Production Information-     Monty Kessler (BRENDAN FRASER) is a Harvard scholarship student well on his way to graduation summa cum laude.  Driven to succeed, Monty panics when a severe winter storm causes his computer drive to crash and takes with it his senior honors thesis.  As he rushes to the library to copy the existing pages of his draft, Monty begins a learning experience that's different from anything he's experienced at Harvard....     Simon Wilder (JOE PESCI) had a cozy home in a highly desireable  neighborhood.  Centrally located in Cambridge, Massachusetts, in the midst of Harvard University's historic Quadrangle, the only thing missing, perhaps, was a view.  Though technically homeless, Wilder had created a safe harbor against the frigid winter outside....in the basement of Harvard's Widener Library.     Monty unexpectedly meets Simon after dropping the only cop of his senior thesis through a sidewalk grate -- into the lap of Wilder in the basement below.       Kessler's discovery of Wilder's quarters results in the older man's eviction from his "home" by campus security.  However, desperate to get his thesis back, Kessler makes a deal with Wilder:  for every accommodation Kessler grants Wilder, he will receive one page of the thesis from the now truly homeless man.  Kessler begins by offering Wilder shelter in an abandoned VW van parked in Kessler's own backyard.     What beings as a trading-off for necessities becomes a discovery that life's most important lessons are not necessarily learned by the book...     Academy Award-winner Joe Pesci is Simon Wilder in "With Honors," a film about four career-bound Harvard students who are forced to re-examine their own values after encountering this acerbic, homeless man.  Starring with Pesci are Brendan Fraser as Monty; MOIRA KELLY as the highly competitive Courtney; PATRICK DEMPSEY as Everett; and JOSH HAMILTON as Jeff.     Acclaimed writer-actor-political commentator GORE VIDAL makes a co-starring appearance as the feared and revered Professor Philip Hayes Pitkannan.  A Nobel laureate, he has the authority to recommend or deny a student's cum laude -- "with honors" -- status at graduation.     A Spring Creek Production for Warner Bros. release, "With Honors" is directed by ALEK KESHISHIAN, following the critical success of this 1991 full-length documentary, "Truth or Dare."  It is written by WILLIAM MASTROSIMONE, an acclaimed playwright who received a Golden Globe Award for his telefilm "Sinatra."     The film is produced by PAULA WEINSTEIN and AMY ROBINSON with ABE MILRAD and G. MAC BROWN co-producing.  JON PETERS and PETER GUBER executive produce.     Others on the distinguished production teams are Swedish cinematographer SVEN NYKVIST ("Chaplin"); production designer BARBARA LING ("Falling Down"); editor MICHAEL R. MILLER (Barton Fink") and customer designer RENEE EHRLICH KALFUS ("What's Eating Gilbert Grape"). -- About The Production --     Producer Paula Weinstein first read "With Honors" at the request of Warner Bros., where the film had been in development for several years.  What she liked about the project "was the idea of dealing with the issue of a homeless man at one of the most elite institutions in America.  It was an opportunity to open the eyes of these students, who generally feel that by having been accepted at such a prestigious school, they are ordained for greatness.  We want to show what would happen if real life really pushed up against these kids.  Simon stops them mid-track and forces them to find their own way -- so that they could become not just great leaders, but also great citizens."     When the highly praised Madonna documentary, "Truth or Dare," was released, Weinstein had met with its director, Alek Keshishian in the hope that they might be able to find a project together.  Shortly afterward, he called to say that he had heard about the script for "With Honors" and was interested in directing it.     "To begin with, I was intrigued because it was Harvard," recalls Keshishian, who graduated summa cum laude from the university in 1986.  "Secondly, I liked the premise of four students coming of age in college and the idea that an education isn't something you just learn with hour head, it's something you learn through your heart as well."     Weinstein, who previously helped guide first-time director Steve Kloves through his debut film, "The Fabulous Baker Boys," feels that "as a producer, what you dream for, and should dream for, is to either have an extraordinary established director or someone new who has a burning passion and vision for your film."     "From our first meeting, I saw that Alek had the story in his head and that he understood what it was about.  He had lived those years, was critical of those years, and enjoyed those years.  By the time he said 'action,' I was very confident.     "We both felt," continues Weinstein, "that the film had to be an ensemble piece, with Monty and Simon's relationship at the center.  But for Monty's character to work, we have to see the other students, the world he lives in.  Alek made it a more balanced piece."     "In the ensuing conflict between this man and these Harvard students," explains Keshishian, "the students learn a lesson about life and love, about forgiveness and compassion.  Thematically, that fascinated me.  On another level, it's also about appearances.  In its most obvious form, it's the privileged Harvard student and the man who's failed by our culture's standards.  But below that surface you realize that appearances are deceptive -- because Simon Wilder is actually the greatest professor Monty could every hope for."     "And with Monty, you realize that in this case, the quintessential Harvard student is a scholarship student whose own father walked out on the family when he was very young and that he's dealing with his own demons.  You discover why he is so driver, so that the drama that unfolds between these two people interlocks and causes a catharsis in both."     Producer Amy Robinson feels that "the story makes a true statement about the homeless, which is that they are not a 'mass.'  They are individuals and each has a life and each has a history and a reason for being where they are.  And certainly, Simon is a very specific person with wit and intelligence and very clear reasons why he happens to be living in the basement of Widener Library.  He's a man who made certain choices in his life that he may not be completely happy with, but he has accepted them.  And he's a person who has lived an adventurous life and has had a lot of good and bad things happen to him."     --- Casting ---     From the very beginning, Weinstein, Robinson, and Keshishian knew who they wanted for the role of Simon Wilder, "Joe Pesci," says Weinstein, "personifies the kind of rebellious spirit that is Simon.  There is a kindness, tough-mindedness and a real humanity to him."     Adds Keshishian, "For Monty, who is such a straight arrow, to come into the arena with Joe Pesci as Simon is intrinsically interesting.  And Pesci is both a great dramatic actor and a great comic actor."     "When I read this script," explains Joe Pesci, "I really like the character of Simon Wilder.  And I think that if the character is in the script, his personality will come out."     "I liked the idea of playing a bum, as I prefer to call Simon.  I think a bum is different from a homeless person because the bum has more of a choice.  For me, he can do whatever he wants to do and that has a lot of appeal.  Not all are without education and many are bright, they've simply chosen to drop out.  A homeless person, on the other hand, has no choice.  Often he is someone who wants to be back in society, to help himself. "     "Simon is more of a bum, and to play a bum who has lived an interesting life and during the course of the story helps younger people, was appealing to me."     "It's funny, because a professor can tell kids certain things and they won't pay attention.  But another older person will come along, befriend them, ear their trust and tell them the very same thing in a different manner, and they'll listen."     "I think that's what happens in our film.  When Monty first meets me, he hates me.  He's studying government and I start to bring some real democracy into his life and he doesn't like it.  But he learns a lot more from me than he's learning from his classes."     "And I think Simon has an impact on each of the roommates as well.  He makes them see the absurdity of their own seriousness, and by the end each has changed."     Once Pesci committed to the film, the search began for the four roommates.  For Alek Keshishian, when he met with Brendan Fraser, "I knew he was the right actor for the role.  What initially struck me was that he had the air of being a Harvard student.  Monty need to be slightly arrogant as well as sensitive and vulnerable, so in rehearsals what we tried to do was mix the tow -- and through the rehearsal process, I actually saw Brendan turn into Monty."     "It was really a question of masking Monty's vulnerability so that during the course of the movie, Simon simply peels off layer after layer of Monty's mask until he's forced to deal with his true emotional nature."     Adds Pesci, "Simon doesn't let Monty get away with anything; he forces him to make decisions and when he makes the wrong decision, Simon nails him.  He's merciless that way.  But eventually they form a real bond."     "In a way," says Brendan Fraser, "Simon and Monty fit like pieces of a puzzle.  When we first meet Monty he is someone who would avoid a person like Simon.  And then Simon charms him and they strike up a friendship which really turns into love.  By allowing Simon to enter into his consciousness, Monty learns to be honest.  It's an awakening of sorts that gives him a new path, a new destiny."     "From the beginning," recounts Weinstein, "Alek wanted Moira Kelly to portray Courtney.  She's extremely sweet and yet, like Courtney, Moira is a very strong personality."     Observers Keshishian, "Courtney thinks she is very politically correct.  She's an architecture major in a highly competitive environment, she lives with three guys and yet there are many contradictions.  I think that Courtney and Monty are kind of mirrors to each other.  They're both really driven -- Courtney may be a little bit more in touch emotionally, but not a lot.  It's so ingrained in her to be strong that she won't let herself be vulnerable."     Moira Kelly explains, "Courtney cares a lot about her roommates and would do anything for them.  She tends to be the diplomat, always keeping peace in the house.  When Simon first appears, she doesn't know what to think of him.  She's not sure she knows why he's there and what he really wants.     "Being in school, you're sheltered from reality, and no one ever really prepares you for the day when you step out into the world.  But then Simon beings to teach us what it's really like to have a kind heart, to be human and try to understand what the rest of the world is like.     And then there's Everett who, as described by Keshishian, is "an almost legendary eccentric on campus.  He's got a dry wit, a fascination with wine and women and yet there's something a little bit lost about him.  He lives life voraciously but he's unwilling to commit.  He loves to stir up trouble and then sit back and watch the result.  He looks at life with a certain level of detached amusement.     Says Patrick Dempsey of his character, "Everett is kind of terrified of leaving college.  He's got his rooster, Gorky, his radio program, his wine collection and plenty of female companionship.  You get the sense that he doesn't really go to class very often.  He loves words and there's a compassionate side to him.  He's sort of the older brother of the group," Keshishian explains.     "But the truth is, he's not really as strong as he would have you believe.  In fact at one point he says 'weakness is my strong suit.'  And I think that Simon gives him the confidence to understand that he's going to be fine outside of Harvard."     "Everett," says Patrick Dempsey, "is a 'legacy,' which means his father went to Harvard and it was always expected that he, too, would go there.  But he just wants to have a good time and to appease his father."     Jeff is the roommate who vehemently opposes Simon's acceptance as a housemate.     Asserts Keshishian, "I really wanted Josh Hamilton to play this role and it certainly was casting against type because Josh happens to be one of the most sympathetic people I've met.  Jeff is a very tough role to play because, for a major portion of the movie, he's a bit of a villain, but I wanted it played with a great deal of sympathy because we really need to understand why he's one of the roommates to being with."     "Jeff Hawkes is just a guy trying to get by," notes Hamilton.  "It's his senior year, it's expected he'll go to med school, he's trying to write his thesis and having a hard time.  The pressure on him is enormous and the last thing he needs is a psychotic homeless man moving into the house.  It creates complete chaos for him.  He can't sleep, he bolts his bedroom door at night.  It totally disrupts his equilibrium.     "What appealed to me about the role is that I find him to be the most understandable character in the story.  He reacts in a way that I can easily relate to."     The casting of the distinguished Gore Vidal was a coup that served many important purposes in the film.     "When we thought of the type of professor we wished to personify," recounts Weinstein, "we knew that Gore Vidal would have a shorthand for that man.  He would understand him, would understand his conservative nature, his rigid holding on to power.  He would understand that his was someone well worth going after and poling fun at without taking it terribly seriously."     The irony for Gore Vidal was that, prior to filming his scenes in "With Honors," he has been lecturing at Harvard.  As for Professor Philip Hays Pitkannan, "I see him as one of the mandarins of the American power establishment," says Vidal.  "Personally, I think he's a monster, which is why I'm trying to play him with great charm."     Adds Keshishian, "Pitkannan is the kind of professor who teaches being pessimistically analytical and what Simon Widler wants to impart to these kids is the idealism of youth.  That idea that anything is possible -- have faith, get rid of the cynicism."     "One of the things we absolutely wanted to avoid," recalls Weinstein, "was making a caricature of Professor Pitkannan.  The scene in the lecture hall is a key scene, because that's the scene in which Monty is intellectually turned against his mentor.  And if Simon doesn't convince Monty in that scene that Pitkannan is a false God, then the transference to Simon is impossible. "     "Pitkannan is no fool.  He respects that Monty disagreed with him -- that the boy had the guts to go up against him.  Would Pitkannan have taken the same road?  No, because by giving up graduating with honors, he would have given up his secure future.  Monty will now have to find his own way, he'll have to prove himself that much more, but the personal lesson he learned was far more important." ---- On Location --     "With Honors" began principal photography in the Eliot House Quad at Harvard University.  Following a week's filming in and around the Cambridge, Massachusetts campus, the company moved to Chicago, where witht he exception of three days in Minneapolis and a day at the University of Illinois' Champaign-Urbana campus, they remained until completion of production in May.    Keshishian, who grew up just outside of Boston, knew exactly what he wanted to see of Cambridge in his film, and so, for what turned out to be the coldest week in Boston in nearly a century, cast and crew traversed Harvard's campus, filming scenes in the Radcliffe Yard, at the Quincy Gate, On Plympton Street, on Week's Bridge, and at the landmark Out-Of-Town News in the middle of Harvard Square.  During one night's filming, the towers at Eliot House, Lowell House and Dunster House were lit, an even which usually only happens to commemorate a special occasion.     Only the very astute will notice that the interior and exterior of Harvard's Widener Library, where Simon Wilder has take up residence, have been "cheated," or filmed using another site as a substitute.  Because of limited access to Harvard's buildings, the interior of Widener was filmed across the Charles River at the olds and most distinguished independent library in America, the Boston Athenaeum, while the exteriors were filmed in Minneapolis at the University of Minnesota's  performing arts center, Northrop Auditorium.     For production designer Barbara Ling, the hardest part of her job was matching Chicago to the New England campus.  While the establishing scenes were filmed in Cambridge, there were still quiet a few exteriors to be shot in Chicago.  "One of the key sets was Monty's house," recounts Ling.  "We needed a nice little house with a decent back yard because that's where the van would be.  I looked at student housing in Boston to get a feel for neighborhoods and ultimately we found a clapboard house on a brink block in Hyde Park, the of the oldest sections of the city.  We then 'borrowed' several adjoining yards in order to make it big enough."     Five interior sets for the film were build in an empty warehouse in the Chicago suburb of Cicero while other interior sequences were filmed in the basement of the Old Follett Book Building, at the University of Illinois Medical School, at the Chicago Theological Seminary in Hyde Park, at one of Lake Forest's oldest and largest estates, at the Morton Arboretum near Wheaton and inside Levey Mayer Hall at Northwestern University's Chicago campus.     "Initially, when I first sign on to a film, I do what I call a 'feeling' of the film in a photographic montage," continues Ling, "I show this to the director and go thought it with him.  Alek and I visited Cambridge together and I was able to get a flavor of what he was looking for.  The tone of 'With Honors' is very dark and muted, thought with an ever-present sense of Harvard crimson and red that is carried though and touches on everything."     The two weeks in Boston were important in capturing the flavor of "With Honors."  According to costume designer Renee Ehrlich Kalfus, "Having the opportunity to film at the university was a crucial element for me because it a afforded me a perfect opportunity to do research.  For example, we realized almost immediately, that new England student have a different definition of cold!  Most of the kids at Harvard weren't wearing gloves or hats, while we were all bundled up in a much down and wool as we could find.  Once the actors noted this, they decided to play it that way and they were really making a very big commitment because it's one thing to not wear gloves or a hat when you're walking from quad to quad -- it's another thing to entirely stand out in the cold filming for several hours at a time with bare head and hands.     "An interesting aspect of the film for me, was developing Simon's 'bum look.'  I was very please to see what finally emerged from all the bits and pieces we had pulled together to show Joe Pesci.  Wardrobe is very important to Joe, so it was wonderful watching him come up with little things that made the clothing Simon's.  He'd do little things like open his jacket and walk around showing off his Harvard sweatshirt.  And the lining of his trench coat is a very hold golden satin that's drenched with grease and oil, but when you catch a glimpse of the lining when Simon's gesticulating and walking around, there's something slightly regal about it."     "I don't think there's any point in making a movie unless you have a great director of photography," remarks Weinstein.  "When you look at all the really good directors, they have all picked great DP's to work with and they work with them again and again.  It was one of the thrilling moments of the film when Sven Nykvist agreed to photograph it."     According to Nykvist, "for a first-time feature film director, Alek is very good technically; it surprised me that he knew as much as I did.  I have been asked many times to work with fledgling directors because I like to help as much as possible.  Also, because I have directed films myself, I understand how important it is to have a good relationship with your cinematographer.  We must work hand in hand.     "The most important thing in this collaboration is to discuss and discuss -- to get to know each other.  The director must tell me what he things about the film so I can follow in his footsteps."     "'With Honors' is a very personal film and I liked that.  I read the script two or three times to understand what I could do that would be interesting in the lighting.  I change lighting for every film, but in each film I have to have a key light.  In nature, the key light is the sun, but in cinema, we have to have other lights or there is too much contrast."     When photographic was completed, composer Patrick Leonard created a warm, reserved score for the film that emphasized both the traditions shaping the Harvard students' attitudes and the gradual thawing of their outlook as they experienced the unexpected warmth of Simon Wilder.  In addition, pop superstar Madonna contributed a song to the soundtrack, which will be released on her Maverick Recording Company label and distributed by Warner Records.  The soundtrack, created with the participation of music supervisor Danny Bramson, includes songs by current hit recording artists such as The Cult, Lyle Lovett, the Pretenders, Belly, Mudhoney, and Babble as well as nostalgic numbers by Nat King Cole and Duran Duran.     Warner Bros. Presents a Spring Creek Production of An Alek Keshishian Film: Joe Pesci, Brendan Fraser, Moira Kelly, Patrick Dempsey and Josh Hamilton in "With Honors," co-starring Gore Vidal.  The music is by Patrick Leonard the co-producers are Abe Milrad and G. Mac Brown; and the film editor is Michael R. Miller, A.C.E.  The production designer is Barbara Ling; the director of photography is Sven Nykvist, A.S.C.; and the executive producers are Jon Peters and Peter Guber.  The film is written by William Mastrosimone, produced by Paula Weinstein and Amy Robinson and directed by Alek Keshishian.  It is distributed by Warner Bros., A Time Warner Entertainment Company.