There's something missing from Lucy's (SANDRA BULLOCK) life. Although she has an apartment, a cat, and a few friends from her job at the Chicago Transit Authority token booth, she doesn't have a family of her own and always spends holidays working. The good news is Lucy has fallen in love with the drop dead gorgeous man she sees every day at work. The bad news is, they've never met. That is, until he's mugged and falls into the path of an oncoming train and she saves his life. But when she goes to see him at the hospital, Lucy is mistaken as his fiance', and with the dream man in a coma, who's going to deny it?

When the mystery man's family appears and identifies him as Peter Callaghan (PETER GALLAGHER), the close-knit Callaghans, including father Ox (PETER BOYLE), mother-in-law Elsie (GLYNIS JOHNS) and mother Midge (MICOLE MERCURIO), welcome the opportunity to once again become a part of their estranged lawyer-son's life. They instantly include Lucy in their Christmas celebration and she brings new life to their household. Despite Lucy's misgivings about taking advantage of the misunderstanding, she so much enjoys the warmth of the family she never had, there is no turning back.

But, Peter's brother, Jack (BILL PULLMAN) is suspicious. And as Lucy learns more about her seemingly perfect alleged bridegroom-to-be, she starts to wonder if her Mr. Perfect really is Mr. Right. As she attempts to stay one step ahead of Jack's probing questions, Lucy is surprised by her attraction to him. And if it all seemed complicated to her when Peter was sleeping ... what will happen when he wakes up?

In Hollywood Pictures' and Caravan Pictures' romantic comedy "While You Were Sleeping," Sandra Bullock stars as Lucy, the lonely transit worker who is welcomed into the grateful family of her comatose Dream Man when she is mistaken for his fiance'.

Hollywood Pictures presents, in association with Caravan Pictures, "While You Were Sleeping." Directed by Jon Turteltaub, from a screenplay written by Daniel G. Sullivan ; Fredric Lebow, the producers are Joe Roth and Roger Birnbaum. Co-producers are Charles J.D. Schlissel and Susan Stremple. Executive producers are Arthur Sarkissian and Steve Barron. Buena Vista Pictures distributes.

"The story is about making yourself whole, and one of the things that makes us whole is family," says director Jon Turteltaub, who has also directed Walt Disney Pictures' "Cool Runnings," the comedy which became The Walt Disney Studio's top-grossing live-action film of 1993.

"Lucy has no parents, no siblings, no support group to keep her buoyed in life," continues Turteltaub. "She has wit and charm and intelligence, but she has a sense that something is missing. She sets out on this journey to figure out what it is that will make her whole."

Producer Roger Birnbaum, the head of Caravan Pictures, says of his attraction to the project, "The script really succeeded for me because I found it had a unique premise that was funny as well as emotional. You have the notion of a girl who falls in love with a stranger and then, by mistake, is taken as his fiance' ... So, she is engaged to a guy in a coma whom she's never met. With a romantic comedy, you want to laugh and be moved by the romance and you want to feel uplifted. This script really succeeded for me in those ways."

The original screenplay for "While You Were Sleeping" was written by the screenwriting team of Daniel G. Sullivan, Fredric Lebow, and is their first produced script. They met and became friends during a writing class at NYU. After graduation Lebow moved to Los Angeles and although they pitched some concepts together, they still wrote separately. When Sullivan moved to Los Angeles as well, they decided to collaborate. Lebow introduced Sullivan to executive producer Arthur Sarkissian who took an active and encouraging role in their careers.

"Both Fred and Dan are very good souls," says Sarkissian, "They're very straight forward and very family oriented. They write from the heart and I think that the purity of the characters, that unpretentious quality, comes through in their writing."

While Sarkissian was working on the development of their first script, "Snowflakes," the duo approached him with the idea for another story which would eventually become "While You Were Sleeping." The original premise for their first draft came to them while they were joking around about the tribulations of dating. "We started out with the main character, a fish salesman in New York City, who sees a gorgeous Scandinavian woman passing by," relates Lebow. "He thinks he's in love and starts following her through the streets. But before he gets up his nerve to speak to her, she is hit by a newspaper truck and falls into a coma."

"While we were pitching the idea," continues Dan Sullivan, "We were told that the opening seemed too predatory, having a man stalk a woman. We flipped the sexes, making our main character a woman, but we kept the same basic question, exploring how we might fall in love on sight, and how we can project qualities onto another person just because we desperately want to be in love with them."

Comments producer Birnbaum about the making of the film, "Ask any of the stars about the filming of `While You Were Sleeping' and they unanimously will tell you three things: they loved working with Sandra Bullock, they loved working with Jon Turteltaub, and they had a lot of fun making the film. They laughed. They laughed a lot."

Speaking about Jon Turteltaub as his choice for director, Birnbaum says, "When I first met with him, he reminded me of the young Rob Reiner, whom I had worked with on 'The Sure Thing,' the first movie that I produced. I found Jon to be a very intelligent, very funny and very sensitive guy. It might not look like an obvious step to go from 'Cool Runnings' to this project, but the movie business is all about finding talented people and exploring their depth and understanding the range of their ability."

"Jon Turteltaub has a lot of clown in him, in the best spirit of the word," says Sandra Bullock. "He managed to pull together a group of people who are funny and he is so funny himself, that if he gives you a direction of how to make something funnier, even if you're convinced that your way is best, he's probably right."

"What I liked most about this script was the people that populate the story," comments Turteltaub. "Every character is interesting and fun, and real. And in front of it all there is the character of Lucy. She's a very beautiful, hilarious, sweet girl who is single, can't find a man and works in the subway, which is not a very typical urban profile.

"The role of Lucy is a tough part to play," continues Turteltaub. "In essence, the character of Lucy is the typical male romantic comedy role. She's the funny one who finds a good looking guy. What I had to do a lot in thinking of the structure and the characters was to transpose the situation ... flip it and ask, `To what lengths would I go for the perfect girl?'"

Turteltaub remembers, "While we were making 'Cool Runnings' together, Dawn Steel said to me that one of the things she loves to see in films is ordinary people doing extraordinary things. I really connected with that idea as well. In this story, you have Lucy who is theoretically an ordinary person going through an extraordinary time, pushing herself to new limits and becoming overwhelmed. Instead of doing it just for the sake of falling in love with a man, she does it for the sake of finding out what is missing in that empty spot. And she finds that what makes her whole is not necessarily just a guy, but in connecting with her need to be a part of a family."

"We needed to cast the role of Lucy first," says Roger Birnbaum, "Sandra Bullock was a really obvious choice. When I was President of Fox, she did a small film for us called `Love Potion #9,' and now, of course, she has blossomed. We knew that she was ready for a lead role in a romantic comedy."

"Sandra is phenomenal," adds Turteltaub. "Aside from being a lot of fun and sharp and witty as a person, as an actress she hits every beat. She's always trying new stuff and she gives a hundred percent every time. She is sexy, smart, independent, beautiful and tough, and she doesn't take herself too seriously, which I think describes both Sandra and Lucy."

"The story is told through Lucy's perspective but I still see it as more of an ensemble piece," says Sandra Bullock. "All of the cast are so funny and so much fun, and so incredibly talented. I never had to worry about whether the joke was going to be set up right. Many of the scenes I played by myself or with one other person, but when I got with the family it became so hysterical. It was a continual struggle to keep a straight face during off-camera lines."

Sandra gives a lot of reflection to the character she plays: "At the beginning of the story Lucy is alone, but she isn't feeling sorry for herself. Her family is deceased and she doesn't go out much because she is working. But she doesn't realize how alone she is until she gets caught up in this situation and finds not only this beautiful family but also these two brothers."

"Jack Callaghan is a working class guy," says Jon Turteltaub. "He's got a great sense of humor and, like Lucy, he also doesn't take himself that seriously. He has dreams like Lucy has dreams, but he has a strong grounding in his family. We were confident that Bill Pullman was the perfect choice for the role."

"When Jack enters the scene, he's kind of suspicious about what's going on with Lucy," begins Bill Pullman, describing his character and his attraction to the role. "That approach allowed me initially to keep a distance, to be quizzical and ironical about what Lucy's all about, and that's a comfortable mode for me to start from."

"I think Jack is a little bit out of time," says Pullman. "He has a different sensibility, and different interests than someone from a more purely pop-culture upbringing. Jack's nature has also put him in the role as parent to the adults in the family. He has developed an ironic sense of humor to help him navigate the kind of lunacy around him, but it has kept him at a distance from life ... from 'Gettin' off the porch and gettin' out into the street.'"

Bill Pullman and Peter Gallagher have starred together previously in "Malice" and both agree that their past experience helped them to more quickly develop their connection as brothers in "While You Were Sleeping."

"Peter Callaghan comes from a working class Irish family," says

Peter Gallagher. "He's broken away from the family and become a really successful businessman who enjoys being a bachelor. When he has a near-death experience on the tracks, he realizes that maybe he hasn't been looking at life in the richest way, and I think he also realizes just how much he has distanced himself from his family."

Peter Gallagher explains, "When Lucy admires Peter on the train platform, she's falling in love with an image from afar. It's like star worship. The star looks great, and then you get to know that person and you realize that there are certain human dimensions that don't conform to the fantasy that you had created."

"Peter Gallagher as Peter Callaghan was actually one of the first actors we thought of in the casting process," Roger Birnbaum says. "He's a great actor with a wonderful sense of humor and there is a delicate balance to be struck within the role he portrays. On the one hand you could say that this is a movie about a man in a coma and that sounds very serious. But obviously, we're making a comedy. So when he comes out of the coma, Peter has to be real but funny. He is also a very handsome guy, and Peter Callaghan needed to be a handsome guy so that Lucy could look at him and fall in love at first sight.

"I thought the script was charming," says Gallagher, speaking about his attraction to the project. "I was drawn to the story and also to working with Jon Turteltaub as a director. And I thought I'd be able to lie down for most of it," he adds jokingly.

Veteran stage and screen actors Peter Boyle, Glynis Johns and Jack Warden were cast in the roles of Ox Callaghan, mother-in-law Elsie and family friend Saul Tuttle, respectively. Commenting on the choices, Roger Birnbaum states, "Ox Callaghan needed to be a very strong patriarch who had a fire in his belly. Peter Boyle was a really good idea for the role. The character of the mother-in-law Elsie is a really quirky gal. When our casting directors Amanda Mackey and Cathy Sandrich suggested Glynis, we thought it was a delightful idea because we knew she would be perfect. And who wouldn't want to make a film with Jack Warden?" adds Birnbaum.

Peter Boyle, who stars as Ox Callaghan says, "Ox has this big sprawling family that he loves very much, even though he doesn't always understand them. He's kind of a befuddled patriarch, and a Jack of all trades, master of none in his business. He's got more heart than head, but it's a good heart and it's what gets him through."

"Ox is a very human character, very warm," Boyle continues. "I like playing the father role, with warm family relationships, it's very appealing. And such a great script about people falling in love. It explores the differences between idealized fantasies of the perfect mate and realities of the heart."

Glynis Johns, who portrays Elsie, was similarly drawn to the project because of the script. "I felt that the script had the right combination of comedy and romance," says Johns. "Elsie is really the opposite of my character in 'The Ref,' whom I had chosen to play because she had absolutely no redeeming quality whatsoever. She was very unpleasant. But in this film, Elsie is very lovable, and she is a funny and warm person, as indeed are the rest of the family."

"I liked the script and what it conveyed," says Jack Warden. "It's about family. And I identified with the part." Discussing his character, Warden says, "I think Saul was very devoted to his wife. When she died, he became lost. I believe Ox realized what washappening to Saul, that he was going down and was very lonesome, and so he madeSaul a part of the family. They always included him, which was very sensitive on their part, and consequently he became very devoted to them. I've known a lot of people like that," continues Warden. "I grew up during The Depression and it was a necessity in those days."

Once casting was complete, the filmmakers chose Chicago as their shooting location. "Chicago was just right for the setting of the story, and it's certainly not a city that's a stranger to me," remarks Roger Birnbaum, who, during his career either as a producer or as an executive, has made many movies there. "Chicago is a city that is friendly to filmmakers, a great urban city, very visually alive and diverse. And it has an exterior, elevated subway system, which is an integral element in the story."

Principal photography of "While You Were Sleeping" began on Saturday, October 8 on location in Chicago's downtown core. The first scene was shot along the banks of the Chicago River near Michigan Avenue at a hot dog vendor's stand where Lucy's boss, Jerry (Jason Bernard), asks her to work the fateful Christmas Day shift during which she will rescue her dream man from the oncoming train.

Unprecedented access was permitted to the production by the Chicago Transit Authority (CTA) who, for the first time, shut down service at one of their stations during daylight hours for filming. Shooting at the Randolph and Wabash station took four weekend dates. The dangerous high-voltage rail running along the tracks made it impossible for the crew to step off of the platform, and so a fifth day of filming was accomplished farther north at the Sedgewick station. That station has one section of rail where there is no live current, allowing the production safe maneuvering space to film Lucy's dramatic rescue of Peter Callaghan. The challenge for production was then to get the subway train up to speed as it approached the station so that it would continue to roll over the section of tracks without current, while getting the actors safely off the track in time.

Preparing the visual aspects of the production, including the cinematography, the production design and the costume design, are integral to creating and enhancing the setting and tone for the actors' performances.

Director of photography Phedan Papamichael most recently worked with director Jon Turteltaub on "Cool Runnings," and says, "Our relationship is very informal and very buddy-like. We design the shots together in a spontaneous and collaborative way, staying flexible to situations that change."

Speaking of Papamichael, Turteltaub says, "When I'm building the scenes and building the shots, I have complete trust and ease with him. His lighting is beautiful, his camera work is creative and his enthusiasm is always there. What I also like about him as a cinematographer is, while he's watching the frame he's also watching the performances within the frame."

Papamichael worked in collaboration with production designer Garreth Stover to achieve all of the settings for the characters. "Peter starts out as a very emotionally stark person and so his apartment, created in black, gray, white and chrome, was shot in cooler neutral light." Both the interior and exterior shots of Peter's apartment were shot at Chicago's prestigious Lake Point Tower which stands apart from the city's downtown core and is the tallest apartment building in the world.

"Peter's surroundings are in sharp contrast to the Callaghan

house, which is a warm pool of family love and unity and wholeness," says Papamichael. "Lucy's apartment is cozy but still grittier than the others, and we shot the outside world as a much colder place, as well. Keeping Lucy in mind, Chicago is played with an overcast, wintry look ... not depressing, but a little sad. The only exceptions to this are the brief flashback sequences which we stylized with rim lights and back lights and a golden feel that expresses Lucy's fondness for the memories of her father."

Discussing the general approach to the lighting design, Papamichael says, "Other than the flashbacks, we stayed away from stylizing any shots to give it a very realistic feeling. Sandra's performance is very honest and real and you can accept her in the role as a person who sells subway fares. And so the lighting can help the performance to come through, to be that much more accessible to the audience."

The choice of color palette was integral to production designer Garreth Stover's approach to the design of the feature. "Within the story I see there being three worlds," begins Stover. "There's Lucy's world, Peter's world and the Callaghans' world. When we first see Lucy she is sort of stuck within a beige world. So the train station, her apartment and even part of the hospital was kept to that kind of muted khaki color." Both exteriors and interiors of Lucy's apartment were shot at a brownstone-style apartment building near Logan Square.

Stover continues, saying, "Peter's world is colder, and so it's done in blues and grays. When Lucy is swept through the hospital, trying to follow Peter, we designed it so that the ICU ward where Peter lies in the coma is depicted as a renovated section done in the cooler colors, the blues and greens that reflected his character. A set of glass doors separates the two sections of the hospital with Lucy needing to pass from the older section and her old life into the new section in order to be with Peter."

"The Callaghans' house is the third part of the design," continues Stover. "They are the frenetic neighbors down the street where everyone loved to hang out, a very comfortable place which is especially colorful because it's Christmas time." The scenes in the Callaghans' house were shot in a turn-of-the-century house on-location in the Chicago suburb of La Grange.

Additional locations included Lady of Mount Carmel Catholic Church where the mass and wedding scenes were shot, and the Cook County Forest Preserve where some of the flashbacks of little Lucy with her father were shot.

Apart from the one day of exterior shooting accomplished at The Northwestern Memorial Hospital and one interior day at Sheridan Hospital which doubled for the Blood Donor clinic, the filmmakers chose to build the entire hospital set in a studio.

"Almost a third of the story takes place in the hospital," notes Stover. "It's very difficult to film in a real hospital for three solid weeks, because you might be disturbing real patients, and you don't have the freedom to remove walls or ceiling panels for varying camera angles." It is ironic that Stover, who had studied biochemistry and was planning to be a doctor before changing career paths, would end up designing the set for a hospital. "I knew from research and from working as a paramedic that there were certain elements of the ICU ward's design that must be correct and reality-based. For example, the nurse's desk has to be situated in such a way that the nurses can see all of the patients."

"Costume design for this film is not as it would be for a period piece, where you would design and manufacture every piece," explains costume designer Betsy Cox. "Here the design is more involved in bringing the characters to life in clothes that would be realistic for each of them. You have to do a kind of psychological evaluation of the character and then design their wardrobe so that each piece by itself and collectively helps to exemplify that individual's characteristics."

"We began from the script with Lucy, who is described as having very little money and a bare minimum of things," says Cox. "She remembers walking with Daddy through the railway yards, through fields of leaves. And when we first see her in the flashbacks, she is 6 or 7 and her father is wearing a coat, the same one that she has and wears years later. After her father dies, that coat is an emotional link with him. Her other clothes are modern but not expensive. The colors for her are all earth tones, grays, browns, rusts and greens."

Creating a look that reflects the character can be done with subtle touches. Explains Cox, "The overcoat that Peter Callaghan wears on his way to work was a very important part of the wardrobe for the successful young businessman who Lucy sees and admires in the beginning of the story. "We were shooting in winter time, in an El Train station which is usually dark gray and brown," says Betsy Cox. "I needed the color of his coat to be light enough that the camera could zero in on him immediately, enabling him to stand out in the crowd on the platform. The dark butterscotch color we chose was different enough to be seen, yet still had the elegance needed for his character."

Principal photography was completed during a night shoot on December 14 with a scene in which Lucy and Jack discuss their own hopes and dreams.

Speaking about the dynamics of the story, Jon Turteltaub concludes, "One of the frustrating things in life is that even though you're a good person, sometimes things don't necessarily work out that well for you. And what is nice about this movie, is that it's populated with good people who get good stuff."

SANDRA BULLOCK (Lucy Moderatz) recently starred in the smash-hit action-thriller "Speed" with Keanu Reeves and Dennis Hopper. She also starred with Sylvester Stallone and Wesley Snipes in "Demolition Man" and with Robert Duvall and Richard Harris in "Wrestling Ernest Hemingway."

She starred in "Love Potion #9" as Lenina Huxley, the lonely scientist who finds a magic elixir that makes her irresistible, in "The Vanishing" as Keifer Sutherland's lost lover, and in "When the Party's Over." In Peter Bogdanovich's "The Thing Called Love," Bullock not only portrayed an aspiring country singer, but also wrote and performed her own song "Heaven Knocked On My Door."

Born in Virginia to a German opera singer and an operatic vocal coach, Bullock spent much of her youth in Germany and on the road, developing a deep appreciation for the arts. While her mother sang in productions across Europe, Sandra and her sister would often sing in the children's chorus.

The family moved to Washington, D.C. when Bullock was a teenager. She enrolled in East Carolina University in North Carolina and, in her sophomore year, switched into the drama program to study acting.

When she moved to New York to pursue her professional career, Bullock was soon starring in such off-Broadway productions as "No Time Flat," directed by Peter Mahoney at the WPA Theatre. Her stage performances led to productions for television and quickly into feature films.

Bullock most recently completed filming the upcoming feature "The Net," which she is following with the comedy "Two If By Sea" with Dennis Leary. She is also set to star in and co-produce the feature "Kate and Leopold."

BILL PULLMAN (Jack Callaghan) stars in the upcoming "Casper," the Steven Spielberg production, based on the Harvey Comics character Casper the Friendly Ghost, and co-starring Christina Ricci and Cathy Moriarty. Pullman most recently starred in four diverse dramas: the contemporary noir "The Last Seduction"; Lawrence Kasdan's sweeping Western "Wyatt Earp" (having previously teamed with the director as William Hurt's publisher in "The Accidental Tourist"); the suspense thriller "Malice"; and the romantic drama "Sommersby."

Since making his feature film debut in the 1986 black comedy "Ruthless People," Pullman has appeared in many contrasting roles. He was the Winnebago spaceship captain in "Spaceballs," a Harvard anthropologist experimenting with voodoo in "The Serpent and the Rainbow," an unlucky vertical-blinds salesman in "Sibling Rivalry," a Montana rancher in "Cold Feet," a sympathetic reporter in "Newsies," Geena Davis' soldier husband in "A League of their Own," and Bridget Fonda's sensitive doctor in "Singles." Two recent performances in comedies were in "Sleepless in Seattle" and "The Favor."

Born and raised in the town of Hornell in upstate New York, Pullman initially sought a career in building construction. While attending a New York technical school, he became interested in drama, switched colleges and graduated with a bachelor's degree in theater arts. He continued his theater education with an MFA in directing from the University of Massachusetts at Amherst.

Pullman then accepted a teaching post in theater at the University of Montana, and despite becoming head of the department at age 27, he left two years later to move to New York and begin his acting career. He spent four years in regional theater and on the New York stage, including Lincoln Center and also appeared at the Kennedy Center and the Folger Theater in Washington, D.C.

Pullman won critical acclaim for his performance opposite Kathy Bates in the off-Broadway revival of Sam Shepard's "The Curse of the Starving Class" before moving to the West Coast in 1985 to star in "Nanawatai," the initial production at the Los Angeles Theatre Center. His focus on intense, physical dramas continued with L.A.T.C. productions of "Barabbas" and "All My Sons," but interestingly his film debut that followed was in the comedy "Ruthless People."

His most recent television credits include the TNT romance "Crazy in Love," in which he starred with Holly Hunter, and in the Hallmark Hall of Fame drama, "Home Fires Burning."

Pullman recently appeared on stage in Los Angeles co-starring with Hunter and Carol Kane in "Control Freaks," which was written and directed by Beth Henley.

PETER GALLAGHER (Peter Callaghan) has developed his acting career on stage, film and television, winning praise for his diverse performances.

Gallagher made his screen debut in Taylor Hackford's "The Idolmaker" in 1980. Subsequent film roles include "Dreamchild" with Ian Holm and Coral Browne, Jon Amiel's "Tune in Tomorrow," "Late for Dinner," "Bob Roberts," "Watch It," Harold Becker's "Malice," the Coen brothers' "The Hudsucker Proxy" and "Mother's Boys" with Jamie Lee Curtis. Gallagher has also worked extensively with director/producer/writer Robert Altman. He first teamed with Altman on "The Player," and recently starred in "Short Cuts" and "Mrs. Parker and the Vicious Circle," features that were directed and produced, respectively, by Mr. Altman.

On stage, Gallagher wowed audiences as the charismatic Sky Masterson in Jerry Zak's Tony Award nominated revival of the Broadway musical "Guys and Dolls." He made his stage debut in the 1977 revival of "Hair," and later starred on Broadway in "Grease." In 1986 he was nominated for a Tony Award for "Long Day's Journey Into Night" starring opposite Jack Lemmon. Further acclaim was received with his Theatre World Award for the Harold Prince production of "A Doll's Life" and with a Clarence Derwent Award for Tom Stoppard's "The Real Thing," directed by Mike Nichols.

On television, Gallagher starred in Showtime's Fallen Angel series episodes "The Frightening Frammis" directed by Tom Cruise, and "The Quiet Room," in which he collaborated with director Steven Soderbergh. His other credits include the Emmy and Peabody Award-winning miniseries "The Murder of Mary Phagan," and "The Caine Mutiny Court Martial," Gallagher's first experience working with Robert Altman in television. For PBS, he starred in both Clifford Odets' production of "The Big Knife" and Peter Sellar's silent film "The Cabinet of Dr. Ramirez."

As Gallagher's comic prowess is displayed in "While You Were Sleeping," he can be seen starring in Steven Soderbergh's dark film "The Underneath." Wanting to work together again after their successful teaming on the 1989 feature "sex, lies, and videotape," Soderbergh expressly wrote the lead role of "The Underneath" for Gallagher.

Most recently Gallagher wrapped production on the independent film, "Cafe Society," by first time director Ray De Filita. Presently he is filming Touchstone Pictures' "Last Dance," with Sharon Stone and Rob Morrow.

PETER BOYLE (Ox Callaghan) recently starred in the features "The Shadow," "Men of Respect" and "The Dream Team," as well as in the upcoming "Katie" with Helen Shaver. He has also starred as Robert Redford's campaign manager in "The Candidate," as the funny and touching Creature in "Young Frankenstein," and as the harsh bigot in "Joe," his highly-praised feature film debut.

His many feature credits also include "Slither," "The Friends of Eddie Coyle," "Steelyard Blues," "Taxi Driver," "The Brinks Job," "Surrender," "Outland," "Johnny Dangerously" and "Turk 182!"

In television, Boyle received a 1989 Emmy Award nomination for a guest appearance on "Midnight Caller" and his portrayal of Sen. Joseph McCarthy in "Tail Gunner Joe." He has starred in the miniseries "Echoes in the Darkness" and "The Tragedy of Flight 103: The Inside Story," and the A&E adaptation of Tennessee Williams' "27 Wagons Full of Cotton." He recently starred on the series "Lois and Clark," and in several episodes of "NYPD Blue."

Boyle was raised in Philadelphia and graduated from LaSalle College, before going to New York to study acting. After starring in such off-Broadway productions as "The Balcony," as well as on Broadway with the national company of "The Odd Couple," Boyle joined Chicago's Second City improvisational troupe, performing with them for two years. Returning to New York, he worked in commercials and comedy revues before starring in "Joe." Boyle currently resides in New York City with his wife and two daughters.

GLYNIS JOHNS (Elsie) is internationally renowned for her starring performances in motion pictures, on stage and on television. In 1960, she received an Academy Award nomination for Best Supporting Actress for "The Sundowners," and won the 1973 Tony Award for Best Actress in a Musical for Stephen Sondheim's "A Little Night Music."

"While You Were Sleeping" is Johns' fifth feature for the Walt Disney Studios, having recently co-starred in "The Ref." She has also starred in "The Sword and the Rose," "Rob Roy," and, at the personal request of Walt Disney, she accepted the co-starring role of Winifred Banks in "Mary Poppins."

Johns was born in Pretoria, South Africa, while her parents were performing with her grandmother's renowned musical touring company, The Steele Payne Bellringers. When Glynis was six, her mother, Alys Steele, and father, Mervyn Johns, returned to England to pursue their careers as concert pianist and actor respectively. Glynis was enrolled in a ballet school and by the age of 10 she made dance history by receiving a degree to teach ballet. By the age of 12, having won 25 gold medals in England for every kind of dancing, she was made principal ballerina and made her stage debut at London's Garrick Theatre in "Buckie's Bears."

Two other theatrical roles, one as Napoleon's daughter in "St. Helena" at The Old Vic, the other in Lillian Hellman's "The Children's Hour" at The Gate Theatre Club, led to her film debut at age 13 as Ralph Richardson's daughter in "South Riding," and also to an exclusive film contract with Alexander Korda. Johns later achieved international acclaim and recognition with "Miranda," playing a mermaid in the title role, a portrayal she reprised later in the sequel, "Mad About Men."

Among the more than 50 feature films that Johns has starred in are "49th Parallel" with Sir Laurence Olivier, "Halfway House" the only film she acted in with her father, Mervyn Johns, "State Secret" with Douglas Fairbanks, Jr., "Dear Bridget" and "No Highway in the Sky" with Jimmy Stewart, "Island Rescue" with David Niven, "The Magic Box" with Robert Donat and Sir Richard Attenborough, "The Promoter" with Sir Alec Guinness, "The Court Jester" with Danny Kaye, "All Mine to Give" with Cameron Mitchell, "Another Time, Another Place" with Lana Turner and Sean Connery in his first major role, "Shake Hands With the Devil" with James Cagney and introducing Richard Harris, "The Chapman Report" with Jane Fonda and Shelley Winters, "Papa's Delicate Condition" with Jackie Gleason, "Under Milkwood" with Richard Burton and Elizabeth Taylor, "Murder in the Family" with Jessica Tandy and Roddy McDowall, "Disraeli" with Sir John Gielgud, "Zelly and Me" and "Nukie."

Johns' extensive career in theater, in both Great Britain and the United States, includes starring in the title or lead roles in more than two dozen productions such as "Peter Pan" (at 19, the youngest actress to play the role), "Peg O' My Heart" and "A Kiss for Cinderella." Starring with Denholm Elliott, Joss Ackland and Pauline Collins, she played four different roles in "Come As You Are." On Broadway she has starred in "Gertie," George Bernard Shaw's "Major Barbara" which also starred Charles Laughton, an all-star cast in Shaw's "Too True to be Good," and, most recently, in "The Circle" with Rex Harrison.

A good friend of Noel Coward since she was a teenager, Johns starred in his play "The Marquise" at Stratford on Avon, as well as in the international tour which included The Kennedy Center. It was the rave reviews from that performance which twigged Harold Prince to cast her for her Tony Award-winning performance in Sondheim's "A Little Night Music."

Ms. Johns' many stage acting honors include the Variety Club's Best Actress Award for "Cause Celebre," the last play written by Terence Rattigan, as well as Canada's Dora Mavor Moore Award for Best Actress for her performance in "Harold and Maude."

Among her American television appearances have been guest starring roles on "Playhouse 90," "General Electric Theatre," "Dr. Kildare," "The Defenders," "12 O'Clock High," "The Cavanaughs," "Cheers" (as the mother of Shelley Long's character, Diane), "Murder, She Wrote," starring roles in her own series "Glynis" and in "Coming of Age," as well as in the miniseries "Little Gloria, Happy at Last."

MICOLE MERCURIO's (Midge Callaghan) recent feature credits include "The Client," "Wrestling Ernest Hemingway," "The Grifters," "A Thing Called Love" and "Welcome Home, Roxy Carmichael." Her other feature credits include "Gleaming the Cube," "War Party," "Colors," "Flashdance," "How I Got Into College," "Bad Guys," "Mask" and "Twice in a Lifetime."

For television she recently starred in the pilot for Scott Baio's series "Ties That Bind." She has guest starred in numerous television films including "Judgment Day: The John List Story," "Dark Music," "Getting Dead," "The Chase," "Somebody's Daughter," "Roe vs. Wade," "For I Have Sinned," "Blue DeVille," "Daddy," "Blind Ambition," "When He's Not a Stranger," "Broken Angel," "Last Frontier," "In Love With An Older Woman" and "Destination in America."

Her other television series appearances include "The X-Files," "Northern Exposure," "Life Goes On," "NYPD Blue," "Angel Street," "The Commish," "Empty Nest," "Davis Rules," "Hill Street Blues," "Gabriel's Fire," "Baby Boom," "Night Court," "Almost Grown," "Downtown," "St. Elsewhere," "T. J. Hooker" and "Webster."

A native of Chicago, Mercurio graduated from Loyola University. She taught high school English for a few years before moving to California for a change in lifestyle. As a child, she had spent time in Naples, Italy and since her father said San Francisco was very similar, she chose to go there. Her plane landed in Los Angeles instead and Mercurio decided to take a job as an editor for a small magazine. She joined an acting class and enjoyed the art as a form of expression. Encouraged to pursue drama as a career, she very soon landed an agent and her first role on "Hill Street B

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