AYER -- Eight survivors rounded the Columbia Avenue corner of Town Hall and trudged down Main Street. Dead bodies were strewn along the sidewalk. Some carried air tanks, while another tank was pulled along in a gardening wagon. They passed oxygen masks back and forth between themselves.

A man ran up to them, begging for a breath of air from a survivor. The group waved him away.

"We can't take any more on," screamed one, "Let's go! Keep it moving -- come on! Move, goddammit, move!"

The lone man crumples to the ground. A female survivor, Jennifer Watson, 21, of Billerica, couldn't stand the thought of leaving the man to die. She ran back to give the man air from her oxygen mask.

Just then, another man darts from between two nearby buildings and ripped the mask away from Watson and her charge, hightailing it down the alleyway between O'Hanlons and the bank.

He looks back as he books away and say only, "Lady, I'm sorry."

Across the street, a man yelled "Cut!"

For three hours Sunday afternoon, Ayer and its residents were cast as players in director John DePew's independent film, CO2, about a small Pennsylvania town devastated by a coal mine disaster. Ayer and the other New England locations acted as stand-in towns for the film.

The story line was borrowed from a real life 1986 disaster in Cameroon. At that time, a magma-spurred geologic eruption occurred some 50 miles under the floor of a Cameroon lake.


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The carbon dioxide escaped through the water's surface at the rate of 60 mph, releasing about 1.6 million tons of the gas. The eruption displaces oxygen and so caused the suffocation of 1,700 villagers and 3,500 head of livestock in a 16-mile zone around the lake.

For those lining the sidewalks on Main Street Sunday, the theft scene alone, which will take mere minutes once edited, took nearly three hours to shoot. But it's a dramatic episode in the film which is due for release next summer as an independent release or, perhaps, an HBO special.

Ayer was chosen as a filming location after it charmed the movie's producers. Gary Whelpley of FCC Filmscouting says the buildings of downtown Ayer were fixed in his mind following his years drilling with the National Guard on Devens. Ayer joined the list of other locales used including Haverhill, Newburyport, North Reading and Plaistow, N.H.

Whelpley said Ayer's different sized buildings and easily diverted traffic also helped bring the production to town.

He said town was very cooperative and that he was thankful for the selectmen's approval for the filming on Oct. 6. The film's on a tight schedule and so approval was quickly needed. Shooting originally scheduled for Oct. 18 was rescheduled to last Sunday, where the crew was treated to beautiful sunny autumn weather. "Thank God the weather worked out because it's been playing havoc with us," said Judy Coleman, the film's executive producer and DePew's wife. The couple is financing the flick on their own. It's their second self-produced venture following the release of their first film, 27 Down.

While it was sunny, it was not so warm for the extras that played dead along the Main Street surface and sidewalk. Fifteen-year old Conor Healy of Bridgewater played one victim. Peering out of his zipped-up hooded sweatshirt, he said he was in the shade of a vehicle prop parked by Town Hall. "It was cold... very, very, very cold," he said, but still was excited - it was his first time as an extra and his first time on a movie set.

The Cottage Restaurant doubled as a dressing room for the cast and refuge for crew as they prepared for the reopening of Main Street and their opening for the lunchtime crowd. Main Street, freshly decorated for tomorrow's Halloween celebrations, plays a starring role in the film. Corn stalks were tied to the light poles and, appropriately enough, large skull cutouts were stuck onto the windows at town hall.

The oxygen pilferring thief was played Doug Cadrette, an Ayer man and Moore Lumber Company employee. Cadrette was downtown Sunday morning, buying his daily paper and coffee at Archer's Mobil, when DePew saw him in the store at 6 a.m. and cast him on the spot. Cadrette says he'd acted once before in an unpaid role in a Veryfine Juice ad that ran during the 1996 Summer Olympics in Atlanta.

"I had no idea any of this was going on," said Cadrette, still a little shocked with disbelief at the wild turn his day took. "I was gonna hole myself up for the rest of the day."

It was his three-and-a-half hours of fame, and maybe more, depending on the distribution deals. He says he would love the chance to do more acting. His legs were tired from shooting the same scene over and over again -- some 15 to 20 times he said. "Sometimes I didn't have a chance to catch my breath," he said.

Links about the movie can be found on the movie's Web site, www.CO2movie.com.