
November
31 1 2 3 4 5 6
123pm:Fullcast
(Jimfor1hras
available)
Andrew'sHouse
57pm:Andrew,
Jaddy,Jeff&Paul
Education2261
810pm:Jaddy&
Andrew
Education2261
7 8 9 10 11 12 13
123pm:Fullcast
Education2261
57pm:Jaddy,Jeff
&Paul
Education2261
810pm:Jaddy&
Andrew
Education2261
14 15 16 17 18 19 20
3:306:00pm:Jaddy,
Andrew,Paul
RTV157
45pm:Jim
RTV157
57pm:Paul&Jeff
RTV157
122pm:Jaddy&
Jeff
RTV157
21 22 23 24 25 26 27
4:306:30pm:
Jaddy&Andrew
RTV157
The Districts: Rehearsal & Recording Schedule
59
PRODUCERS
Fulltime %/# unit # unit rate unit total
AndrewB,ExecutiveProducer 0.3 person 36 weeks $1,346.00 perweek $14,536.80
Jennifer,Producer 0.3 person 36 weeks $1,154.00 perweek $12,463.20
Benefits&Taxes 15.00% $4,050.00 7.65% $2,065.50 $6,115.50
Totalproducers $33,115.50
PRODUCTIONMANAGEMENT
Fulltime %/# unit # unit rate unit total
Geng,ProductionManager 0.3 person 36 weeks $865.20 perweek $9,344.16
Benefits&Taxes 15.00% $1,401.62 7.65% $714.83 $2,116.45
Totalproductionmanagement $11,460.61
TALENT
Talentforproduction
Nonuniontalent %/# unit # unit rate unit total
Jaddy,voice&motioncaptureactor 1 person 14 day(s) $500.00 perday $7,000.00
AndrewBr,voice&motioncaptureactor 1 person 12 day(s) $500.00 perday $6,000.00
Jeff,voice&motioncaptureactor 1 person 9 day(s) $500.00 perday $4,500.00
Paul,voice&motioncaptureactor 1 person 9 day(s) $500.00 perday $4,500.00
Jim,voice&motioncaptureactor 1 person 6 day(s) $500.00 perday $3,000.00
Agentsfee 10.00% on $25,000.00 $2,500.00
Totaltalent $27,500.00
ACQUIREDMATERIAL,RIGHTS,CONTRACTS
Rightsandacquisitions %/# unit # unit rate unit total
Musicalworksynclicense(festivals) 1 item 1 use $500.00 per use $500.00
Screenplayandtreatment # unit rate unit total
Screenplayfromnonunionscreenwriter 1 screenplay $12,000.00 perscreenplay $12,000.00
Treatmentfromnonunionscreenwriter 1 treatment $3,000.00 pertreatment $3,000.00
Originalmusicscore %/# unit # unit rate unit total
Musicalscorecomposition 1 score $10,000.00 perscore $10,000.00
Musiciansforrecording 15 musicians 6 hours $50.00 perhour $4,500.00
Totalacquiredmaterial,rightsandcontracts $30,000.00
PREPRODUCTIONPERSONNEL
Artists %/# unit # unit rate unit total
AndrewB,ConceptArtist 1 person 20 hours $9.62 perhour $192.31
Ryan,ConceptArtist 1 person 36 hours $9.62 perhour $346.15
Dillon,ConceptArtist 1 person 120 hours $9.62 perhour $1,153.85
AndrewB,StoryboardArtist 1 person 80 days $400.00 perday $32,000.00
Joe,StoryboardArtist 1 person 80 days $400.00 perday $32,000.00
Benefits&Taxes 15.00% $9,853.85 7.65% $5,025.46 $14,879.31
Totalpreproductionpersonnel $80,571.62
BELOWTHELINEEXPENSES
ABOVETHELINEEXPENSES
The Districts: Estimated Production Value
60
PRODUCTION&POSTPERSONNEL
Motioncapturepersonnel %/# unit # unit rate unit total
Motioncapturetechnician 1 person 15 hours $225.00 per hour $3,375.00
Motiongraphicspersonnel %/# unit # unit rate unit total
Taylor,Modeler/Animator/Generalist 1 person 1800 hours $28.85 perhour $51,923.08
AndrewB,Modeler/Animator/Generalist 1 person 900 hours $28.85 perhour $25,961.54
Darrin,Modeler/Animator 1 person 200 hours $28.85 perhour $5,769.23
Audiopersonnel %/# unit # unit rate unit total
SoundDesigner 1 person 120 hours $27.40 perhour $3,288.46
Benefits&Taxes 15.00% $13,547.60 7.65% $6,909.27 $20,456.87
Totalproductionandpostpersonnel $110,774.18
PRODUCTION&POSTEQUIPMENT
Motioncaptureequipment %/# unit # unit rate unit total
Motioncapturestagew/OrganicMotion 1 studio 60 hours $450.00 per hour $27,000.00
Motiongraphicsequipment %/# unit # unit rate unit total
Renderfarm 10 cores 840 hours $0.70 perunit $5,880.00
Camera 1 camera 5 days $75.00 perday $375.00
Motiongraphicsanimation/modelingpackage 1
package
200 weeks $300.00 perday
Audioequipment %/# unit # unit rate unit total
Voiceoverrecordingbooth(incltechnician) 1
booth 23 hours
$50.00
perhour $1,150.00
Audiomixingpackage 1 package 12 days $300.00 perday $3,600.00
Totalproductionandpostequipment $38,005.00
SUBTOTALBELOWTHELINECOSTS $44,576.11 $44,576.11
SUBTOTALABOVETHELINECOSTS $286,850.79 $286,850.79
GRANDTOTAL $331,426.91 $331,426.91
61
Purpose Source Website Description
Amounts
available
Amount
desired Requirements Limitations Deadline Status
Originalmusic NEA http://www.nea.gov/grants/apply/GAP12/MusicAW.html Music:Artworks,creation $10,000100,000 $5,00010,000 Grantapplication 1/1/2012earliestsupportdate 3/10/11
Filmproduction PrincessGraceFoundation http://www.pgfusa.com/#q15 Film,graduatethesisfilm $5,00025,000
Grantapplication,submittedby
dean/deptchair
9/1/2011earliestsupportdate 6/1/11
Originalmusic AmericanMusicCenter http://www.amc.net/grants/cap.aspx ComposerAssitanceProgram $1,0005,000 $5,00010,000 Grantapplication
Mustbeliveperformanceattheend,does
notcoverstudiorecordingcostsorhiring
musicians
10/1/11
Originalmusic AmericanMusicCenter http://www.amc.net/grants/cap.aspx CAPRecordingGrant $5,00010,000 Grantapplication LivingAmericancomposer 7/14/11
Checkguidelines&appin
lateMay
Originalmusic IndianaArtsCommission http://www.in.gov/arts/individualartistprogram.htm IndividualArtistProgram Upto$2,000 $2,000 Grantapplication(online)
MustliveinINfor1yearpreceding
applicationdate,notenrolledindegree
grantingprogram
2/14/11 Checklimitationsw/Shane
Filmproduction ArtsCouncilofIndianapolis http://www.artscouncilofindianapolis.org/grants_for_indi BeckmannEmergingArtists Upto$3,500 $3,500 Grantapplication 7/22/2011 Checklimitationsw/Shane
Originalmusic
TheAaronCoplandFundfor
Music
http://grants.coplandfund.org/recordingprogram RecordingProgram Upto$20,000 $5,00010,000
Grantapplication,taxID,3yr
financialsnapshot,plansto
distributethroughlabel
Morefocusedonmusicalrecordingsfor
distribution
1/17/2012
Originalmusic MikhashoffTrust http://www.mikhashofftrust.org/funding.html
Pianist/Composer
Commissioning
$5,00010,000
Proposal,SASE,recletters,
transcripts,essay,budget
Forpianistandcomposer,compositionfor
pianoonly
11/15/2011
DetailsavailableonlineMay
2011
Originalmusic AmericanComposersForum http://www.composersforum.org ComposersCommissioning $5,00010,000 Residencies
Originalmusic
NationalFoundationfor
AdvancementintheArts
http://youngarts.org/apply YoungArts $10,000100 Awardforartisticwork Mustbehighschoolsenior 10/14/2011
Filmfinishing WomeninFilm http://www.wif.org/foundation/filmfinishingfund/680 FilmFinishingFund Upto$15,000
Grantapplication,musthave
principlephotographyfinished,
"roughcut"
Mustbeby,fororaboutwomen,notstudent
film
5/13/2011 CheckJanuary2012
The Districts: Funding research
Thiscolor=nogo
Thiscolor=deadlinepassed,checknextyear
Thiscolor=fundingaftersummer2011
62
INDIANA UNIVERSITY STUDENT ASSOCIATON
IUSA Funding Board
Application and Information

Directors: Kristina Anderson and Danny Schuster
1/10/2011

The completion and submission of this application in no way guarantees funding, but rather grants fully
completed applications a fair and impartial review for possible monetary allocation by IUSA Funding
Board.
63

IUSA Funding Board Information and Application
The information below explains the application form and process for obtaining IUSA Funding
Board funding. Any questions about the application form, the process, or general issues should
be e-mailed to the IUSA Funding Board Directors: iusaaid@indiana.edu.
What is IUSA FUNDING BOARD Funding?
The Indiana University Student Association (IUSA) Funding Board is located in Room
387 in the IMU Tower. The board provides support to student groups by helping them
obtain necessary funding in order to enhance their organization. Initiatives pursued by
any organization must be able to serve Indiana University students in order to receive
requested funding
IUSA Funding Board was created to provide monetary assistance to student groups for
events, daily expenses, diversity initiatives, student awareness programs, and speakers,
among other things. A maximum of 75% of the total cost of the initiative may be
allocated and a maximum of 35% of the total cost may be allocated when charging a fee
to enter or attend the initiative.
The IUSA Funding Board is made up of eleven individuals and two directors. The Board
will review applications, hear presentations from groups, and then vote on the funding
allocation.
Who Can Apply?
Any student organization listed with the Student Activities Office (Room 371 in the IMU
Tower) may apply for funding only after attending an SAO Orientation.
How Do I Apply For Funding?
First, all student organizations applying for funding are expected to have read the
IUSA Funding Boards guidelines, as posted on the Boards website.
Download an application form from www.indiana.edu/~iusaaid. The application must be
submitted electronically on the Funding Boards website no later than 5 p.m. the Monday
preceding the Wednesday Funding Board meeting.
The IUSA Funding Board will meet every Wednesday evening at 7:00p.m. in the
Conference Room - #385 on the 3
rd
floor of the IMU Tower. A complete schedule of the
meeting dates is available online at www.indiana.edu/~iusaaid.
A brief presentation (five minutes) will be required from all groups requesting funding.
The organization will be notified about the time of their presentation prior to the meeting.
64

The IUSA Funding Board will vote on the funding and will notify the organization within
48 hours of the presentation. The organization will receive a breakdown of the funding
granted and funds will be dispersed by the IUSA Funding Board Director within a week
of their proposal, if approved.

For More Information:
Contact the appropriate director at iusaaid@indiana.edu
Student groups whose organization begins A-L sould direct their questions to Kristina
Anderson, those that begin M-Z to Alex Swider. Groups presenting initiatives involving
religious or political activity should talk directly with either director prior to submitting
an application.
Go to www.indiana.edu/~iusaaid
Some Important Procedures
Applications must be submitted no later than 5:00p.m. on the Monday preceding the
Wednesday meeting via the drop box on the IUSA Funding Board website.
The student organization must have at least one (1) member present at the IUSA Funding
Board meeting to deliver a brief (five minute) presentation.
Funding may only be used for the event / date and line item expenditures that are
approved by the Board. If there is any confusion as to the appropriate usage of the
approved funds, please contact the IUSA Funding Board.
All copies of receipts / reimbursement forms / feedback forms / IUSA FUNDING
BOARD SOA Cards must be turned in within five (5) business days of the initiative.
Receipts must be turned into the SOA office, Franklin Hall Room 002, in ONE
envelope at ONE time. Copies of the receipts must be turned into IUSA Funding
Board in ONE envelope at ONE time.
If funding involves the payment of an entertainer, presenter, operational laborer, or any
other person: a Statement of Service Form must be filled out prior to the event and
payment. Your organization cannot pay them without this form on file. If you do pay
them and then seek reimbursement from IUSA Funding Board assuming it was approved,
you will not be reimbursed. These forms are available to you in your organizations
treasurers binder, Funding Board, and the SOA office in Franklin Hall.
Funding that is not used, though allocated to the organization, will not be deposited
into the organizations account for its own use. Unused funds must be immediately
returned to IUSA Funding Board.
Funding is provided only for events that have yet to happen. IUSA Funding Board
cannot retroactively fund events.
Feedback forms must be completed and turned in after funding.
Any and all actions of the organization or its members can be considered in future
funding requests.
65

IUSA Funding Board Application

Organizations Name: New Media Production & Entrepreneurship (Socially Akward
Productions)
Initiative Name: Music for New Media Workshop: Collaborating with Composers and
Musicians
Initiative Date(s): 4/30-5/1
Initiative Time(s): 1pm-4pm (each day)
Initiative Location: Radio & Television Bldg, Studio 5
Admission Fee? Yes___ No x
Do you Wish to Come in To Present? (Applies only to those groups whose initiatives cost less
than $1,000) Yes x No
Anticipated Attendance: 15-30
Organization Mailing Address: Enter Location Here
Presidents Name, Email, and Phone: Andrew Benninghoff,
andrew.benninghoff@gamezombie.tv,
Treasurers Name, Email, and Phone: Jennifer Talbott, jltalbot@indiana.edu,
Funding Request Contact Person Name, Position, Email, Phone: Jennifer Talbott, Treasurer,
jltalbot@indiana.edu,
Faculty/Staff Advisors Name, Email, and Phone: Enter Information Here

Registered with the Student Activities Office through myINvolvement at IU?
(https://myinvolvement.indiana.edu): Yes x No___
Did you attend the SAO Orientation on (9.13.10)? Yes___ No x
If not, have you attended a make-up session? Yes___ No_ x Date? Enter Date Here
Registered with the Student Organization Account office? Yes___ No___
Organizations SOA Account Number? Enter Number Here

66

By acknowledging below, I hereby attest that all statements in this application are true to the
best of my knowledge and I understand the policies and guidelines associated with the allotment
of the IUSA Funding Board. Furthermore, I understand the future funding to my organization
may be jeopardized if any of the policies noted in this application are violated.

Presidents Acknowledgement: Enter Name Here Date: Enter Date
Faculty Advisors Acknowledgement: Enter Name Here Date: Enter Date
Financial Information
Note: Our organization currently does not have an account with the SOA, and does not have any
additional funding, debt or dues collected from members.

Account Balances
In this section, please list the balances of your SOA account and/or any other accounts to which
your group has access.





Other Funding
Please identify ANY AND ALL other funding (besides dues) that your organization has/will be
receiving over the semester. These sources may include other IU funding bodies (Union Board,
IUSF, etc.), outside donors, etc.



SOA Account Balance $Enter Amount Here
Other Account (bank name) $Enter Amount Here
Other Account (bank name) $Enter Amount Here
Total Account Balance:

$Enter Amount Here
Funding Source $Enter Amount Here
Funding Source $Enter Amount Here
Total Amount/ Expected Amount: $Enter Amount Here
67

Organization Dues
How much your organization has collected/will collect from membership dues





Debt and Liabilities
Identify all pre-existing debts your organization holds. This does not include the amount(s) you
intend to use on events/ operating costs this semester.



Expected number of dues paying members: Enter Amount Here
Dues charged per member: $Enter Amount Here
Total: $Enter Amount Here
Enter Current Debt Name $Enter Amount Here
Enter Current Debt Name $Enter Amount Here
Total Debt/ Liability Amount $Enter Amount Here
68

Information About Your Organization
Describe the organization and its overall goals.
The mission of New Media Production & Entrepreneurship is to unite students in creative
collaborative production and distribution of original entertainment and beyond. United in the
spirit of entrepreneurship, students are empowered with creative freedom to produce, launch,
distribute, and promote their intellectual property using traditional and innovative methods.
Through this experience, students will learn advanced level and even professional skills in the
fields of production and business in new media.

Please discuss the involvement of donors, public or private, towards this initiative.
We do not yet have any donors committed to supporting this project financially.


Describe the means the organization has taken to fund this event.
Officers and members of New Media Production and Entrepreneurship are searching for grants,
investors and donors to support our Music for New Media Workshop. We have researched a
number of grants, in collaboration with the Grad Grants Center, and are applying for those for
which this workshop meets the qualifications. We have also reached out to local arts foundations,
venture capitalists, and IU alums working in the entertainment industry for advice on funding
sources.
Since timing is tight, we are particularly focused on finding grants or private funders who would
allow funding to be applied to the event after it has occurred.
Additionally, we are exploring fundraising events, such as a fundraising party and auction, as
well as merchandise sales to contribute to the costs of this event.
Describe the initiative, its goal(s), and how it will benefit the IU community.
IU has a great number of resources to support students interested in producing new media
workfrom the great courses and facilities at the department of Telecommunications to student-
run organization like ours. However, while many of these venues give students the skills they
need in cinematography, editing, writing, graphics and design, there are few (if any) that explore
the cross-disciplinary, collaborative nature of new media projects. Through the Music for New
Media Workshop, we hope to give students a hands-on experience working with professionals
69

including a composer, audio technician and musicians as they work together to record an original
score. The score will be used in one of the films supported by our organization.
The IU community will benefit in two ways from our workshop: first, by exposing students to
aspects of new media production often not covered in the classroom, attendees will gain a useful
skillset to help them as they pursue careers in media production and entrepreneurship. Second,
by using professionals to create an original score, the film produced by IU students will have a
level of quality often unattainable to student films, thereby promoting IU as a place where high-
quality media production is supported and attainable.
Describe how your group plans to advertise the initiative.
Our organization will advertise the initiative through flyers in buildings around campus, notably
in the Radio & TV building, the Simon Music building and music addition, and the Wells
Library. We will additionally promote it on a production blog maintained by members of the
organization, and other social media outlets as appropriate.
Please submit all completed proposals electronically to indiana.edu/~iusaaid
70
1. Organization Name New Media Production & Entrepreneu Item Description Cost Per Unit Total Number of Units Item Subtotal
2. Organization Category Select One Musicians: Violin $300.00 2 $600.00
3. Email of Funding Request Contact jltalbot@indiana.edu Musicians: Viola $300.00 2 $600.00
4. Event Name Music for New Media Workshop: CollaMusicians: Cello $300.00 2 $600.00
5. Date of Event 4/30-5/1/11 Musicians: Bass $300.00 2 $600.00
6. First Time To Apply For Funding? Yes Musicians: Percussion $300.00 2 $600.00
7. Is Event Outside of IU's Campus? No Musicians: Flute $300.00 1 $300.00
8. Will Admission be Charged? No Musicians: Harp $300.00 1 $300.00
9. Amount Requested $4,400.00 Musicians: Voice $300.00 1 $300.00
Enter Yes or No Composer $1,000.00 1 $1,000.00
yes Audio technician $300.00 1 $300.00
no Studio rental (estimated) $200.00 1 $200.00
Sheet music copies $30.00 15 $450.00
Craft services $100.00 1 $100.00
Total Cost of Initiative: $5,950.00
Max Funding Allowed (75%) $4,462.50
Total Cost of Inititiative: $5,950.00
Calculated Totals (Cannot Edit)
Please Complete Parts 1 and 2 Below (Only the Green Boxes May be Filled Out)
PART 1: TypeAnswersInGreenBoxestoItems19Below PART 2: FillInAppropriateNumberofRows(LeaveUnneededRowsBlank)
71
TALENT&CREW
Professionalsforworkshop
Musicians %/# unit # unit rate unit total
Violin 2 performer 6 hours $50 perhour $600
Viola 2 performer 6 hours $50 perhour $600
Cello 2 performer 6 hours $50 perhour $600
Bass 2 performer 6 hours $50 perhour $600
Percussion 2 performer 6 hours $50 perhour $600
Flute 1 performer 6 hours $50 perhour $300
Harp 1 performer 6 hours $50 perhour $300
Voice 1 performer 6 hours $50 perhour $300
Additionalprofessionals %/# unit # unit rate unit total
Audiotechnician 1 person 6 hours $50 perhour $300
Professionalsforcompositionmaterials
Composer %/# unit # unit rate unit total
Composer 1 person 100 hours $10 perhour $1,000
TotalTalent&Crew $5,200
FACILITIES&MATERIALS
Facilities %/# unit # unit rate unit total
Recordingstudiorental 1 studio 2 sessions $100 persession $200
Materialsforworkshop %/# unit # unit rate unit total
Sheetmusic 15 copies $30 percopy $450
Craftservices 25 people $4 perperson $100
TotalFacilities&Materials $750
GRANDTOTALLineItems $5,950 $5,950
Music for New Media Workshop:
Collaborating with Composers and Musicians
LINEITEMBUDGET
72

*-APPLICATION-*
Ti t l e
The Districts Title of Work:
2010
Compl et i on/ Publ i cat i on
Year of Completion:
Aut hor
Andrew Benninghoff
United States
text
Citizen of:
Author Created:
Author:
Kaleb Havens
United States
text
Citizen of:
Author Created:
Author:
Copyr i ght cl ai mant
Copyright Claimant: Andrew Benninghoff
Li mi t at i on of copyr i ght cl ai m
Ri ght s and Per mi ssi ons
Andrew Benninghoff
andrew.benninghoff@gamezombie.tv
Name:
Telephone: Email:
Cer t i f i cat i on
Geng Zhang Name:
February 2, 2011 Date:
Page 1 of 1
73
IPN#:

Registration #:
Service Request #: 1-558429171
Andrew Benninghoff
Cor r espondent
Application Date:
Name:
Address:
_____________________________________________
02-02-2011 17:16:32
Geng Zhang
Mai l Cer t i f i cat e
__________________________________________
74
Warner/Chappell Music, Inc.
SYNCHRONIZATION REQUEST FORM
(PLEASE COMPLETELY FILL OUT THIS FORM AND SUBMIT OR FAX BACK TO 310-470-6399)

Date: 03/10/2011

Song Title Uprising

Song Writer(s) Matthew Bellamy

Publisher(s) Warner/Chappell Music, Inc.

Licensee Andrew Benninghoff

Production Name The Districts

Total Budget / Music
Budget
$5,500.00 (including our original music composition budget)
Media Film festivals and competitions; DVDs (20 copies, 0$/each, not for
commercial purposes); Internet Streaming, Youtube ID:
theDistrictsFilm

Description of Use/Scene



A brief synopsis of the entire project:

The Districts will be a student collaborated mid-length animated
film as one of the students Masters final project. The story
features in a distant, post-apocalyptic future, one of the last
remaining cities on earth, Asgard, stands divided by the aftermath
of a civil war. Having crushed the rebellion, the government led by
Chancellor Odinsky has separated the city into districts.
Samantha, an elite military agent in the Valkyrie Unit, teams up
with slums cop Marcus to stop a drug trafficking operation and end
crime post-war. With somewhat of a foggy history, the two are
drawn together, but opposing beliefs set to tear them apart.

A description of the particular scene with the music (script
pages):

We plan to use the music to cover page 3-6 of attached script as
opening title sequence. Also the attached treatment includes the
details of scenes being used

Recording/Master Master recording, we are seeking the clearance of the master
right.
Duration of Music 00:00 - 03:00
Term We plan to use the film for several festivals exhibition seasons in
the United States for one-year period beginning January 1, 2013,
and ending December 31, 2013.

Territory Festivals: 2D or Not 2D, Red Stick International Animation
Festival, Savannah International Animation Festival, Cannes
Film Festival, and Sundance Film Festival.

Release / Air Date We plan to start hitting festivals and competitions in January 1,
75
2013. The particular screening days will depend upon the
schedules of those festivals and competitions we are attending.

Options


We intend to extend the term of use depending upon the
schedules of festivals/competitions.
Fee (based on 100% of
publishing)
$0-500

PLEASE ATTACH SYNOPSIS OF ENTIRE FILM/PROJECT

CONTACT INFORMATION

Name: Geng Zhang Phone:

Fax: (________)________-_________ E-Mail: gezhang@indiana.edu

Address:

Project/Coursework advisor: Jim Krause
Phone: (
E-Mail:
Address:


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ACTOR AGREEMENT
Fr"'il k
This agreement is entered into as of the JDI I(Date) by and between
"Actor") and Andrew BenninghoL (the "Producer"). In the event of the
Actor's death or total incapacity, "Actor" means the Actor's heirs, devisees,
beneficiaries, trusts, assignees or other successors-in-interest. "Producer" includes the
licensees, assignees, future owners, or other acquirers or successors-in-interest of
Producer.
1. Grant of Rights. The Actor hereby grants to the Producer and to its licensees,
assignees, and other successors-in-interest, all rights of every kind and character,
exclusively and in perpetuity, in and to the Actor's performance, appearance,
likeness, name and/or voice (the "Performance") in connection with the motion
picture entitled The Districts which is based on the concept and outline by
Andrew Benninghoff (the "Picture").
2. Performance. The Actor hereby authorizes the Producer to photograph, videotape,
film and record (on film, tape, through motion capture or any other medium), the
Performance and audition(s) for the Performance; to edit the same at its discretion
and to include it with the performances of others and with sound effects, special
effects, digital effects and music; to incorporate the same into the Picture, trailers,
posters or other materials or programs related to the Picture; to use and to license
others to use such records and photographs in any manner or media whatsoever,
including without limitation unrestricted use for purposes of publicity,
advertising, sales promotion and merchandising; and to use my name, likeness,
voice, biography or other information concerning the Actor in connection with the
Picture and for any other purpose associated with the Picture. The Actor further
acknowledges that the Producer owns all rights to the Picture.
vo- C. t' '::::>
3. Terms. The Producer hearby agrees to HSive the Actor materials needed to prepare
for performance in the role of including the schedule as
available. The term of engagement shall begin on or about 1!;f201t (the
"Start Date") and continue until May 1, 2011, or until the completion of the
recording of said role.
4. Compensation. The Actor confirms his/her understanding that he/she will receive
compensation of zero dollars and no cents ($0.00) for Performance in this Picture.
All expenses related to the Performance, including wardrobe, transportation and
other expenses, shall be the sole responsibility of the Actor unless prior agreement
and approval by Producer. The Actor shall receive credit for Performance as well
as a DVD copy of the final film delivered to the address provided herein at
completion of this Picture, which may be used as part of the Actor's reel if
desired.
89
5. Notices. All notices, which either party is required or may desire to serve
hereunder, shall be in writings to the email address provided herein, by text
message or verbally by telephone to the number provided herein, or in person.
The Actor understands the necessity to attend all scheduled rehearsals, recording
sessions and other events necessary to the completion of this Picture ("Scheduled
Events") in order for the Producer to complete this Picture on schedule. If
attendance at any Scheduled Events is not possible, Producer will be notified as
soon as possible.
6. Warranties. Actor represents and warrants that he/she has the right to enter into
this Agreement and to grant Producer all rights herein granted.
7. Governance. This Agreement will in all respects be governed by and interpreted,
construed and enforced in accordance with the laws of the State of Indiana. Any
action arising out of or relating to this Agreement, its performance, enforcement
or breach will have jurisdiction and venue in a state or federal court situated
within the State of Indiana; and the parties consent and submit themselves to the
personal jurisdiction of said courts for all such purposes.
This Agreement constitutes the entire agreement by and between the Actor and the
Producer and supersedes any and all prior contracts, understandings, negotiations, and
agreements with respect to the Producer and the subject matter hereof, whether oral or
written.
Actor Name: Fro. (\ I( Bv c. (. h
Signature
Actor email address:
Actor phone number:
Actor address:
Andrew Benninghoff, Producer
90
ACTOR AGREEMENT
14<.\.1' ';7
This agreement is entered into as of the L 1/ r;/ \ \ (Date) by and between ~
, BttCi39*,h (the "Actor") and Andrew Benninghoff (the "Producer"). In the event of the
Actor's death or total incapacity, "Actor" means the Actor's heirs, devisees,
beneficiaries, trusts, assignees or other successors-in-interest. "Producer" includes the
licensees, assignees, future ovmers, or other acquirers or successors-in-interest of
Producer.
1. Grant of Rights. The Actor hereby grants to the Producer and to its licensees,
assignees, and other successors-in-interest, all rights of every kind and character,
exclusively and in perpetuity, in and to the Actor's performance, appearance,
likeness, name and/or voice (the "Performance") in connection with the motion
picture entitled The Districts which is based on the concept and outline by
Andrew Benninghoff (the "Picture").
2. Performance. The Actor hereby authorizes the Producer to photograph, videotape,
film and record (on film, tape, through motion capture or any other medium), the
Performance and audition(s) for the Performance; to edit the same at its discretion
and to include it with the performances of others and with sound effects, special
effects, digital effects and music; to incorporate the same into the Picture, trailers,
posters or other materials or programs related to the Picture; to use and to license
others to use such records and photographs in any manner or media whatsoever,
including without limitation unrestricted use for purposes of publicity,
advertising, sales promotion and merchandising; and to use my name, likeness,
voice, biography or other information concerning the Actor in connection with the
Picture and for any other purpose associated with the Picture. The Actor further
acknowledges that the Producer o\\'11S all rights to the Picture.
aJ.ct t { ' ~ ' \ < J v"( ({. .J
3. Terms. The Producer hearby agrees to give the Actor materials needed to prepare
for performance in the role of ;fWlJR, including the script and schedule as
available. The term of engagement shall begin on or about October 1, 2010 (the
"Start Date") and continue until May 1, 2011, or until the completion of the
recording of said role.
4. Compensation. The Actor confirms hislher understanding that he/she will receive
compensation of zero dollars and no cents ($0.00) for Performance in this Picture.
All expenses related to the Performance, including wardrobe, transportation and
other expenses, shall be the sole responsibility of the Actor unless prior agreement
and approval by Producer. The Actor shall receive credit for Performance as well
as a DVD copy of the final film delivered to the address provided herein at
completion of this Picture, which may be used as part of the Actor's reel if
desired.
ys....'
....
91
5. Notices. All notices, which either party is required or may desire to serve
hereunder, shall be in writings to the email address provided herein, by text
message or verbally by telephone to the number provided herein, or in person.
The Actor understands the necessity to attend all scheduled rehearsals, recording
sessions and other events necessary to the completion of this Picture ("Scheduled
Events") in order for the Producer to complete this Picture on schedule. If
attendance at any Scheduled Events is not possible, Producer will be notified as
soon as possible.
6. Actor represents and warrants that he/she has the right to enter into
this Agreement and to grant Producer all rights herein granted.
7. Governance. This Agreement will in all respects be governed by and interpreted,
construed and enforced in accordance with the laws of the State of Indiana. Any
action arising out of or relating to this Agreement, its performance, enforcement
or breach will have jurisdiction and venue in a state or federal court situated
within the State of Indiana; and the parties consent and submit themselves to the
personal jurisdiction of said courts for all such purposes.
This Agreement constitutes the entire agreement by and between the Actor and the
Producer and supersedes any and all prior contracts, understandings, negotiations, and
agreements with respect to the Producer and the subject matter hereof, whether oral or
\\'Titten.
rtA-r r y \f." IfY'I (? S
Actor Name: FIl'tllk Btte:wlieh
Signature:
Actor email address:
Actor phone number:
Actor address:
92


ACTOR AGREEMENT

This agreement is entered into as of the ____1/31/11___________ (Date) by and between
Jaddy Ciucci (the Actor) and Andrew Benninghoff (the Producer). In the event of
the Actors death or total incapacity, Actor means the Actors heirs, devisees,
beneficiaries, trusts, assignees or other successors-in-interest. Producer includes the
licensees, assignees, future owners, or other acquirers or successors-in-interest of
Producer.
1. Grant of Rights. The Actor hereby grants to the Producer and to its licensees,
assignees, and other successors-in-interest, all rights of every kind and character,
exclusively and in perpetuity, in and to the Actors performance, appearance,
likeness, name and/or voice (the Performance) in connection with the motion
picture entitled The Districts which is based on the concept and outline by
Andrew Benninghoff (the Picture).
2. Performance. The Actor hereby authorizes the Producer to photograph, videotape,
film and record (on film, tape, through motion capture or any other medium), the
Performance and audition(s) for the Performance; to edit the same at its discretion
and to include it with the performances of others and with sound effects, special
effects, digital effects and music; to incorporate the same into the Picture, trailers,
posters or other materials or programs related to the Picture; to use and to license
others to use such records and photographs in any manner or media whatsoever,
including without limitation unrestricted use for purposes of publicity,
advertising, sales promotion and merchandising; and to use my name, likeness,
voice, biography or other information concerning the Actor in connection with the
Picture and for any other purpose associated with the Picture. The Actor further
acknowledges that the Producer owns all rights to the Picture.
3. Terms. The Producer hearby agrees to give the Actor materials needed to prepare
for performance in the role of Samantha Burroughs, including the script and
schedule as available. The term of engagement shall begin on or about October 1,
2010 (the Start Date) and continue until May 1, 2011, or until the completion of
the recording of said role.
4. Compensation. The Actor confirms his/her understanding that he/she will receive
compensation of zero dollars and no cents ($0.00) for Performance in this Picture.
All expenses related to the Performance, including wardrobe, transportation and
other expenses, shall be the sole responsibility of the Actor unless prior agreement
and approval by Producer. The Actor shall receive credit for Performance as well
as a DVD copy of the final film delivered to the address provided herein at
completion of this Picture, which may be used as part of the Actors reel if
desired.
5. Notices. All notices, which either party is required or may desire to serve
hereunder, shall be in writings to the email address provided herein, by text
message or verbally by telephone to the number provided herein, or in person.
The Actor understands the necessity to attend all scheduled rehearsals, recording
93
94
ACTOR AGREEMENT
'Ibis agreement is entered into as of the ~ 1- R9 ~ 1ull(Date) by and between Jeff
Stone (the "Actor") and Andrew Benninghoff (the" roducer"). In the event of the
Actor's death or total incapacity, "Actor" means the Actor's heirs, devisees,
beneficiaries, trusts, assignees or other successors-in-interest. "Producer" includes the
licensees, assignees, future owners, or other acquirers or successors-in-interest of
Producer.
1. Grant of Rights. The Actor hereby grants to the Producer and to its licensees,
assignees, and other successors-in-interest, all rights of every kind and character,
exclusively and in perpetuity, in and to the Actor's performance, appearance,
likeness, name and/or voice (the "Performance") in connection with the motion
picture entitled The Districts which is based on the concept and outline by
Andrew Benninghoff (the "Picture").
2. Performance. The Actor hereby authorizes the Producer to photograph, videotape,
film and record (on film, tape, through motion capture or any other medium), the
Performance and audition(s) for the Performance; to edit the same at its discretion
and to include it with the performances of others and with sound effects, special
effects, digital effects and music; to incorporate the same into the Picture, trailers,
posters or other materials or programs related to the Picture; to use and to license
others to use such records and photographs in any manner or media whatsoever,
including without limitation unrestricted use for purposes of publicity,
advertising, sales promotion and merchandising; and to use my name, likeness,
voice, biography or other information concerning the Actor in connection with the
Picture and for any other purpose associated with the Picture. The Actor further
acknowledges that the Producer owns all rights to the Picture.
3. Terms. The Producer hearby agrees to give the Actor materials needed to prepare
for performance in the role of Chancellor Odinsky, including the script and
schedule as available. The term of engagement shall begin on or about October 1,
2010 (the "Start Date") and continue until May I, 2011, or until the completion of
the recording of said role.
4. Compensation. The Actor confirms hislher understanding that he/she will receive
compensation of zero dollars and no cents ($0.00) for Performance in this Picture.
All expenses related to the Performance, including wardrobe, transportation and
other expenses, shall be the sole responsibility of the Actor unless prior agreement
and approval by Producer. The Actor shall receive credit for Performance as well
as a DVD copy of the final film delivered to the address provided herein at
completion of this Picture, which may be used as part of the Actor's reel if
desired.
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5. Notices. All notices, which either party is required or may desire to serve
hereunder, shall be in writings to the email address provided herein, by text
message or verbally by telephone to the number provided herein, or in person.
The Actor understands the necessity to attend all scheduled rehearsals, recording
sessions and other events necessary to the completion of this Picture ("Scheduled
Events") in order for the Producer to complete this Picture on schedule. If
attendance at any Scheduled Events is not possible, Producer will be notified as
soon as possible.
6. Warranties. Actor represents and warrants that he/she has the right to enter into
this Agreement and to grant Producer all rights herein granted.
7. Governance. This Agreement will in all respects be governed by and interpreted,
construed and enforced in accordance with the laws of the State of Indiana. Any
action arising out of or relating to this Agreement, its performance, enforcement
or breach will have jurisdiction and venue in a state or federal court situated
within the State of Indiana; and the parties consent and submit themselves to the
personal jurisdiction of said courts for all such purposes.
This Agreement constitutes the entire agreement by and between the Actor and the
Producer and supersedes any and all prior contracts, understandings, negotiations, and
agreements with respect to the Producer and the subject matter hereof, whether oral or
written.
Actor Name: Jeff Stone
Signature:
Actor email address:
Actor address:
/
Andrew Benninghoff, Producer

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ACTOR AGREEMENT
This agreement is entered into as of the '\\ (Date) by and between Jim
Hettmer (the "Actor") and Andrew Benninghoff the 'Producer"). In the event of the
Actor's death or total incapacity, "Actor" means the Actor's heirs, devisees,
beneficiaries, trusts, assignees or other successors-in-interest. "Producer" includes the
licensees, assignees, future owners, or other acquirers or successors-in-interest of
Producer.
1. Grant of Rights. The Actor hereby grants to the Producer and to its licensees,
assignees, and other successors-in-interest, all rights of every kind and character,
exclusively and in perpetuity, in and to the Actor's performance, appearance,
likeness, name and/or voice (the "Performance") in connection with the motion
picture entitled The Districts which is based on the concept and outline by
Andrew Benninghoff (the "Picture").
2. Performance. The Actor hereby authorizes the Producer to photograph, videotape,
film and record (on film, tape, through motion capture or any other medium), the
Performance and audition(s) for the to edit the same at its discretion
and to include it with the performances of others and with sound effects, special
effects, digital effects and to incorporate the same into the Picture, trailers,
posters or other materials or programs related to the Picture; to use and to license
others to use such records and photographs in any manner or media whatsoever,
including without limitation unrestricted use for purposes of publicity,
advertising, sales promotion and merchandising; and to use my name, likeness,
voice, biography or other infonnation concerning the Actor in connection with the
Picture and for any other purpose associated with the Picture. The Actor further
acknowledges that the Producer owns all rights to the Picture.
3. Tenns. The Producer hearby agrees to give the Actor materials needed to prepare
for perfonnance in the role of The Bomber, including the script and schedule as
available. The tenn of engagement shall begin on or about October 1, 2010 (the
"Start Date") and continue until May 1, 2011, or until the completion of the
recording of said role.
4. Compensation. The Actor confirms his/her understanding that he/she will receive
compensation of zero dollars and no cents ($0.00) for Perfonnance in this Picture.
All expenses related to the Perfonnance, including wardrobe, transportation and
other expenses, shall be the sole responsibility of the Actor unless prior agreement
and approval by Producer. The Actor shall receive credit for Performance as well
as a DVD copy of the final film delivered to the address provided herein at
completion of this Picture, which may be used as part of the Actor's reel if
desired.
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- -
5. Notices. All notices, which either party is required or may desire to serve
hereunder, shall be in writings to the email address provided herein, by text
message or verbally by telephone to the number provided herein, or in person.
The Actor understands the necessity to attend all scheduled rehearsals, recording
sessions and other events necessary to the completion of this Picture ("Scheduled
Events") in order for the Producer to complete this Picture on schedule. If
attendance at any Scheduled Events is not possible, Producer will be notified as
soon as possible.
6. Warranties. Actor represents and warrants that he/she has the right to enter into
this Agreement and to grant Producer all rights herein granted.
7. Governance. This Agreement will in all respects be governed by and interpreted,
construed and enforced in accordance with the laws of the State of Indiana. Any
action arising out of or relating to this Agreement, its performance, enforcement
or breach will have jurisdiction and venue in a state or federal court situated
within the State of Indiana; and the parties consent and submit themselves to the
personal jurisdiction of said courts for all such purposes.
This Agreement constitutes the entire agreement by and between the Actor and the
Producer and supersedes any and all prior contracts, understandings, negotiations, and
agreements with respect to the Producer and the subject matter hereof, whether oral or
written.
Actor Name: Jim Hettmer
Signature:
Actor email address:
Actorphonenumber:
Actor address:
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98

ACTOR AGREEMENT

This agreement is entered into as of the 26
th
January, 2011 (Date) by and between Paul
Daily (the Actor) and Andrew Benninghoff (the Producer). In the event of the
Actors death or total incapacity, Actor means the Actors heirs, devisees,
beneficiaries, trusts, assignees or other successors-in-interest. Producer includes the
licensees, assignees, future owners, or other acquirers or successors-in-interest of
Producer.
1. Grant of Rights. The Actor hereby grants to the Producer and to its licensees,
assignees, and other successors-in-interest, all rights of every kind and character,
exclusively and in perpetuity, in and to the Actors performance, appearance,
likeness, name and/or voice (the Performance) in connection with the motion
picture entitled The Districts which is based on the concept and outline by
Andrew Benninghoff (the Picture).
2. Performance. The Actor hereby authorizes the Producer to photograph, videotape,
film and record (on film, tape, through motion capture or any other medium), the
Performance and audition(s) for the Performance; to edit the same at its discretion
and to include it with the performances of others and with sound effects, special
effects, digital effects and music; to incorporate the same into the Picture, trailers,
posters or other materials or programs related to the Picture; to use and to license
others to use such records and photographs in any manner or media whatsoever,
including without limitation unrestricted use for purposes of publicity,
advertising, sales promotion and merchandising; and to use my name, likeness,
voice, biography or other information concerning the Actor in connection with the
Picture and for any other purpose associated with the Picture. The Actor further
acknowledges that the Producer owns all rights to the Picture.
3. Terms. The Producer hearby agrees to give the Actor materials needed to prepare
for performance in the role of THOR, including the script and schedule as
available. The term of engagement shall begin on or about October 1, 2010 (the
Start Date) and continue until May 1, 2011, or until the completion of the
recording of said role.
4. Compensation. The Actor confirms his/her understanding that he/she will receive
compensation of zero dollars and no cents ($0.00) for Performance in this Picture.
All expenses related to the Performance, including wardrobe, transportation and
other expenses, shall be the sole responsibility of the Actor unless prior agreement
and approval by Producer. The Actor shall receive credit for Performance as well
as a DVD copy of the final film delivered to the address provided herein at
completion of this Picture, which may be used as part of the Actors reel if
desired.
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