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In April, Los Angeles Film Festival director Rebecca Yeldham approached Paul Reubens with two requests.

First, she wanted him to host a 25th anniversary screening of his film "Pee-wee's Big Adventure" at the historic 2,000-seat Orpheum Theatre in downtown L.A. as part of LAFF's 17th edition, which begins today. Second, she wanted him to serve as one of LAFF's "artists in residence," which would involve the screening and discussion of a film that had a significant impact on his life.

The former made good show business sense, as he was preparing to don the red tie and undersized gray suit for a rash of Pee-wee-related activities, including a six-week Broadway run with "The Pee-wee Herman Show" in the fall; the latter, not so much -- but it appealed to his artistic passions. So Reubens said yes to both, choosing director Frank Capra's 1938 comedy "You Can't Take It With You" to screen and discuss at Walt Disney Concert Hall's REDCAT on June 25.

"I'm obsessed with the film and it has influenced everything I have ever written, including 'Pee-wee's Playhouse,' " Reubens says. "I'm so excited to finally see it in a movie theater full of people laughing along with me."

Reubens' participation is emblematic of what Yeldham is trying to accomplish with LAFF in her second year as its director. She knows it can't compete with the film festivals in Cannes, Toronto or Sundance as a marketplace for acquisitions, and the fact that it's in the industry's backyard means showbiz power brokers are inclined to take it for granted.

"Because it's a town where a lot of people eat, drink and sleep movies, it's got to be something special to drag them in, so we've put a lot of emphasis on experiences," Yeldham says.

This year, those experiences include a collection of intimate conversations (Ben Affleck, Roger Corman, John Lithgow and Sylvester Stallone) and two additional artist-in-residence screenings: Music maven Quincy Jones will present Steven Spielberg's "The Color Purple" (1985) and Pulitzer Prize-winning food critic Jonathan Gold will present Katsuyuki Motohiro's "Udon" (2006). That's in addition to the de rigueur selection of domestic and foreign film discoveries, documentaries and red-carpet world premieres.

The lineup will also feature such industry-centric events as the Film Financing Conference, Poolside Chats and the Filmmakers' Retreat (which returns to Skywalker Ranch in Marin County after a budget-conscious stint at the Luxe Hotel Sunset Boulevard last year), as well as the new Seize the Power: A Marketing and (DIY)stribution Symposium, a two-day boot camp teaching filmmakers how to harness new distribution models and social networking.

As Yeldham has been working to improve LAFF's content, she's also been dealing with the stress of a big move. After four years in Westwood, the festival is transferring its base of operations to downtown's L.A. Live complex. The change was set in motion last July when Mann Theatres closed one of LAFF's key Westwood venues, the Festival Theatre, then announced it wasn't renewing its lease on two others, the Village and the Bruin.

"We had been drawn to Westwood for that footprint of theaters, and one by one they were closing," Yeldham says. The Village and the Bruin were eventually saved by a new arrangement with Regency Theatres, "but at the time we didn't have any assurance that was going to happen, so we began to look to different parts of the city where we could have a consolidated footprint of theaters," she says.

Yeldham found what they needed in the Regal Cinemas L.A. Live Stadium 14, a new megaplex that opened in September. The bulk of the fest's films will unspool there, while others will be sprinkled across various downtown venues, including the Downtown Independent on Main Street. Open-air screenings will be held at downtown California Plaza, as well as the John Anson Ford Amphitheatre in Hollywood.

The fest will also make use of two other showcase venues at L.A. Live, the 200-seat Soundstage Theatre at the Grammy Museum and the 7,100-person capacity Nokia Theatre, the latter of which will host the closing-night screening of "Despicable Me." It will also host the world premiere of Summit Entertainment's "The Twilight Saga: Eclipse" on June 24, which will serve as a "bonus opportunity" for festgoers who purchase an Industry Pass or a Fast Pass, costing $500 and $1,000, respectively.

In March, Film Independent got to test how L.A. Live functioned when it brought its other tentpole event, the Independent Spirit Awards, to the venue.

"We learned a lot; they learned a lot," Yeldham says, "and we ironed out some of the kinks that we had in that experience."

A key concern was affordable parking rates. LAFF worked out a deal with L.A. Live whereby festgoers will be charged $5 for four hours or less and $8 for the entire day. It has also arranged for shuttles to transport attendees to the various venues and the installation of projectors to accommodate film prints in several theaters at the Regal, which was built as an all-digital facility.

While the shift to downtown is significant, it's just the latest in a series of major changes for the fest that began in November 2008, when longtime director Richard Raddon resigned amid controversy over his support of California's anti-gay marriage bill Proposition 8. After a long search, Film Independent hired Yeldham, a producer ("Anvil! The Story of Anvil") and one-time Sundance programmer, just three months before last year's fest. Then in August, director of programming Rachel Rosen departed after eight years to return to the San Francisco Film Festival, and LAFF went into headhunting mode again, eventually hiring former Newsweek critic David Ansen as its new artistic director.

"It was funny, because I sat next to David in Toronto last year and I was beginning the process of looking for a new head of programming, and I asked David if he knew of anybody," Yeldham laughs. "I didn't think to ask David himself, because I didn't know what his situation was at Newsweek. Later, I was having lunch with (L.A. Times film critic) Kenny Turan and he said, 'You should call David.' "

"Despicable Me"

Yeldham was taken with his enthusiasm when he served on the fest's documentary jury in 2009.

"His taste isn't rarefied, it's refined, passionate and broad," Yeldham says, "and I also felt he hadn't gotten into, as many critics do, this sort of grumbling negative state where it's all gone (to pot)."

Yeldham also found she and Ansen had similar ideas about the direction to take the programming.

"We felt that rather than just emphasize the new, we should emphasize the great," she notes. "We relaxed the pressure on only showing films that are world premieres in certain categories in the festival. So we have films in the program that were darlings of Sundance, Berlin, South By Southwest, Rotterdam and other recent film festivals, as well as new films that the programmers and I are collectively excited about."

Of the 200 feature films, shorts and music videos from more than 40 countries scheduled to screen at LAFF this year, 28 are world, North American or U.S. premieres, a number that is more than doubled from 2009. And, while it can hardly be categorized as a vibrant marketplace, some of those films do get sold at the fest.

"We acquired 'Kissing Jessica Stein' in 2001 and our documentary 'Young at Heart' in 2007, so there's always the possibility you'll find a great gem there that you didn't even know existed," says Nancy Utley, president of Fox Searchlight. But Utley says LAFF has been even more valuable as a showcase for her company, which has had 11 films in the fest lineup over the years, including "Cyrus" this year.

"Many of our films are screened for the press, with them alone in screening rooms," Utley explains. "(LAFF) gives us the opportunity to have the L.A. press see our films with an enthusiastic audience, the way they will actually be seen by the public."

As opening night approaches, Yeldham is eager to see that public find its way downtown, whether it be high-powered agents from Beverly Hills or everyday film fans from Pacoima.

"Evolving this festival into a destination event is foremost in everybody's minds," she says. "After this experience, once we have a better sense of the venues and what opportunities they present, I can see things continuing to morph. With the access of the public transportation from the south and the north, the possibilities are enormous."