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Richard Kelly Cracks Open THE BOX For Mr. Beaks!

After wrestling with the philosophy of time travel in DONNIE DARKO and the addled state of a partially nuked America in SOUTHLAND TALES, writer-director Richard Kelly has done the unthinkable with THE BOX. He's kept it simple. Based on a six-page short story by Richard Matheson titled "Button, Button" (which was turned into a TWILIGHT ZONE episode in 1986), Kelly's third film is basically a three-character thriller set in 1976 about a young, happily married Virginia couple, Arthur and Norma Lewis (James Marsden and Cameron Diaz), whose lives are irrevocably altered when a hideously deformed stranger, Arlington Steward, (Frank Langella) turns up on their doorstep with a mysterious box. Inside the box is a button. If the button is pressed, two things will happen: 1) the Lewis' will receive $1 million, and 2) a random person they do not know will die. When I chatted with Kelly about the film last week, he sounded relieved to be free and clear of the multiple storylines and divergent concepts that kept his first two movies from connecting with mainstream audiences. "I really tried to keep it simple on this," he said. "It's under two hours, I don't have, like, thirty characters and prequel graphic novels. It's nice to do something simple." He paused, and there was the beginning of a mischievous grin. As with the button, there's a catch. "But 'simple' for me always ends up becoming complicated in some way." When you see the trailer (which is scheduled to go online in a week or so), you'll see what he means. Though the premise couldn't be clearer, what was once a twenty-four-minute parable has been expanded to include an investigation into Steward's background, a nefarious organization (which employs Steward), and some intriguing science-fiction elements (NASA's Viking program is involved somehow). Obviously, liberties have been taken. But Kelly has done more than expand Matheson's narrative. He's personalized it. As you'll read in the below interview, Kelly has set the film in and around the part of Virginia where he grew up and imbued the main characters with many of his parents' qualities (e.g., Arthur works at NASA, as did Kelly's father). And while THE BOX was shot digitally using the Genesis camera, Kelly has designed it to look like a 1970s film (he references both Roman Polanski and Vilmos Zsigmond as inspirations). It's strange that Kelly waited until he made his first studio film to dig this deep into his childhood, but everything he's done up until now has been confounding in one sense or another. What's important this time around is that Kelly is as focused and comfortable as I've ever seen him. Whatever he set out to do with THE BOX, it seems pretty clear that he's accomplished it. We'll have to wait until October 30th to find out for ourselves. For now, I offer up this wide-ranging (and completely spoiler-free) conversation which touches on Kelly's smooth sailing with the MPAA, why he chose to adapt "Button, Button", how he digitally removed a third of Langella's face, and much more. He does talk briefly about the Bernard Herrmann-esque score by Arcade Fire's Win Butler, Regine Chassagne and Owen Pallett - which is finished, but will not be heard in the trailer. (I could be wrong, but I'm pretty sure the music in the trailer is from DARK CITY.) This is a long, sometimes tech-heavy discussion, but there are lots of fascinating insights into the digital filmmaking process. I hope you dig it.

Richard Kelly: Funny enough, there's not one cuss word in the entire film. (Laughs)

Mr. Beaks: Is that by design?

Kelly: Yeah. I wanted to make a suspense film that was old-fashioned. And it's sort of for my mom, too. The film has a lot to do with my parents, and I wanted to make a movie that they would be 100% behind when they saw it. I thought it would be nice to try to make a suspense film and try to scare people without resorting to gore or violence. I'm sort of trying to be an old-fashioned prude and give myself those restrictions: PG-13, don't resort to violence and... no foul language as well!(Laughs) I just threw that in there. When you see the MPAA thing on the trailer, it lists, like, "Disturbing Images." There is some violence in it, but there's nothing in there about language. In pretty much every PG-13 banner, there's something in there about language.

Beaks: So why isn't it just PG?

Kelly: Because Frank Langella is missing half of his face. That, technically, is gore. But when you see it, it's a disfigurement; it's not like he has blood and stuff hanging and oozing from his face. It's disturbing.

Beaks: Still, I'm a bit surprised. Raimi got away with so much in DRAG ME TO HELL.

Kelly: This was never even a concern. That's another thing you learn when you make a studio film: you submit materials to the MPAA even before you start shooting. We did the mold of Langella's face, and then our makeup artist carved out a gigantic chunk of his face, where you can see his teeth and everything. He did the sculpture, digitally scanned it, and then Langella wore green makeup and dots all over his face so we could digitally redo his face. We had all of that stuff submitted to the MPAA even before shooting, and worked with them to make sure that we would be completely within PG-13. And when I was editing the film around May of 2008, when Chris Nolan was putting the finishing touches on THE DARK KNIGHT, I went to his editing house, met him and his wife, and they showed me Two-Face's digital makeup to make sure that what they were doing wasn't too similar to what we were doing with Langella - which was cool. We were in completely different places, but it was still pushing into new territory in terms of digital makeup. But, yeah, we were a-ok on the PG-13 to begin with. It's funny you mention DRAG ME TO HELL. I'm trying to think where the most gore in that actually happened.

Beaks: There's the embalming fluid gag. That's pretty nasty. And there is blood. There's that bloody nose bit.

Kelly: Where the blood sprays out of her nose? And that's the thing with blood. You'd be surprised how quickly too much blood pushed that PG-13 to R. They have these weird little rules.

Beaks: I think it also depends on what kind of day they're having. Like if you catch them right after they saw some cannibal horror flick.

Kelly: Yeah, they just saw something really intense, and when they see yours, it's not as intense. It's definitely a little bit of a crap shoot, but I've been fortunate not to ever really be pushing any boundaries. Listen, certain films, like THE HANGOVER, have to be R. But there are so many obstacles you have to overcome to get a film made at a studio, and get what you want out of it, that if you can figure out a way to make it PG-13 and still get what you want as an artist, it makes your life a lot easier. It really does. I love DRAG ME TO HELL. Had they pushed it into R, maybe he could've shown more, but I think the film worked pretty damn good as a PG-13.

Beaks: When you talk about wanting to do this as an old-fashioned movie, is that because of the Richard Matheson pedigree, which is tied into THE TWILIGHT ZONE?

Kelly: Yeah, it's his pedigree. The short story was published in 1970 in PLAYBOY. It's only about six to eight pages long. We held on to the character names of Arthur and Norma Lewis, and I gave Mr. Steward a first name, Arlington. It's very faithful to the spirit of the story. And being aware of Matheson and THE TWILIGHT ZONE... he did re-write his story for the later version of the show in 1986. So there's Matheson's pedigree and the fact that the story takes place in 1976. With all of those elements together, I felt like I wanted this to have an old-fashioned quality, to have that feeling you get when you watch those old TWILIGHT ZONE episodes - but also to feel like a 1970s picture in a way. I wanted it to feel like it was made in the '70s, like with that style of photography. Even though we did use the Genesis camera... and I remember in an interview or a commentary I did somewhere that I said, "If I ever shoot a '70s period piece, I'll never shoot it digitally." (Laughs) I've officially flip-flopped my position. Because once I saw ZODIAC... that's so beautiful and consistent, I absolutely felt like I was looking into the '60s and '70s. [Fincher] used the Viper on that film and BENJAMIN BUTTON, and, like I said, we used the Genesis on THE BOX. But it was a flawless experience. We had no problems with the camera system. We did a bunch of tests with filters and the shutter speed and daylight exteriors - a lot of testing to make sure that we were doing everything right so that we'd get a consistent look.

Beaks: Just to replicate the look of the film stock from that era?

Kelly: Not exactly. With some of the filters, yes. In terms of haloing some of the light and getting a subtle glow from lightbulbs and headlights, that soft quality that you might feel is reminiscent of Polanski.

Beaks: Or Vilmos Zsigmond?

Kelly: Yeah, Vilmos Zsigmond a bit. It's funny. When Marsden saw the film last week, he brought up DRESSED TO KILL and early De Palma for some reason. We do use a lot of zoom lenses. But because it's the Genesis, it has clarity that's beyond that. But it still does not feel digital. I've seen it digitally projected and I've seen a print, and I have to say I prefer the print because Genesis transfers to film beautifully. It's such a great camera system. Normally, when I see digitally-photographed films, I prefer to seem them digitally projected. And I do prefer digital projection only because I hate cigarette burns at the reel changes. And I hate it when the plate system is not well calibrated and you sometimes lose a few seconds in between changes. That drives me crazy - especially when it's a film I directed. My biggest nightmare is having a press screening where the projectionist is not quite hitting the reel changes right. That's upsetting. And that's why I'm like, "Please, just digitally project it." But I'm really happy with the print [of THE BOX].

Beaks: Who was your DP again?

Kelly: It's Steven Poster, who shot DONNIE DARKO and SOUTHLAND TALES. It's our third time together. We really went for it in diving into the digital world. There are two shots in the film that were shot with film cameras because we had to go up to maybe 120 frames-per-second, really slo-mo stuff that we couldn't do with the Genesis. But it's completely digital other than that. It was a huge asset, too, in terms of the performances. Jimmy and Cameron would love to do serious takes, where, for instance, in the Corvette on the way to the rehearsal dinner - and, actually, that got cut out of the film - or sitting across from each other at the kitchen table having a discussion about the button unit or lying in bed having a discussion as they're watching Johnny Carson... they would just love to run the scene as many as like six or seven times without me saying cut. So they'd run it, start over, run it again, and we'd just run the tape out. I ended up getting more takes on this film - and I had more days and a bigger budget than I've ever had to work with, which helped, too. But I eneded up getting more takes on this film than I ever have because you don't have to reload. It was also because of Langella's face and the digital f/x work. Eliminating scanning from the process helped a great deal. We had to send all of his face shots to multiple f/x houses, like to India to have the clean dots removed from the clean part of [the face], and out to Venice Beach for a gradient. There are only 300 visual f/x shots in the movie. It's not like a visual f/x movie. I mean, there is a science-fiction element to the film, and there is some stuff that is clearly CGI in the story sense that you know you're looking at something otherworldly. But there's also Langella's face and a lot of wide shots of Richmond, Virginia where we very meticulously transformed all of the buildings and all the architecture back to the way it was in 1976. And we added 1970s digital cars. And snow. A lot of digital snow we had to add in places. There are a lot of invisible CGI shots all throughout the movie. There'a a shot we did in the mirror of Arthur's Corvette; he's pulling away, and you see a kid at the valet [making a peace sign] in the rearview mirror. It's an impossible shot to get that we had to digitally sandwich in. I really felt like I had more toys to play with on this movie. And it's great to feel like you're using the technology to tell the story and not just to show off with it. I had to do a lot of convincing... it was a big effort to get the digital version of Langella's face as opposed to just makeup. It's hard to subtract a third of someone's face by adding a bunch of stuff, because then you have to add a whole bunch and subtract from that. And then it just ends up looking like a guy with a bunch of appliances glued to his face. Frank and I both really wanted to do it digitally. And I'm really happy that we did. I feel like whenever Frank is on screen, you can't take your eyes off of him because... (Laughs) well, because half of his face is missing! But you're clearly looking at something that isn't there as opposed to something that's been glued on. It's negative space. And it took a long time, like eight months, to finish all the CGI. But I'm glad we got it that way.

Beaks: You saved Frank a lot of tedious hours in makeup every morning.

Kelly: The way old-age makeup has evolved is amazing. Seeing what they did in BENJAMIN BUTTON, but also in GREY GARDENS. I thought the makeup was extraordinary in that, what they did with Drew [Barrymore] and Jessica [Lange]. I loved the film, and the performances were unbelievable, but the makeup looked terrific. And that was a film where, had the makeup not looked terrific, it would've gotten in the way of how great the actresses were. Even for television, I was amazed at the quality they achieved in that film. It's exciting how the science of makeup is improving.

Beaks: Regarding your meticulous approach to depicting that era, it seems like one of the big difficulties with period films is how do you make it feel of that time without it being about, "Hey, it's the 1970s! Groovy, man!"

Kelly: I hope the film feels lived in, in the sense that you feel like you are living in the world of 1976, but not in a way that's too self-conscious or too kitschy. You can't get away from kitsch in the 1970s because it was everywhere. But also in Richmond, Virginia, which is a very conservative Southern city. It was the capital of the confederacy. It's the northern end of the South. It's where I grew up, and it's where my family still lives. And you're dealing with the suburbs. But I feel like we were able to... like, one of the biggest things was the wallpaper. '70s wallpaper is intense. So we have some very intense wallpaper in the movie.

Beaks: Maybe that's why you got a PG-13. "Intense Wallpaper."

Kelly: (Laughs) Right. But you look at the research, and people had crazy patterns. It's kind of beautiful. I mean, it's jarring at first, and some of it is coming back. But from room-to-room in houses, people would have jarring shifts in the style of wallpaper. People do that today, but back then it was very aggressive in terms of different patterns put next to each other. And there were a lot of earth colors, a lot of brown and green and stuff. And you've just got to embrace that in a way where you don't go crazy with it. So I feel like we've utilized restraint. But it's very fun. And it's made me really want to do more period pieces, like deeper in the past, and find a way to photograph the past in a way that hasn't been done before. All of the authentic Richmond stuff that we did... it was so fun spending hours looking at meticulous historical photos of downtown Richmond. It's stuff that a lot of people wouldn't notice, but we went to a lot of effort to remove any hint of modern signage or vehicles or anything. I just find that's the most fun part of the filmmaking process for me - where you can really do your homework with CG and get into all the details as much as possible. It's really exciting.

Beaks: Do you think you might be moving in a more Zemeckis direction?

Kelly: It's interesting you say that. I can't get too much into it, but my next project might have a significant amount of motion capture in it. It's only about thirty-five percent of the film that will have motion capture; the rest is completely real world. Because I will never, ever... I will always love to be on location in a real place photographing actors in a real environment. That is incredibly exciting. But there's also something amazing about manufacturing a world from scratch. They're both incredibly exciting. So in the next film, I'm going to try to have both: very gritty location work and a bunch of CGI stuff that fits together in a very organic way.

Beaks: That's the right balance. I really believe that. You don't want to abuse it. You want to use it to augment that which is real and tangible.

Kelly: I don't know if I could do a whole film on a greenscreen stage. I need to be in the real world for at least part of it. But I've also seen all of the behind-the-scenes on BEOWULF and THE POLAR EXPRESS, and all the motion capture stuff that Zemeckis... pioneered, really, and that other people are pioneering as we speak. It is incredibly exciting and cool to see Anthony Hopkins and Robin Wright Penn walking around with all of the dots in that big beer drinking hall in BEOWULF, and all the props are wireframe props painted pink or green so that the cameras... can see through the props and still capture all of the information from all of the actors' bodies. There's something really surreal about that, and you can see the actors really enjoying it. I think motion capture to me is more exciting than just greenscreen. And I think Langella felt this too. Because there were all of these things attached to his face, it gave him something to work with. We decided early on that his performance as Arlington Steward... he wanted it to be like Fred Astaire showing up at the front door to charm his way into the house. Because he's got this job to do: he has to get into the house and make the offer. He's like a traveling salesman. But he has half of his face missing. So he has to disarm Cameron when he first sees her. But, overall, his performance is very understated. And I remember the studio giving us comments on the dailies. It was very nerve-wracking, but I remember most of the comments were very positive and supportive; we had that sort of sigh of relief after the first week. But I remember one of the comments was that they were concerned that Frank was too soft-spoken and understated as the villain. And we were like, "Don't worry. When you see what his face looks like, he doesn't need to do anymore than that. The face is going to make such an impression." I was definitely glad we made that choice. But it was very complicated. You had to have all of these additional digital cameras capturing all of the volume-metric space that it sits in and everything. (Laughs) It's really complicated.

Beaks: How many cameras did you need?

Kelly: You have to have three additional HD cameras. And then you have to pull all of the actors out and do clean plates with the motion-tracking head. And then they have to go in with a ball with a mirror on it. They hold the ball up to where his face is to get the reflection of the light in the room. Because there's a partial translucence with skin tissue, and ambient light glows through it. It's a very intricate process in creating digital skin tissue so that the lighting in the natural environment where you're photographing the actor has some sort of translucent effect... so that it doesn't look like you're looking at digital skin. It's actually much more complicated than I'm articulating right now. It added probably four or five days to our shooting schedule - which made everyone's eyes roll back into their heads. "Can't we do it digitally?" And they're like, "Richard, it's going to add four days to the shooting schedule and this amount of money to our postproduction budget. Do it with makeup." Those are the battles you have to fight. But when everyone saw it at the end, they were like, "Whew! Thank god we did it digitally!"

Beaks: So what was the point of reference for Cameron and James in terms of portraying their characters?

Kelly: My parents. They spent a lot of time with my parents. The short story is six pages long, and Arthur and Norma... there wasn't time for their backstory. So I thought, "Here's this amazing premise about greed and responsibility and so many things that you can't put into words. There's this button, and being responsible for the death of another human being, and what constitutes responsibility." And I thought, "We want to tell this story and expose this premise to two characters, let them be very moral people, very likable people." And I figured that I felt that way about my parents, and that this is the type of movie they would love. They exposed me to Alfred Hitchcock when I was a young teenager; they showed me REAR WINDOW and THE BIRDS and PSYCHO. So I thought, "What if I take their love story and life in Richmond, Virginia as an upwardly middle class couple in 1976, and place them into Richard Matheson's short story?" And that's what I did - which all of a sudden made it the most personal film I've ever made. (Laughs) They have a son [in the film] who's ten or eleven. I obviously would barely be one year old in 1976, but you could argue that their single child is maybe a representation of me in the story. So all of a sudden I feel like I'm making this profoundly personal film, which, at the same time, is this mainstream studio thriller with this high-concept premise. So it was sort of an interesting merger of my parents' story with Matheson's story, which was written before I was even alive but that I discovered on THE TWILIGHT ZONE in 1986. I was in my parents' bedroom watching THE TWILIGHT ZONE with my dad when I saw "Button, Button" for the first time. So to think that I've taken them and plugged them into this Matheson concept is... to this day, I can't believe that we pulled it off. So that's why Jimmy and Cameron spent a lot of time around my parents. Cameron listened to my mom talk for forty-five minutes and recorded it. She recorded a phone conversation of my mom talking about her life. And then she went to a dialogue coach to learn how to do my mom's Texas accent. Meanwhile, Jimmy did a Virginia accent because my dad's from Virginia. Their Southern accents are slightly different. And when my parents came on set for five or six shooting days, they were just freaking out. They felt like they had stepped into a TWILIGHT ZONE episode by being on set. It's very meta. You have my parents feeling like they're in a TWILIGHT ZONE episode watching James Marsden and Cameron Diaz portray very personal, autobiographical things about their life with their son directing it in this amazing Richard Matheson story that we've all grown up with. (Laughs It was really, really interesting. Then we shot at NASA down at Langley for a week, which is where my dad worked for fifteen years. Marsden drives a silver Corvetts in the film - and my dad didn't drive a Corvette; he drove a Pontiac. But Marsden drives into this press conference at the NASA campus facility down there where my dad attended the press conference for Viking. He also used to play basketball for the NASA basketball league. But literally my dad is looking at a younger version of himself driving to work in the same exact manner that he did at a place that hasn't changed since the '70s. The Langley facility down at NASA has not changed at all since the '70s; it's like you're in a time warp down there. So it was really pretty surreal. It really gave Jimmy and Cameron homework to do. That's one thing: you want your actors to leave your meeting with a big stack of books, because then they come back to you with so much and so many questions. You get a lot of the direction out of the way, so when you're on set you can focus on the details. Everyone's not trying to play catch up.

Beaks: By working your parents into this story, is this an attempt at some kind of catharsis? Or are you just personalizing the story so that it's got a more tragic or heartbreaking dimension.

Kelly: It's definitely heartbreaking. And it's not that my parents are the kind of people who would push the button or anything like that. I don't think they are. It's more about taking people who... I personally know that my parents are very good people, and I have an enormous amount of respect for them. But in the episode that aired in '86, their Norma was a shrew and he was a weasel; they were kind of annoying and selfish. I didn't want that to be the case at all with the film; I wanted them to be extremely likable and extremely intelligent people, characters you really care about. But even those characters can be tempted by this dilemma. That's part of Arlington Steward's agenda, which is revealed at the end of the film. If this is ultimately some sort of test that's being conducted on humanity, they would seek out the best and brightest examples of humanity. They would choose and try to snare people who would be least likely to commit an act of violence. Arlington's not going to show up at the house of a sleazy, amoral couple that would push the button within ten seconds of him making the offer. He's not going to go those people. He's going to go to the people who are least likely to do it to see if he can convince them. And then, ultimately, what are the consequences on those people once the button is pushed, and what actions do they take after - because [THE BOX] is all about act two and act three. Can they save themselves? What is the meaning of this thing? And what ramifications does it have for perhaps the entire planet? It gets into a lot of really big ideas. And I thought if there was going to be a married couple at the center of it, why not make it my mom and dad? (Laughs) They haven't seen the film, but my hope is that they'll get a real kick out of it, that it'll be a once-in-a-lifetime experience for them. You know, as your parents are getting older, you always want to pay them back in some way; you want to give them a gift for all the sacrifices they made. It's definitely a risk, you know, asking my parents if it's okay to bring elements of your personal life into this. They trusted me with it, so my hope is that they're happy with it, and they feel like it was something that made their lives more enjoyable. We'll see what happens. Hopefully they don't hate it.

Beaks: That's a great way of coming at the story. It solves the problem of "How do you expand the short story?" You make it about good people who get tripped up morally. Now you've got a three-act story, and not just a twenty-four minute parable.

Kelly: Then they have to become detectives in act two and act three. And Arlington knows that. It almost becomes a game that they play. They're playing into his hand. And then it's "Can Arlington be conquered? Can he be defeated? And can they discover the identity of his employers?" - which is something that is ultimately to be debated. I hope it's one of the big things that is debated about the film. There's a lot to chew on when you leave the theater. I spent a lot of time working through the story. We had a lot of people from NASA coming on as story advisers. A gentleman named Gentry Lee, who worked with Carl Sagan and Arthur C. Clarke for many years; he helped co-create the television show COSMOS, and co-wrote the RAMA series with Clarke. He is still an employee of JPL in Pasadena, and has been a part of many of the space missions. He was very closely involved with the Viking lander, which landed on Mars in 1976. My dad is about ten years younger than Gentry; my dad was a younger scientist at Langley at the time who worked on the early camera system concept for the Viking before it got launched for the first time. He was one of several teams that was given the task of creating this system, and it was my dad's team's concept that they chose to go with after several years of development. So it was interesting having Gentry brought on to the film as a consultant. He actually has a role in the film; he plays one of Arthur's bosses, and has a few lines. So it was great to bring in all of these NASA guys, and have them sort of vet the logic of the film, and talk about the philosophy of it. We really spent long dinners with Cameron and Jimmy and Gentry just going through the entire script, and he brought so much to it. We're going to have him do his commentary track on the DVD. He's literally the smartest human being I've ever met in my entire life. He speaks seven languages, and his wife is now pregnant with his eighth child.

Beaks: Jesus! How old is he now?

Kelly: He's seventy.

Beaks: That's impressive.

Kelly: Yeah. But I spent a long time really working on the story, and hopefully turning it into something that is thought provoking. I guess I can show you the trailer. (Pulls out a laptop.) The music in the film was done by Win Butler, Regine Chassagne and Owen Pallett.

Beaks: That's the whole Arcade Fire collaboration we've been hearing about.

Kelly: Right. And Owen is a part of Final Fantasy, but he collaborates with Arcade Fire quite a bit. Marcus Dravs engineered the score with them. He did their last two albums and just did Coldplay's new album.

Beaks: That's a bit of a coup.

Kelly: It was a long, long courtship to get them to do it. The score from the trailer is not them. It's sort of trailer score, you know?

Beaks: And this is the score that will be on the final trailer?

Kelly: Yes, I believe so. Just so you know that, when you hear the score, it's not Win and Regine. You've probably heard the trailer score before. But in a weird way, when you're trying to broadly market a film... I don't question the science of it. Because they do have it down to a science. But the score that [Win, Regine and Owen] did is very Bernard Herrmann. It's very lush. They did eighty minutes of score.

Beaks: Really? Depending on the run time of the movie, that's a lot. Did you let them score long passages of the film?

Kelly: There's a sequence in the library with no dialogue for four minutes that's all music. It's a very score-heavy film. And there's pop songs in it, too. We have Eric Clapton, Grateful Dead, Wilson Pickett, Scott Walker and The Marshall Tucker Band. It's Virginia 1976, so I wanted to have that Southern Rock flavor. (Laughs) I'm just grateful to have a film coming out on more than fifty screens with a marketing budget of more than $300,000.

We'll have a link to the trailer the minute it hits next week. I should also note that Kelly will be showing footage from the film at Comic Con in July. THE BOX opens nationwide on October 30th, 2009. Faithfully submitted, Mr. Beaks

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