* Director/writer:
John Duigan
* Producers: Bertil Ohlsson, Maxime Remillard, Jonathan Olsberg, Andre Rouleau, Michael Cowan, Jason Piette
* Cast: Charlize Theron, Penelope Cruz, Stuart Townsend

1930s Paris – the glittering Mecca is home to writers as diverse as James Joyce and Gertrude Stein; painters including Picasso, Dali and Chagall; and filmmakers such as Jean Renoir, Marcel Pagnol and Rene Clair. Throw in Coco Chanel and Josephine Baker, and you can understand why Gilda Besse (Charlize Theron), a wealthy live-for-the-moment hedonist, makes her home here. Living with her are Mia (Penelope Cruz), a Spanish Civil War refugee who calls Gilda ‘the love of my life,’ and Guy Malyon (Stuart Townsend), an idealistic Cambridge student who is also overawed by Gilda.

Unfortunately, this glamorous life is slowly being eclipsed by the Spanish Civil War, a brutal conflict in which the Nazi-backed fascist forces of Generalissimo Franco overthrow the democratically elected government of the Spanish Republic. Idealists from around the world flock to the Republican side, including Mia and Guy. However, Gilda remains in Paris, feeling betrayed by the departure of her two friends. Eventually, when Guy returns – minus Mia, who has been killed in the conflict – Gilda rejects him.Fast forward to 1944. The Nazis have Paris in their grip. Now a British intelligence officer, Guy returns to Paris to help the Resistance prepare for D-Day. When Gilda’s neighbors start to suspect her of being a Nazi collaborator, it is up to Guy to save Gilda from their wrath.

‘Gilda’s nature is to live life as impulsively and spontaneously as possible,’ says writer/director John Duigan (Sirens, Flirting), on the phone from the U.K. ‘But things happen in her life that reinforce her suspicions that her fate is preordained.’

Head in the Clouds, Duigan’s US$16-million drama, is a Canada/ U.K. copro that shot primarily in Montreal. It makes its North American premiere as a special presentation at TIFF 2004.

1997: John Duigan writes the script for Head in the Clouds. ‘The story contrasts the two ways people can live in the world,’ he says. ‘One way is that of the idealistic Guy and Mia – fighting for the sake of democracy against the fascists of Spain and Germany. The other is the single-minded lifestyle of Gilda, who feels that she owes no one loyalty, save those few people she has personal relationships with.’

Despite Duigan’s enthusiasm for the project, the script sits on his shelf for lack of producer interest.

Early 2001: Duigan gives his script to U.K. producer Bertil Ohlsson (What’s Eating Gilbert Grape?) of Dakota Films. The two had worked together on the 1996 Jon Bon Jovi starrer The Leading Man. Ohlsson loves it, and starts looking for investors.

Mid-2002: Duigan’s choice of 1930s and ’40s Paris as the backdrop of Head in the Clouds is no accident – it’s a period of history that he studied ‘intensively’ at university. However, the fact that the film ended up being shot in Montreal is serendipitous.

‘Since the film doesn’t have an American character – although Gilda is half-American – it was hard to attract U.S. funding,’ he says. However, the story does catch the attention of Montreal’s Remstar Productions, which signs on as coproducer. ‘[Remstar president] Maxime Remillard liked the script a lot, and Bertil and I flew over from the U.K. to hammer out the details with him,’ says Duigan. The film goes forward with Remstar responsible for 67% of the budget, with support from Telefilm Canada, and the U.K. in for 33%. U.K. leaseback funding with Movision/Spice Factory is facilitated through Invicta Capital Canada.

Sony Pictures Classics is to distribute in the U.S., while Odeon Films, through parent company Alliance Atlantis Communications’ distribution deal with Remstar, will release in Canada. Remstar and Dakota share international rights. Arclight of Sydney, Australia is the international sales agent.

Late 2002: Natalie Portman signs on in the lead role, which Duigan plans to rewrite for her. Penelope Cruz also comes on board, and talks are on with Jay Rodan (The Caveman’s Valentine) for the male lead. Brit star Hugh Grant speaks to the production about a supporting spot.

January 2003: Casting hits a major roadblock when Portman ultimately declines the role. ‘I think she felt she was too young to do it,’ Duigan explains. Rodan and Grant also drop out of the project, which was to begin shooting in Paris. Production shuts down.

March 2003: Charlize Theron and Stuart Townsend come on board for the lead roles, and the producers are able to refinance.

‘It is always a struggle to get money to make movies,’ notes Ohlsson. ‘Fortunately, once we had established the picture’s name value by signing Charlize Theron and Penelope Cruz, we were able to get backers on board.’

March 20: On the opening day of the Iraq War – ‘I switched on CNN at 4 a.m., and it had started,’ recalls Duigan – filming of Head in the Clouds begins in Montreal at Ice Storm Studios. The shoot begins with exterior Spanish Civil War scenes. ‘We shot these scenes first because we wanted to capture the snow before it melted,’ Duigan says. Shooting of interior scenes follows, including a location scene between Gilda and a Nazi officer in a plush Paris restaurant.

Of great benefit to the production is a standing Parisian street set at the studio. ‘Even though it was completely transformed by the production designer, Jonathan Lee, this set allowed us to save a considerable amount of money,’ Duigan says.

Ace Canuck director of photography Paul Sarossy mans the camera.

March to June 2003: Shooting continues in Montreal, based around a schedule that allows Theron and Cruz to fulfill other previous commitments. Theron is also committed to the HBO biopic The Life and Death of Peter Sellers. Once both actresses return, the production shifts to Europe for exteriors. Cambridge University and other U.K. locations are filmed, and shooting is completed in Paris.

July 2003 to February 2004: After ‘a short break,’ Duigan heads back to Montreal for post-production at Remstar. ‘We took our time doing the edit at a reasonable speed,’ says Duigan, who collaborates with seasoned local editor Dominique Fortin (The 6th Day, Tomorrow Never Dies). The post process also sees Cruz back in Montreal to record ADR looping at the Modulations audio studio.

Feb. 29, 2004: Theron wins the Academy Award for best actress for Monster, a Remstar release in Canada, likely enhancing Head in the Clouds’ commercial prospects.

July 2004: The final print is ready.

Aug. 10, 2004: TIFF announces the film’s screening at the fest as a special presentation.

September 2004: Head in the Clouds makes its North American debut at TIFF. Sony Classics is to open the film Sept. 17, while Alliance Atlantis is eyeing a date sometime in the month. It will open in Germany in November.