Father Geek here with a huge edition of our regular weekly report on all the previous week's news from Tinseltown... just in case you were TOO busy last week to catch it all in the various trades and news shows on the tube... This is a big issue sooooo get comfortable, stock up on your fave drinks and munchies, and prepare to dig into our latest copy of...

THE WEEKLY RECAP...

by Elston Gunn

It's big this week because of all the Cannes activity.

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TAKEN FROM VARIETY AND HOLLYWOOD REPORTER

CASTING

* Tilda Swinton is set the evil White Witch in THE CHRONICLES OF NARNIA: THE
LION, THE WITCH & THE WARDROBE for director Andrew Adamson (SHREK 2) and
Walden Media/Walt Disney Co. The film is scheduled to begin shooting in the
summer in Adamson's native New Zealand. Additionally, James McAvoy has been
cast as Mr. Tumnus the faun.

* Patrick Warburton is set to star opposite Martin Lawrence in 20th Century
Fox's RAGE CONTROL about a junior high school basketball coach who has one
of the best teams in the league. When a college basketball coach is
suspended for attacking a referee, he is forced to coach a junior high team
that is desperate to beat Burgess' team. Steve Carr is directing.

* Liam Neeson is in talks to star alongside Cillian Murphy in Neil Jordan's
upcoming BREAKFAST ON PLUTO, based on the Patrick McCabe novel, about an
endearing, witty, clever and deceptively tough young transvestite. The
product of a liaison between the parish priest and his housekeeper, Braden
is abandoned as a baby and raised by a foster mother in the small Irish town
of Tyreelyn. He later meets his unknown father in a peep show in London.

* John Hurt will star in SHOOTING DOGS for director Michael Caton-Jones and
BBC Films. Hurt will play a priest who forges a relationship with a young
teacher in Rwanda just as the slaughter of the people in the troubled
African country begins.

* Holly Hunter and William Hurt have agreed to star opposite Stellan
Skarsgard in the thriller DOWNLOADING NANCY for director Johan Renck. The
film centers on Nancy, an unhappy wife who, instead of committing suicide,
meets a man over the Internet and hires him to kill her. Problems arise when
they form a relationship.

* Kiefer Sutherland, Samantha Morton, Cliff Curtis and Temuera Morrison will
headline Vincent Ward's new historical drama RIVER QUEEN.

* Paul Giamatti, Sarah Polley and Michael Pitt will star in THE HAWK IS
DYING for director Julian Goldberg, Antidote Films and This Is That. Based
on the novel by Harry Crews, it focuses on the character of George Gattling,
who becomes involved with a young graduate student who is searching for a
red-tailed hawk.

* Anthony Hopkins has committed to star in THE WORLD'S FASTEST INDIAN for
director Roger Donaldson and Cameo FJ Entertainment. It centers on the life
of Burt Monro, a New Zealander who invested several decades building a 1920
Indian motorcycle. He then traveled to the Bonneville Salt Flats in Utah,
where he set the land-speed world record in the 1970s.

* Andre Benjamin, aka Andre 3000, has pacted with Element Films to star in
an untitled feature for the company, with Paris Barclay in talks to direct.
Production will begin in September in New Orleans. Set in the mid-1970s, the
project follows the story of an upper-middle-class musical prodigy named
Valentine and a lower-class free-spirited woman named Chevon, whose families
are opposed to their interracial relationship. Problems arise when an
accidental shooting caused by Chevon's police officer brother is blamed on
Valentine.

* Marlon Brando is in final talks to star as himself in Ridha Behi's BRANDO
AND BRANDO, to be produced by Norma Heyman. The movie details the story of a
young innocent with a fascination for the American dream -- embodied by the
iconic Brando -- on a journey of hope to the United States. Brando's
portrayal of himself is central to Behi's story of disenfranchisement and
broken spirits, the producers say. Brando himself has played an active role
in the development of the project, which is scheduled to shoot this summer.

* Lieli Arcieri joins New Line's untitled Anthony Anderson project (aka
KING'S RANSOM) for Jeff Byrd.

* Henry Czerny joins Steve Martin in MGM's THE PINK PANTHER for director
Shawn Levy.

* Ron Canada has been added to the cast of CINDERELLA MAN for director Ron
Howard.

* Collin Stark has been cast as the male lead in MIXING KARMA for director
Ken Oelerich. The story follows Stark's artist character who falls in love
with a new neighbor whose family is from India.

* Clive Owen, Benicio Del Toro and Rick Gomez have been added to the cast of
Dimension's SIN CITY for director Robert Rodriguez..

* Josh Janowicz will appear opposite Jamie Bell and Ralph Fiennes in indie
pic THE CHUMSCRUBBER for director Arie Posin. He portrays a sullen drug
dealer at a high school.

* James Marsden will star in Summit Entertainment and Endgame
Entertainment's ALIBI, opposite Rebecca Romijn-Stamos and Steve Coogan.
Shooting starts in July in Los Angeles on the project, with Kurt Mattila and
Matt Checkowski making their directorial debut. The project centers on a
man, who runs an alibi service for men and women who cheat on their spouses.
One specific client gets into a situation over his head, and Coogan's
character must help him fix it. In the process, he relies on and falls for
the woman.

* Wes Studi, August Schellenberg, Raoul Trujillo and Michael Greyeyes join
THE NEW WORLD for director Terrence Malick. Colin Farrell and Christopher
Plummer star.

* Kristin Chenoweth is in talks to star opposite Nicole Kidman in Columbia
Pictures' BEWITCHED. Shirley MacLaine, Michael Caine and Will Ferrell also
star.

* Diane Keaton is set to star in DA VINCI'S MOTHER, a drama about a woman
who sets out on a journey to get to know her son after he commits suicide.
She takes a job where he waitered, spends time with his friends and
girlfriend and in the process makes some major discoveries about herself.

* Paul Bettany and Jennifer Connolly are set to reteam in a movie version of
Evelyn Waugh's romantic novel BRIDESHEAD REVISITED for director David Yates.
Script is by Andrew Davies. Set in the 1920s and '30s, it's the story of
Charles Ryder, an aspiring painter who gets mixed up with the aristocratic,
beautiful, doomed Flyte family -- sister Julia and brother Sebastian.

* Actress Emily Mortimer adapted Hettie MacDonald's BAD BLOOD, starring
Miranda Richardson and John Hurt, which will start shooting this fall.

* Lena Olin, Thora Birch, Giovanni Ribisi and Lynn Redgrave will star in
Peter Medak's THE TRIANGLE. Set in small-town America in 1962, it's about a
charming drifter who pursues a woman and her daughter. Shooting is set for
September.

* Hugo Weaving and Sam Neill are in negotiations to join Cate Blanchett and
Martin Henderson in the crime thriller LITTLE FISH for director Rowan Woods.
Penned by Jacquelin Perske, pic is an emotionally charged thriller in which
a girl clings to the hope of a new life as her brother and ex-boyfriend
threaten to destroy her chance of happiness by embarking on one last
criminal venture.

* Ed Harris and Diane Kruger will star in COPYING BEETHOVEN for director
Agnieszka Holland about the love and obsession that developed between Ludwig
von Beethoven and his young assistant as he completed his Ninth Symphony,
his final work. Pic was penned by Stephen Rivele and Christopher Wilkinson.
The project is expected to begin shooting in October on location in Berlin
and Budapest.

* Christopher Plummer and Jason Biggs will star in the comedy THE EXTRA MAN
about a professional walker of well-heeled Upper East Side matrons and the
young protege he takes under his wing. Isaac Mizrahi directs from a script
by Keith Bunin based on the novel by Jonathan Ames.

* Meg Ryan will star in EXPECTING ADAM, based on Martha Beck's memoir. Story
concerns an ambitious woman and her husband on the academic fast track at
Harvard. During her pregnancy, she discovers the child she is carrying has
Down syndrome, forcing a tough decision.

* Carole Bouquet is attached to play a businesswoman who travels to
Argentina to adopt a child in Juan Solanas. T

* Catherine Deneuve will topline French comic Valerie Lemercier's PALAIS
ROYAL, a comedy set in the world of Euro-royalty. Deneuve will play the
queen of an unidentified northern European country.

* Demi Moore will star in Craig Rosenberg's romantic thriller HALF LIGHT,
produced by Joel B. Michaels. The pic, based on Rosenberg's original
screenplay, is about Rachel Carlson, a successful mystery novelist whose
life falls apart when her 5-year-old son drowns at her country home. A year
later, in an effort to heal her wounds and help her to start writing again,
her best friend rents her a secluded cottage in a remote fishing village.
But events unfold that rock the tranquil village and cause Rachel to fear
for her sanity and her life.

* Steven Seagal has signed a deal with Fox Searchlight and producers David
Zucker and Gil Netter to develop a comedy starring vehicle directed by
Zucker (SCARY MOVIE 3).

* Kevin Costner is in talks to star in the Warner Bros. comedy written and
to be directed by Ted Griffin. Ted Griffin wrote and will direct the
as-yet-untitled pic. Story concerns a young woman who puts her marriage
plans on the shelf so she can return home to Pasadena and unravel family
secrets. She has discovered that THE GRADUATE was probably based on her
family, her grandmother was Mrs. Robinson and she doesn't know her real
father. Shirley MacLaine also stars.

* Idina Menzel has landed a co-starring role in the Robert Towne film ASK
THE DUST, based on John Fante's Depression-era novel, which also stars Salma
Hayek and Colin Farrell.

* Billy Bob Thornton and Kate Beckinsale are near deals to star in FADE OUT,
a thriller written by Michael Cristofer who will also direct. Shooting
begins June 28 in Nova Scotia. Thornton will play a screenwriter with
schizophrenia. He lives with his wife in a desolate New England coastal town
and when he begins to write a script that mirrors his everyday life, the
lines blur between fiction and reality. Beckinsale will play his wife.

* Beatrice Dalle and Denis Lavant will star in MOI NON PLUS, a dark love
story about an amnesiac artist whose muse, played by Dalle, helps him put
his life back together.

* Cuba Gooding Jr. is starring opposite Helen Mirren in Lee Daniels' indie
pic SHADOWBOXER about a mother-stepson team of contract killers. Pic centers
on the pair's unusual relationship, which is both romantic and lethal.

* Kris Kristofferson, Merle Haggard and Ronnie Hawkins star in Michael
Mabbott's THE LIFE AND HARD TIMES OF GUY TERRIFICO about a Canadian
country-rock superstar caught in a swirl of whiskey, pills and canceled
shows who's gunned down in 1971. However, a new album 30 years later raises
questions about his death. Cast includes Levon Helm, Phil Kaufman, members
of Blue Rodeo, Donnie Fritts and Stephen Bruton.

* Taye Diggs joins Heather Graham, David Sutcliffe and Sandra Oh in Nisha
Ganatra's CAKE. Tassie Camero penned the script, about a travel writer and
adventurer whose fear of relationships is tested after she accepts an offer
to take over her father's business, a conservative bridal magazine.

* Dean Cain will star in the feature LOST, about a man who becomes lost in
the desert on his way to Nevada with a radio as his only connection to the
outside world.

* Michael Pena is set to join Clint Eastwood, Hilary Swank and Morgan
Freeman in MILLION DOLLAR BABY for Warner Bros. Script is based on two short
stories from the collection ROPE BURN by F.X. Toole.

* Natassia Malthe has joined the cast as Typhoid in 20th Century Fox's
ELEKTRA, starring Jennifer Garner, for director Rob Bowman.

* Gabrielle Union and Melanie Lynskey are set to join the cast of Peter
Paige's DONUT HOLE. Kathy Najimy and Anthony Clark also star.

* Bill Murray is set to star in a yet-to-be-titled Jim Jarmusch movie that
will shoot in the summer.

* Bradley Whitford joins the casts of SISTERHOOD OF THE TRAVELING PANTS as
well as LITTLE MANHATTAN with Nancy Travis.

* Natasha Lyonne joins the cast of THE DEVIL'S REJECTS, Lions Gate Films'
sequel to cult hit HOUSE OF 1000 CORPSES for writer/director Rob Zombie.
Also returning are the first movie's serial killer family, played by Karen
Black, Sheri Moon Zombie, Sid Haig, Bill Moseley and Matthew McGrory. Sequel
follows a sheriff hunting the family, who are slashing their way across the
country.

* Peter O'Toole, Stephen Rea and Janet McTeer will star in Antony Bowman's
ROMEO AND ME.

* Isabelle Huppert will star in an adaptation of Susan Sontag's IN AMERICA
for director Jerzy Skolimowski and Gemini. The pic, which will shoot in
Poland and the U.S., follows Sontag's heroine Maryna Zalezowska, based on
actress Helena Modrzejewska, as she travels from her native Europe to make a
new life for herself in America.

* Carson Kressley ("Queer Eye for the Straight Guy") will join the cast of
the Hilary Duff comedy THE PERFECT MAN, playing Duff's confidant and the
uncle of the young man who proves to be a match for her. Heather Locklear
also stars.

* Freddie Highmore (J.M. BARRIE'S NEVERLAND) is confirmed to star as Charlie
in Tim Burton's CHARLIE AND THE CHOCOLATE FACTORY for Warner Bros. Johnny
Depp plays Willy Wonka. Shooting starts this summer at London's Pinewood
Studios.

* Robin Williams is in talks to star in Columbia Pictures' RV about an
average, dysfunctional American family about to set out on the most
dangerous, high-stakes, life-threatening and traumatizing adventure of their
lives: two weeks together in an RV.

DIRECTOR/WRITER ATTACHMENTS

* Universal Pictures purchased the life rights of a sushi
chef-turned-matchmaker and brought on Pablo Zachai to adapt the screenplay.
Kennedy/Marshall will produce. It's about Mamoru Omae, a successful Tokyo
chef who lost everything including the love of his life when the Japanese
economy tanked. He ended up running a hole-in-the-wall sushi restaurant
where he began getting involved in the love lives of his patrons. The pic
uses the real-life scenario as a jumping-off point and takes the chef to New
York.

* Ed Zwick is in talks to direct THE TALISMAN, based on the fantasy novel
from Stephen King and Peter Straub, for DreamWorks/Universal. Ehren Kruger
wrote the screenplay.

* Mike Reiss ("The Simpsons") has sold his spec, THE WIFE'S AWAY, to
DreamWorks. Story centers on a bored husband who gets more than he bargained
for when his wife leaves him home alone for the weekend.

* Writing duo Jonathan Hurwitz and Hayden Schlossberg (HAROLD AND KUMAR GO
TO WHITE CASTLE) have set up their first producing project, OPEN BAR, at New
Line Cinema. It's described as a comedy about two friends who fulfill a
lifelong dream of owning the bar that they used to sneak into in high
school. Josh Heald wrote the script.

* Director Guillermo del Toro and producers Lawrence Gordon, Mike Richardson
and Lloyd Levin are all back on board for HELLBOY 2. Mike Mignola will
develop the new story with del Toro.

* Larry Bishop (KILL BILL VOL. 2) is writing and will direct HELL RIDE.
Bishop will produce with Quentin Tarantino. The movie will star Bishop,
Tarantino and Michael Madsen as Pistolero, Comanche and the Gent and the
deadly unfinished business between them. The movie is expected to begin
shooting in August or September.

* Casey Silver Prods. is developing the animated BIG, BAD WOLF based on an
idea from animation specialists Wild Brain. Casey Silver has hired scribe
Mike Glock to pen the project, which will retell the Little Red Riding Hood
story from the wolf's point of view. Glock is developing the project based
on the idea that the wolf was framed.

* Paramount picked up Tim Herlihy's pitch THE FIGHTING QUAKERS for Happy
Madison to produce. The project centers on an up and coming Philadelphia
lawyer who, wanting to schmooze potential clients, joins "The Fighting
Quakers," a storied National Guard unit that has devolved into a social club
for the city's wealthy elite. Complications ensue when the regiment is
called to active duty for the first time in 100 years, and sent to Eastern
Europe.

* Chris Crutcher's best-selling teen novel STAYING FAT FOR SARAH BYNES is
being turned into a movie by the producing triad of Joan Singleton, Tina
Ritt and Ralph Singleton. Tina Ritt, daughter of helmer Martin Ritt, will
direct the feature, which is being adapted by Joan Singleton. The book
follows two unattractive kids who team up against the
world. When Eric fears that he may lose his friendship with Sarah, he elects
to "stay fat for Sarah Byrnes."

* Roel Reine will direct the high-concept thriller THE DUELIST for Hyde Park
Entertainment, Jan de Bont's Blue Tulip Prods. and Epsilon Motion Pictures.
Pic, penned by Dan Dworkin & Jay Beattie, the tale centers on a Wall Street
analyst who joins a powerful modern-day dueling society. When darker
elements of the organization surface, he must fight for his family's
survival.

* Roland Joffe is set to shoot MARLOWE, a fictionalized biopic of
Christopher Marlowe, the British dramatist believed by some to have been
Shakespeare's ghostwriter. The project supposes that Marlowe did not die at
age 28 but instead vanished from London -- where he was thought to have been
stabbed to death in a bar brawl -- and fled to Italy. There he found
intrigue, romance and also started writing Shakespeare's plays.

* Scott Elliott (A MAP OF THE WORLD) will direct Sarah Jessica Parker in THE
GOOD LIFE, adapted from Keith Scribner's novel, which is based on the true
story of a middle-class New Jersey couple's botched kidnapping of the
president of Exxon.

* Mark Ruffalo will direct Killer Films' drama provisionally titled SYMPATHY
FOR DELICIOUS. Scripted by Chris Thornton, who also will star with Nicolas
Cage, the autobiographical story centers on a wheelchair-bound Los Angeles
scratch DJ with faith-healing capabilities who is unable to heal himself.

* Agnieska Holland is set to direct ALL-OF-A-KIND FAMILY, adapted by Matthew
Weiss from Sydney Taylor's children's books. Turn-of-the-century stories
center on a Jewish family with five young daughters on Manhattan's Lower
East Side.

* Tim Blake Nelson is set to direct SEASONS OF DUST, a Depression-era Dust
Bowl road movie/love story set in Oklahoma, scheduled to shoot next spring

* David Gordon Green is attached to adapt and direct Brad Land's memoir
GOAT, about violence, masculinity, brotherhood and fraternity hazing.

* Daniel Bernstein and Ned Zeman have written MISSING PERSONS for Killer
Films and Cheyenne Enterprises, based on Zeman's Vanity Fair article about
the Bobby Durst case, in which the eccentric real estate developer fell for
a working-class tenant in one of his buildings and allegedly killed her.

* Paul Verhoeven has committed to next direct BLACK BOOK for producer Joni
Sighvatsson and San Fu Maltha of Fu Works. It's a World War II thriller
about Jewish young woman Rachel Steinn who joins the Dutch resistance while
collaborating with the Nazis. Project is expected to star Carice van Houten
and Halina Reijn.

* Guillermo del Toro's next film will be the Spanish-lingo pic THE PAN'S
LABYRINTH, a thriller set in 1942 Spain to be produced by Jorge Vergara and
Alfonso Cuaron's Anhelo Prods. The film starts pre-production in September
and shoots likely in Argentina.

* Luis Mandoki will direct the Spanish-lingo pic CASAS DE CARTON in Mexico
and is producing with Lawrence Bender and Alejandro Soberon Kuri. It's a
drama based on the true story of an 11-year-old boy and his family in a
country torn by civil war. Pic, penned by tyro scribe and actor Oscar
Torres, is based on his own experiences as a child living in El Salvador.

* Argentine helmer Fabian Bielinsky (NINE QUEENS) will soon direct Ricardo
Darin in the psychological thriller EL AURA about a taxidermist with
delusions about planning the perfect crime. Bielinsky plans to start
shooting the pic in Argentina's remote region of Patagonia in October.

* Blake McCormick sold his comedy script GHOST OF 21 to 20th Century Fox.
It's about a 30-year-old pillar of the community who's on the verge of being
married. His world is turned upside down when his old college buddies
reappear to hold him to a promise he made not to get hitched.

* Sony Pictures Entertainment, Universal Pictures and Spyglass have entered
into talks to mount a BRUCE ALMIGHTY sequel based on the Bobby Florsheim and
Josh Stolberg original spec script THE PASSION OF THE ARK..

* Lev L. Spiro will direct the teen comedy QUEEN LARA. Nicholas Thurkettle
penned the contempo adaptation of Shakespeare's KING LEAR with Room 9
Entertainment set to produce.

* Stephen Woolley will direct the murder mystery THE WILD AND WYCKED WORLD
OF BRIAN JONES, the charismatic guitarist who founded the Rolling Stones but
was fired in 1969 and found dead at the bottom of his swimming pool a few
weeks later. The official verdict was accidental death. But the screenplay,
by Neal Purvis and Rob Wade, claims Jones was killed by Frank Thoroughgood,
the builder who was working on his house.

* Ibon Cormenzana will direct VICTORY: ANONYMOUS, a contempo
suspense-thriller set in New York and Mexico.

* Eugene Mira is developing FORTUNE AND GLORY, set in 1991 in the Spanish
coastal tourist trap of Benidorm.

* Nick Hamm (GODSEND) will direct a modern movie inspired by Anton Chekov's
THREE SISTERS for Spice Factory, Movision and Arclight.

* Walter Salles will direct the Portuguese-language film LINHA DO PASE about
four brothers who try to break into the world of soccer. Their paths cross
continually during the film. Pic will shoot in 2005, after Salles completes
DARK WATER.

* Fernando Meirelles will direct INTOLERANCE - THE SEQUEL, a film about
globalization set in six or seven different countries with apparently
different plot strands that form part of the same story. Merielles will work
on this after he finishes THE CONSTANT GARDENER.

* Stephen Hopkins (THE LIFE AND DEATH OF PETER SELLERS) has committed to
direct ME AGAIN for Beryl Vertue's Hartswood Films. The amnesia thriller has
an original screenplay by Vertue's son-in-law, Steven Moffat (BBC's
"Coupling").

* Mike Figgis will direct an adaptation of Jennifer Belle's novel GOING
DOWN, which Julia Stiles is in negotiations to star in and produce for
Roberta and Chris Hanley's Muse Prods. It's about an unshockable drama
student at NYU who, finding she's short of cash, decides to pay her way by
finding a madam and becoming a prostitute. Figgis penned the adaptation with
Roberta Hanley and Karen Nichols.

* Steve Shainberg (SECRETARY) will direct MUSIC FOR TORCHING, based on the
A.M. Homes novel, a suburban relationship drama about disenchantment and
disillusionment with tragic consequences. Buck Henry is writing the script.

* Molly Hassell is penning BECOMING MADAME MAO, based on the novel by Anchee
Min, about the life of the wife of Mao Zhedong.

* Julie Delpy is writing and will direct a feature based on the true story
of Countess Bathory. She'll star in the true tale of the countess, one of
the world's first known serial killers, who believed her beauty was enhanced
by bathing in the blood of female virgins.

* Fernando Leon de Aranoa (MONDAYS IN THE SUN) will write and is expected to
direct LEOPARD IN THE SUN, Laura Restrepo's contemporary novel above life in
her native Colombia. It details a vicious war between two families made
wealthy by crime and clandestine business.

* MGM grabbed Margaret Heidenry's romantic comedy pitch LOVE AND MARRIAGE
for Dylan Sellers to produce. It's a satire in which an engaged couple ends
up reversing roles as their wedding day soon approaches.

* Karen Essex is rewriting Columbia Pictures' King Kamehameha project,
BATTLE FOR PARADISE, for Original Film and director Rob Cohen. The Rock is
attached to star.

* Luz & Imaginacao has teamed up with Walter Salles' VideoFilmes to
co-produce thriller THE YELLOW LINE and period drama CINEMEIRO. J. Emilio
Rondeau will co-produce and direct THE YELLOW LINE about a former hitman
forced to return to the underworld to rescue his kid sister, who has
followed in his footsteps. CINEMEIRO, to be shot in Japanese, Portuguese and
English, follows a traveling film company that must decide whether it should
screen to the Japanese community in Brazil a newsreel documenting Japan's
defeat in World War II.

* Geoffrey Wright (ROMPER STOMPER) will direct NIGHTFALL, a sci-fi thriller
for Spice Factory and Mushroom Pictures. Pic is about a group of backpackers
terrorized by an alien.

* Dick Clement (THE COMMITMENTS) and Alan Shearman will write MUTT, a
live-action romantic caper pic that starts shooting this summer on location
in the U.K. Set in modern-day Scotland and London, it's the story of a dog
abandoned in the big city who "auditions" new owners. On a whim, he secures
two new owners who are destined to meet and fall in love, but Mutt's mission
is to keep them apart and keep his doggie dreams of double food, double
walks and double love intact.

* Kim Ki-duk will next make 3-IRON for Cineclick Asia and Happinet about a
homeless young man who rescues an abducted girl.

* Kevin McNally (DE-LOVELY) is developing STONE ME, a biopic of iconic Brit
comedian Tony Hancock for himself to star.

* Belgian director Alain Berliner (MA VIE EN ROSE) will direct SATAN'S LEE,
based on a screenplay by Avy Korine, brother of Harmony Korine. It's the
story of "two young brothers who fight violently for the love of their
parents following a tragedy in the family."

* Director C.S. Leigh and music legend and Andy Warhol associate John Cale
are developing EVERYBODY HAD A CAMERA about Warhold's Factory years. The pic
will focus on a seven-year period in the life of Warhol's New York studio,
each year seen through the eyes of seven Warhol cohorts.

* John Woo is in talks with Universal to direct SPY HUNTER, a pic based
loosely on the 1980s arcade vidgame created by Midway.

* Maverick Films has acquired the pitch BETTER THAN SEX by Varina Bleil and
Betsy Landis. Pitch is based on the novel SLOW HANDS by Lynne Kaufman. Story
concerns two very different sisters who turn their sorority house into a spa
that caters to the "special needs" of women.

* Fox 2000 picked up TWICE UPON A TIME, Susan Brightbill's romantic dramedy
spec script about a divorced couple who slowly fall back in love and the
impact it has on their children.

* Jane Campion, Robert Altman, Gaspar Noe, Jan Kounen, Tran Anh Hung, Shinya
Tsukamoto and Wim Wenders will contribute short segments to 8, a feature
film being made in conjunction with the United Nations Development Program.
Each filmmaker will treat one of eight millennium development goals that the
UNDP has targeted to achieve by 2015.

* Paramount has decided to put an extra-terrestrial twist on the buddy
comedy, acquiring film rights to the trilogy of children's books ALIENS FOR
BREAKFAST, LUNCH & DINNER for Jordan Kerner to produce. Steve Carpenter will
pen an adaptation of the first book in the series, ALIENS FOR BREAKFAST,
which was written by Jonathan Etra and Stephanie Spinner. Story revolves
around a curmudgeonly alien space cop sent to Earth to find an escaped alien
convict and landing in the apartment of an unsuspecting junior high school
principal. The duo are forced to become partners and capture the convict
alien.

* Sony Pictures Entertainment and producer Laurence Mark grabbed SAMMY, a
romantic comedy spec script by Delia Ephron with Reese Witherspoon attached
to star. Mark will produce with Ephron. Witherspoon's Type A Prods. also
will be involved in a producing capacity. Witherspoon would play a woman who
can sense what animals are thinking. She crosses paths with a man who claims
to have the same relationship with dead people.

* Mick Davis next will direct DORIAN for Bauer Martinez Studios. Pic,
budgeted at about $15 million, is expected to start shooting in October in
Romania and London. Supernatural thriller is a loose modern-day adaptation
of THE PORTRAIT OF DORIAN GRAY.

* John Woo, Ridley Scott, Stefano Veneruso, Katia Lund, Mehdi Charef and
Emir Kusturica are attached to participate in a uniquely ambitious
multinational production called ALL THE INVISIBLE CHILDREN, which is being
produced by MK Film Prods. and co-produced by RAI Cinema. It's composed of
seven segments, each representative of a geographical region. Each of the
seven segments will delve into the hurdles and plights of respective child
protagonists facing the vicissitudes of life in various parts of the world.

* Aurora Entertainment Corp. is set to start back-to-back shooting from June
7 in Romania on the fourth and fifth sequels to the RETURN OF THE LIVING
DEAD series, with Ellory Elkayem attached to direct and Peter Coyote
headlining. Titled RETURN OF THE LIVING DEAD 4: NECROPOLIS and RETURN OF THE
LIVING DEAD 5: RAVE FROM THE GRAVE, the films were written by William Butler
and Aaron Strongoni.

* Larry Clark will direct WASSUP ROCKERS from his own script about a group
of largely Hispanic teenagers who, instead of conforming to the hip-hop
culture of their neighborhood, ride skateboards, listen to punk rock and
wear their clothes tight. Constantly harassed, they take buses to Beverly
Hills, Santa Monica and Hollywood, where they skate and catch the attention
of the local rich girls, inevitably leading to trouble with parents, police
and boyfriends.

* Sergei Bodrov is prepping MONGOL for Kazakh Film about the early years of
Genghis Khan. Bodrov is also writing the script.

* Charles Sturridge will direct an adaptation of Eric Knight's 1940 novel
LASSIE, set on the eve of World War II, about an impoverished family in
England forced to sell their beloved dog Lassie to a wealthy duke, who takes
her to Scotland. Lassie escapes and sets out on a 500-mile journey to get
back to her family.

* Adrian Caetano will next direct CAUDILLO for Wanda Films and OK Films
about a powerful politician who passes on the family's political dynasty to
his son.

* Oxide Pang (THE EYE) is taking a co-director and producer credit with Mona
Nahm on THE REMAKER, a drama-thriller about a man who survives a car
accident to discover he can dream the future, and is haunted by what seem to
be the sins of a past life.

* Anjelica Huston will direct the World War II drama THE WHITE ROSE to star
Christina Ricci. Based on Allegra Huston's screenplay, pic tells the story
of a group of dissident German college students known as the White Rose.
Headed by siblings Hans and Sophie Scholl, the group distributed leaflets
that challenged the government's war claims and attempted to awaken their
fellow Germans to the atrocious realities of what Nazism meant.

* Icelandic helmer Dagur Kari (NOI ALBINOI) is now shooting GROWN UP PEOPLE
in Copenhagen. It tells the story of a graffiti-artist for hire, a sort of a
modern day cupid, who sprays amorous messages across the city.

* Jon Amiel is set to direct DECOY, based on the novel by Tony Strong, at
New Regency for producers Arnold and Anne Kopelson. Shawn Ryan ("The
Sheild") is working on a rewrite. Production will begin in November. It's
set in the world of fidelity decoys, where women test the resolve of their
mates by hiring beautiful strangers to come on to them. One female decoy
becomes involved in an assignment that involves deceit and murder.

MISCELLANEOUS PRODUCTION TIDBITS

* U.K. indie producer Alison Owen has sealed a deal with star Gwyneth
Paltrow to establish an unnamed joint venture to develop movies for Paltrow
to produce and star in. The first movie to come through the venture is
likely to be DIAMOND. Penned by Lewis Mellis and David Scinto (SEXY BEAST),
the picture is based on a book that details the story of an internationally
renowned female jewel thief.

* Paramount Pictures is going with THE CRAZIES, setting up a remake of
George Romero's horror-thriller with Michael Aguilar and Dean Georgaris to
produce at their Penn Station shingle.

* Universal Pictures has optioned Doug TenNapel's graphic novel TOMMYSAURUS
REX, due out this summer from Image Comics. The story follows a young,
nearly friendless boy who loses his golden retriever in a car accident.
Devastated, he is sent by his father to recover on his grandfather's dairy
farm, where he befriends a Tyrannosaurus rex.

* Greenlight Media is moving into production on two theatrical docs:
SIBERIA: DISCOVER THE UNKNOWN and BETWEEN HEAVEN AND EARTH: THE ALPS.

* Working Title is producing NUMBER TWO, a feature adaptation of New Zealand
playwright Toa Fraser's hit play of the same name. It's a comic tale of a
fractured Fijian family in New Zealand who come together for one day when
their matriarch decides to name her successor.

* Warner Bros. and ImageMovers have purchased MEASLE AND THE WRATHMONK, the
first of what will be a three-book series by Ian Ogilvy. The story concerns
a young boy who, after his parents go missing, is sent to live with an
eccentric uncle who turns out to be a crazy wizard. Before the kid knows it,
he's been shrunk and banished to be a villager in the wrathmonk's toy train
set.

* Wolfgang Petersen and David Benioff (TROY) will produce A SPELL FOR
CHAMELEON from Piers Anthony's XANTH series for Warner Bros. The novels
concern a boy named Bink in the world of Xanth, where every inhabitant is
supposed to possess magical power. Unless Bink can discover his power, he'll
be banished from his homeland. That leads him on an adventure.

* Gorehound Canned Film, producer Jack F. Murphy and L.B. Films will finance
and co-produce the upcoming Nazi zombie pic WORST CASE SCENARIO. Pic turns
on a group of friends who attempt to escape the frenzy surrounding a
Holland-Germany soccer World Cup final by having a holiday by the North Sea
-- where they end up stumbling on a beach bunker chock-a-block with Nazi
zombies.

* Muse Prods. acquired rights to Brazilian author Paulo Coelho's novel
VERONICA DECIDES TO DIE, a romantic and ultimately uplifting tale set in a
mental institution about a woman who decides to kill herself when faced with
all that is wrong with the world but survives to wrestle with the meaning of
mental illness. Chris and Roberta Hanley will produce.

* French apparel designer Agnes B. has formed a London-based production
company, O Salvation!, with writer/director Harmony Korine and will partly
finance his next, as yet untitled production. The first production by
O'Salvation! is an untitled project written and directed by James Clauer,
who was an associate producer of Korine's controversial 1997 pic GUMMO.
Clauer's project will begin shooting soon in Tennessee. She expects Korine's
film will be completed in the next few months.

* A Happy Place -- the production partnership of Lance Bass, Wendy
Thorlakson and Joe Anderson -- is being relaunched as Bacon & Eggs Llc.
First up from the company is LOVEWRECKED, a teen comedy about a girl who
gets stranded on a deserted island with the rock star of her dreams. But
when she finds out it's really the not-so-deserted Kauai -- with a huge
resort on the other side of the island -- she doesn't tell the rock star.

* Dreamtool Entertainment is partnering with Kingsway Film and Hungarian
Film Connection on Reg Traviss' Cold War drama JOY DIVISION about a KGB
agent who falls in love with a British artist in London. Ed Stoppard,
Michelle Gayle, Tom Schilling, Bernard Hill, Nadja Auermann, Suzanne von
Borsody, Edward Fox and Bernadette Heerwagen star.

* Orian Williams and Todd Eckert's Claraflora have optioned the Ian Curtis
biography TOUCHING FROM A DISTANCE, written by Curtis' widow Deborah, and
will produce a biopic about the iconic lead singer of the Joy Division.
Musician Moby has come on board to produce a separate biopic of late Joy
Division singer Ian Curtis. Project is being developed by Gotham-based
producer Amy Hobby (SECRETARY) with Neil Weisman. Moby will take an exec
producer credit and specifically work on shaping the pic's musical elements.

GUNN SHOTS

(NOT from the trades)

* The 7th Annual TULSA OVERGROUND, August 27, 28, 29, 2004 is a three-day,
non-competitive film festival showcasing innovative short films and videos
from around the world. Deadline for entries: July 19. Go to
http://www.tulsaoverground.com for more info.

* A Grindhouse Film Festival will take place at the New Beverly Cinema in
L.A., Tuesday, May 25, 2004. For more info, visit
http://www.newbeverlycinema.com

* Mark Kochanowicz recently completed work on his 16mm short film PIXEL
PERFECT about what happens when a web designer suspects his new employer is
selling more than just photographs over the internet. Visit the movie
website at http://www.pixelperfectfilm.com.

Until next week...

Elston Gunn

elstongunn@hotmail.com