Last week we brought our readers an interview with co-writer's Darren Aronofsky and Ari Handel talking about the upcoming graphic novel "The Fountain" from DC/Vertigo. We then brought you a write-up of our visit to the Montreal set of Darren Aronofsky's "The Fountain." The final piece of that puzzle has to be the extensive interviews conducted that day with the crew of the film, which you'll find below.

Before we get in to the full interviews we need to bring those of you who haven't read our previous reports up to speed on what "The Fountain" is and its history. "The Fountain" is a film that Aronofsky has really poured himself in to and it's not been an easy film to realize. It was originally set to begin shooting about three years ago with Brad Pitt and Cate Blanchett set to star. The ambitious film reportedly had a $70+ million dollar budget and was ready to begin shooting, but then the film fell apart. Pitt backed out and went off to film "Troy" and the huge budget was causing major problems for the life expectancy of the production. Everything appeared to be dead, until Warner Bros. asked if Aronofsky could put together the film with a leaner budget. Aronofsky and his writing partner Ari Handel worked up a new script that was used for the film that just recently wrapped principal photography. The original script is being used for the Kent Williams illustrated graphic novel.

"The Fountain's" story takes place in three distinct time periods - in 1535, during an ancient Mayan war; the present day, following one doctor's desperate search for the cure to a cancer that afflicts someone he loves; and the far off future in the vast reaches of space. Tying these three time periods together is Tommy (played in the film by Hugh Jackman) - a warrior, a doctor and an explorer - as he desperately tries to beat death and prolong the life of the woman he loves, played by Rachael Weisz. Aronofsky and Handel were naturally cryptic about story specifics, but we did get a bit of news out of them. Both Jackman and Weisz are playing three different characters, presumably connected by a common element. In the 16th century piece, Jackman plays Thomas Verde, an explorer who's been sent by Queen Isabella, played by Weisz, to Central America to find the elusive Fountain of Youth/Tree of Life. In the modern day setting, Jackman plays Tommy Verde, a cancer researcher. Weisz plays Izzi, Tommy's wife. Izzi's an author who's working on a book called "The Fountain" about Thomas Verde and his relationship with Isabella. This book provides an entrance of sorts in to the other worlds explored in this film. Joining them in the present day storyline is Ellen Burstyn, who plays Lillian who oversees the research Verde is doing. Izzi is stricken by cancer and Tommy pushes himself to find a cure for her disease.

JAMES CHINLUND - Production Designer

That cold Thursday afternoon in Montreal was spent mostly indoors in a make-up room off to the side of the main shooting set. It was a rather small room, albeit not cramped, with no windows and fluorescent lighting. We began our line of questioning with Production Designer James Chinlund. He's worked with Aronofsky before on "Requiem for a Dream," and has collaborated with Spike Lee on "The 25th Hour." Chinlund's credits include "Stroytelling," "Auto Focus" and "Saturn" amongst others, plus has worked extensively in the world of music videos and commercials with the likes of Whitney Houston, Mariah Carey, the Black Eyed Peaks and Sheryl Crow. Chinlund was stylishly dressed, as you might expect, and wore yellow tinted glasses throughout the interview.

When previously working with Aronofsky on "Requiem for a Dream," Chinlund was working with a much smaller budget than he is today. While "The Fountain" has a larger budget in comparison to the previous films, in many ways they're still trying to make a 70+ million dollar movie for half that amount. "It was a big transition, but I think the requirements of the script and the budget level that we're at actually required some low budget thinking as a problem solving way of approaching some of these problems," Chinlund said. "We have some really huge sets with huge logistical problems. It's been an amazing experience for me. The crews in Montreal are just top notch. That made it much easier."

The tree of life ship set we saw during our set visit was located on a huge, massive set with green screens surrounding it. In the center of the room was the massive tree, a circular design that appears to be just clinging to life, in the last throes of its existence. It was two, maybe three stories tall. There was a small pond on the set. It all had a very organic feel, with a couple of levels and lots of earth and plants all around. The Cal Arts graduate said that the tree ship was definitely the most challenging set to work on. "Departmentally it falls through all the cracks. There's no one construction department who had full control of it. In terms of sculpting a tree, I think it's one of the hardest things you can do because it's so easy to see if you're wrong. I think the way we approached it was a total Frankenstein operation. We used real driftwood and skins from trees in the world, put them all together and created this monster that we have.

"We started with a small model [of the tree]. I'd say the tree is the thing you go to immediately in the script, so obviously I've been thinking about the tree since I read the script. In June I was here for a month working with model makers and we had a lot of back and forth with Darren and arrived at our final form."

Chinlund said that that the tree, in all three periods, was an important part of the central design of the film and worked at length with Aronofsky and Director of Photography Matthew "Matty" Libatique on getting it just right. "The way we've been thinking of it is if you take the tree and crumple it up and unfold it you'll have the hospital or Seville or what have you. All of the design emanates from that point. That includes palette, all of our color in the entire picture is sort of dead and dusty. So, palette is determined by the ship as well."

Aronofsky's a director with a very specific vision and that kind of drive really helped focus Chilund. "Not to sound cliché, but I think it's really true that I'm in the movie business because collaboration is where it's at in terms of process," said Chinlund. "Darren, more than any of them, is by far the most demanding director in terms of wanting to know why each decision you make is the correct one. So, it pulls really rigorous preparation out of me and I wouldn't have it any other way. I think being relaxed on a movie set is not the best way to proceed and I appreciate that. I think it takes a lot more energy for a director to be plugged in and asking question and obviously the project is that much better [as a result]."

One of the unexpected bits of news we discovered while talking to the production staff that Thursday was that the film would use very little in the way of computer generated effects or CGI. We'll talk more about that later with the visual effects supervisors, but this "limitation" also applied to production design. As we noted in our set visit report, one of the central images in the film is of our hero Tommy at the tree of life exploding with flowers out of his body. Chinlund worked with special effects make-up artist Adrien Morot on realizing this physically in order to use very little CGI after.

Chinlund wasn't involved three years ago when the film was setting up in Australia, as he admits he wasn't exactly qualified at that point to work on something of this scale, so the delay in production has been a blessing for Chinlund and he looks forward to working with Aronofsky again. "I want to keep working with Darren," said Chinlund. "I trust his judgment and know he'll continue to make interesting choices."

CLINT MANSELL - Composer

Next up was composer Clint Mansell. Mansell's worked with Aronofsky on both of his previous films and the collaborative process continues with "The Fountain." He's also the man behind the music on the recently released "Sahara," as well as "Man on Fire," "11:14" and "Abandon." He's also a member of the band Pop Will Eat Itself which recently got back together to do a week's worth of sold-out gigs in England. As much fun as it was to rock out in front of the crowd, Mansell admitted that it was a lot easier when you're younger and in shape.

Mansell was first told about "The Fountain" about five years ago by Aronofsky. Since then there've been a lot of ideas and build-ups as production ramped up, then stopped and then finally ramped up again. In fact he's written a number of pieces already, one of which was a piece he wrote three years ago and used in the teaser package we were shown later that day and described in our set visit coverage. "While my ideas might still be relevant, it was three years ago and it wasn't written for this teaser," said Mansell. "It worked pretty well, but now I've got actual images to look at. Before I had just wrote stuff based on the scripts."

Mansell does a lot of research for all the films he works on, but he doesn't let the research stifle him creatively either. "I'm not the sort of person who says, 'Well, this is 15th century Spain so we can only use the lute' or whatever. I don't really feel you have to be that picky about it. It's about being true to the film as much as you can. Fifteenth century Spain is pretty different from the future in outer space, but you've got to make all this stick together. For me it's more like bringing in elements of those worlds. I'm not going to try and kid anybody that this or that is authentic. It's obviously about these different places, but we're trying to create our world."

With three different time periods to compose for, Mansell's not sure if each one will have a distinct sound at this stage in the game. "Looking at it from the outside you'd think you have to sort of differentiate," said Mansell. "The script may go from one time piece to another, but will [the final product] end up like that? I don't know. Maybe it'll become more or less fractured [which will influence the music.]

"When we did 'Requeim' we went in with all these ideas of what we wanted to do, and we did them, then the film said, No! That don't work!' So we had to rethink and do something else. You can only go in with your arsenal well stocked, but once you start working with the film it tells you what it needs. If you're not getting it right, you'll know about it."

The composer's not quite sure what kind of instruments he'll be bringing to the score yet, but has some ideas of what he'd like to do. "My sense is that it needs to be something that's going to be quite organic," said Mansell. "I think there's room for an electronic element and an orchestral element, but I don't know that they'll fall in to the traditional areas that those things might imply. The things I've been excited about for this film musically, well, I'll hear the story and read the script and for me it's been music like Godspeed You Black Emperor, Moguai, Zigaros, things that are to me very emotional, but they've got a real human element to them that breathes. I think that's what this film is going to need."

On the electronic side, Mansell said he feels the film's characters will dictate what is needed. For instance he said the main character of Tommy may seem sort of distant because of his driven nature, but sees a deep emotional core that makes the composer think of work from Joy Division that's cold on the surface, but has rich emotional undertones.

Mansell said being on the set certainly helps inform what he'll be doing musically for the film. "When I walked in yesterday and saw the space ship, the tree, well, we had sat around a table for four years and you've been looking at drawings and models, then you walk in and see that, well, that's going to stay with me. It's like seeing a great painting. 'Christ, look at that!' That's what I've got to live up to. It's worthwhile."

It's something of a rarity for the film's composer to get a chance to visit a set. Some times the composer isn't selected until after a film has been shot and is in the last throes of editing. There are even cases where composers come in at the last minute and score a film in five days. Mansell said that Aronofsky doesn't strike him as the kind of creator who'd have a composer not be involved from day one. "Perhaps if the composers had a union that wouldn't happen," Mansell said of that last minute dash for music. "Our business is unfortunately almost like every man for himself. The business demands that. At the end of the day not everybody is making projects like this."

DARREN ARONOFSKY - Writer/Director

At this point we all took a short break to enjoy some lunch, but were back at it an hour later with the star of the day, Darren Aronofsky. The writer/director really needs no introduction, but one of the publicists mentioned something very interesting during the day. He said the best comparison he could make with Aronofsky is to a director like Stanley Kubrick, someone determined and with a strong visionary sense. While it's too early in Aronofsky's career to see if that comparison holds true, what does is his strength as a creator and drive to create something that's not your typical film.

Aronofsky wore a red sweater, a New Orleans Saints baseball cap and a full and scruffy beard. The beard is part of a tradition began while filming "Pi," where once they begin shooting the film he doesn't shave again until they're done. He was relaxed, eager and very forthcoming when answering all of our questions.

Compared to his previous films "Pi" and "Requiem for a Dream," "The Fountain" is a very different film both in terms of story and scope. Where "Pi" and "Requiem" may share some elements visually and thematically, Aronofsky says that every story has it's own film grammar. "You have to figure out what the story is about, then you figure out what each scene is about and that tells you where to put the camera," said Aronofsky. "This is a very different film. The reason why there's such a connection between 'Pi' and 'Requiem' is because we had such limited resources. With Requiem we had a little more money so I was able to explore some of the ideas I had, but this film I wanted to have look like its own thing. I think there are connections to the other work, but I feel like it's its own piece.

"Really, the whole design of the film is a crucifix. Almost everything is straight behind, straight in front, from the sides or above or below. Basically, that came out of figuring out how to shoot the space ship. It's a circular, spherical shape and you have to figure out where to place the camera in a sphere. That was a real challenge. Then I realized there was a crucifix with the conquistadors and that evolved in to the other time periods."

After the film fell apart three years ago it appeared that "The Fountain" was dead in the water. Aronofsky began looking and working on other projects, but then six months later the creator found himself fighting a bit insomnia, during which he found a way to bring it back to life. "…I couldn't sleep one night and I was sitting in my office and I realized I was an independent film maker, that's where I started, we know how to do things cheap," said Aronofsky. "We did 'Pi' for $60,000 and 'Requiem' for $4 Million, so there must be a cheap way of doing this movie. So I decided to try and figure out the cheapest way to do it that preserved the vision and the big concepts that I wanted to explore. What resulted is I worked for about two weeks and the script just came out better. I think what happened is having been seven weeks out from production and having spent a lot of money to get there, we really understood exactly what things cost."

Aronofsky said there are some marked changes. For instance, the battle scene depictured in the 16th century portion of the story has changed. "Instead of it being hundreds of people versus hundreds of people, which is what I wanted to do at the time, but that was before 'Troy' and 'King Arthur' came out. So, I was sort of writing that thinking about how cool 'Braveheart' was and how Hollywood could now do cool battles, so let me do a cool battle scene, but now there've been a lot of battle scenes. I guess after 'Lord of the Rings,' which had a battle scene so huge of scope, they [the battle scenes] have to be reinvented themselves because they're not interesting anymore. So, I decided to reduce it down to what it is really about, which is about one guy trying to get through overwhelming masses and to do that was a lot cheaper than having all these conquistadors and all these Mayans. It's ultimately the same film, but it's just really boiled down to its essence."

But the old script hasn't been thrown out at all. In fact, it's serving as the basis for the upcoming graphic novel illustrated by Kent Williams. "I think if we had made that film [using the original script] it would have been great, but it would have been a very, very different movie than what this is. In many ways I've already made that film. I got so close to shooting it and I was completely cast, sets were built and psychologically I did everything, but shoot it and show it to people. The whole lead up to that is one of the biggest parts of the job, so actually the shooting is a small part of it. I kind of emotionally have made that film and this film I think is different. To me it feels like a fourth film. I'm hoping that I'm getting better as I get older."

For more on that script and the graphic novel, click here.

Aronofsky then went on to talk a bit about the story and the many influences it has. He began by referencing "Pi," which he said was about God and math and Kabala and paranoia, which clearly doesn't fit in to your typical genre film categories. It was an indy film, possibly even an art film, with science fiction and drama thrown in for good measure. As for "The Fountain," he said maybe you should think of it as a psychedelic science fiction film. "That's the only thing I can think of. There's a long tradition between psychedelia and sci-fi, I think. It's a good genre, but I don't know how to describe it.

"For me one of the big things is the Fountain of Youth, which is a really cool theme," continued Aronofsky. "It's one of the oldest stories that mankind has been telling. It's in Genesis as the tree of life, it's in Gilgamesh and Ponce De Leon. The search for the Fountain of Youth has been ongoing, but Hollywood hasn't done much with it unless you count 'Nip/Tuck' and 'Extreme Makeover.' (laughs) It's this big theme in society today. We were talking about an article inside the New York Times magazine about this doctor who thinks aging is a disease and can be cured. There's this huge quest in our culture now to stay young and we do it mostly physically. People are living longer and thinking about that. I was thinking what are the repercussions on people and love now that people living longer. It's no longer you're married to someone for 20-30 years; you're married for 50-60 years. They're saying our kids will live beyond 110 years old, so what does that type of lifetime mean? No one gives us any tools in high school and elementary school to think about dying and death. The only thing they do is tell you to collect autumn leaves and say how beautiful they are. But when we look at old people we shut them out, lock them up in old age homes and don't include them in our lives. So, it was interesting to start exploring that literature as I was started to grow older."

The now 36-year-old creator started writing "The Fountain" when he turned 30 and reaching that milestone was definitely an influence on his story. "It's a bit pathetic to say, but when you turn 30 it's the first time you're not in your 20s anymore and you say, 'Shit!' (laughs) Suddenly there are kids that are 20 and they're the youth now and forty is not that far away. Turning 30 was when I started to think about this. Also, my parents right about the same time both got cancer, fought it and beat it, but their mortality started to show."

Aronofsky said when he begins to write an original script he becomes something of a tapestry maker. He'll take different ideas from different threads and weave together a carpet of cool ideas. He said that reading the book "The Conquest of New Spain," a first person account by Bernal Diaz of the conquest of Mexico, certainly influenced the 16th century storyline in "The Fountain." He also mentioned that David Bowie's "Space Oddity" influenced the future storyline. (At this point he revealed that the production is trying to get Bowie to do a third Major Tom song for "The Fountain.") As for the present day storyline, Aronofsky said that co-writer Handel's experience getting his PhD in Neuroscience definitely influenced that storyline. Bring those influences all together and you've got "The Fountain."

When it was pointed out that "The Fountain" seems a bit more hopeful than his previous two films, the director said that was a conscious decision on his part. "I wanted to do something a bit more like this when I finished 'Pi,' but the chance to make 'Requiem' came up," revealed Aronofsky. "'Requiem' was very much my 20s and I felt I really should do it and finish it. TV addiction and the relationship between mother and son was stuff that I had written about. So, I sort of owed it to myself to make it. But I think thematically I was already starting to think about happier endings. I was never about selling out, and if you look at this film you'll see that. Literally every single person in Hollywood said no to this movie at least once, including the people making it. I think the reason is because I don't make the absolutely clear genre film. On paper they're very different. But really at the core of this film is a simple love story.

"When the film fell apart I kind of reinvented it and only wanted to work with actors that really get it and want to be filmmakers and make it work. I didn't want it to be a star driven thing anymore. Even though the budget is bigger than a normal independent film, I wanted to approach it purely as an independent film. That was the whole idea, no more bull shit, let's just make it purely independent."

When the film began ramping up again, Hugh Jackman's name came up for the lead role. Aronofsky was familiar with Jackman from his work on "X-Men," but didn't know much about the actor outside of that role. So, Aronofsky went to see Jackman on stage in "The Boy From Oz," a Broadway musical that won Jackman a Tony Award for Best Actor in a Musical in 2004. "So I went to see 'The Boy From Oz' and even though the role was so much different from what we're doing here, almost the complete opposite, the amount of talent that he displayed on stage was just overwhelming," said Aronofsky. "Then I met him and he was an amazing guy and I could just see it was the right time for both of us to meet. He needed a role that could really show a lot of dimension and in this he gets to play in three different time periods and three different characters.

"I'll tell you this film would not be anywhere near possible without Hugh. Technically and emotionally he's just so good. It's hard to believe how good he is. If you ask any person on this crew what they think of Hugh Jackman, they'll all say they've never seen anything like it. He runs the set in the morning. You give him a note, say something very specific about how he is in the frame, he'll do it and every time he'll do it. Physically and emotionally he'll be there. It's a great pleasure."

Aronofsky was also equally impressed by the work of Jackman's co-star, Rachael Weisz. "Rachael read the script and was very aggressive about getting it. What I like about Rachael is that there's not a role in American cinema that completely defines her. I knew she was very talented and when I started to talk to her about the material she said she had been thinking about it and most actors don't really do that."

Aronofsky said that when Jackman got involved it helped evolve the story in "The Fountain" a bit. "We met every week for a couple of hours and worked on it, so I think it evolved somewhat as I kept rewriting it," said Aronofsky. "He's so good he becomes whatever you ask of him."

Getting back to the original film as set-up with Brad Pitt, Aronofsky talked about why the production fell apart and pointed out there's no one reason that he could really point to. "The reality is me and Brad worked on it for about two and a half years. So, it's kind of like if you had a relationship with someone and you broke up and you had to define the actual reason, it's never one reason. It's a complicated relationship. Why he didn't come has to do with a lot of things and the many politics of his own life as well as what had happened before that on the film. What I think it had to do with is it's a very different movie and I think it's scary for anyone to get involved with it. That just shows you the bravery of someone like Hugh and Rachael."

As far as comic books go, Aronofsky's no stranger to the medium. As was noted in our graphic novel article, he was first introduced to the world of comics during college through "The Dark Knight Returns" and "Watchmen." In fact, he's been attached to a number of comic based films such as a "Batman: Year One" adaptation as well as "Watchmen." He was set to direct "Watchmen" for Paramount and they wanted him to get started on it as soon as possible, but Aronofksy had been working on "The Fountain" for six years and really wanted to do that. "When ['Watchmen'] was set-up they were really excited and wanted it out summer 2006 and I felt this wasn't a film you can rush because if you fuck it up, there's going to be a lot of angry people. The funny thing is when I went to meet Bowie, one of the first things he asked me was if I was doing 'Watchmen' because it turns out he was developing an opera out of 'Watchmen!' So I thought, if I do this and fuck it up I'll piss David Bowie off!

"Really you have to do it very carefully. The reason why I got involved was because of David Hayter's script. I thought he did a great adaptation. Better than any of the previous ones by Gilliam or Sam Hamm. I read David's and thought this was a film that was possible to make. I wish them all the best of luck, but I can't do it that quickly. I need to take my time."

Aronofsky also talked a bit about being attached to a feature film starring the Dark Knight Detective. "When I got involved with Batman I said I'll only do it if you involve Frank Miller and they thought it was a radical idea. (laughs) The guy who is responsible for your movies ultimately, he's responsible for making Batman cool again! I'm really excited for 'Batman Begins.' It looks great and I liked the Super Bowl trailer. It's a hard thing to do because you have to make it for a big audience. ['Batman Begins' Director Christopher] Nolan's a real film maker."

Aronofsky's production company Protozoa Studio's is also developing a feature film version of the hit Manga series "Lone Wolf & Cub," but setting it in the US west instead of feudal Japan. "It's a very hard piece to adapt. We'll see what happens," said Aronofsky

As for the future, well, the director's been keeping a lot of long hours and responded in the way most director's do once they come to the end of a film shoot. "Right now I feel like I'd never want to make another movie," laughed the director. "It's day 56 of shooting. I remember at the end of 'Requiem' all I wanted to do was get a digital video camera and do small film. Shooting in front of a green screen for the last week, well, I never want to do an effects movie ever again! But the hunger comes back, so I think the goal is just to make good films, or at least try every time.

"When 'The Fountain' fell apart I thought that it would be great just to take an assignment and shoot something, but I couldn't do it. I'm not one of those filmmakers that can just show up and shoot. The only way I know to make a film that has good imagery is by pushing everyone and the only way I have to push myself and other people is that I think I'm actually doing something that's exciting. With film, every day for two years or in this case six years, you have to wake up wanting to do it and there will be days when you'll wake up and you'll not want to get out of bed and you just have to have something that pulls you out."

JEREMY DAWSON AND DAN SCHRECKER - Visual Effects

Next up were Jeremy Dawson and Dan Schrecker, the guys handling the visual effects for "The Fountain." The duo make up Amoeba Proteus, a sister company to Aronofsky's Protozoa Pictures. Dawson and Schrecker came together in 1997 to create graphics, titles, music videos and trailers for "Pi." They went on to work again with Aronofsky in "Requiem for a Dream," providing visual effects, the film's title sequence and handled the production of the DVD. Since then the company has gone on to supervise visual effects on a number of films, including "Friday" and "The Life Aquatic."

Dawson and Schrecker have been charged with a huge task - make "The Fountain" with as few computer generated images as is humanly possible with a film of this story. This was going to prove very challenging considering there are major portions of this film that take place in deep space. Dawson said, "Darren's fear, and one we agreed with, is that with a lot of CG stuff it places the film at a certain moment in time and makes it very current, but the tools evolve and are changing from day to day, so there's a big difference in the way CG things can look from one year to three years later and he wants this film to stand in its own alley way separate from this."

Aronofsky didn't want to make a science fiction film that would end up looking dated rather quickly. The fear was that science fiction films that rely heavily on computer generated special effects tend to show their age rather quickly. Take a look at the recent "Matrix" films and that'll become readily apparently. The filmmakers didn't want that to happen with "The Fountain," looking to the effects in Stanley Kubrick's "2001" as a film that holds up rather well considering its age. Their hope is that in the future when you look back on "The Fountain," the special effects still hold up as well as can be expected for a film that's 20, 30 or 40 years old.

Aronofsky noted earlier while on set, "When I started the film I said no computer graphics, let's find one of those old time guys and see what they've been doing." They found their guy in Peter Parks. Parks specializes in macro/micro photography. Funded in part by the Bahamas government, Park's company goes very deep under the sea, pulling up microorganism and photographing them in 3D. "He showed us one of these images which was a larva sea anemone eating a larva shrimp in 3D," said Dawson. "Some of the most amazing stuff."

Parks is no stranger to comics, either, having provided the visual effects for "Supergirl." He's received Technical Achievement Academy Awards twice in his career, in 1982 and 1987, and was presented with the Gordono E. Sawyer Award in 2004, an award which according to the Academy's Web site is presented to "an individual in the motion picture industry whose technological contributions have brought credit to the industry."

Dawson said that staying away from CGI for this film has presented them with some huge challenges. "Using CG is really the easy route because it's so prevalent and the tools are great. What it did was really force us to come up with creative solutions to solve a lot of our problems. We sort of ended up in visual effects somewhat by accident. We know the technology, but we also come from this sort of do it yourself world."

The duo have worked on this project since its first inception pre-Australia. They went through every kind of permutation on how to execute space without generating the effects digitally. "We went through all sorts of ideas and one that came up is the possibility of shooting maybe chemical reactions and things like that, or biological things that might look a bit like space," said Dawson. "In the course of that this macro-photographer came up named Peter Parks."

Parks lives in England and is one of the founders of Oxford Scientific. He's been doing photography of microorganisms for a long time. "He's this tinkerer, alchemist kind of guy who lives off in the British country side and just shoots this incredible stuff," said Dan Schrecker. " Some of this stuff has been used in film before, but what we wanted to do is something of a hybrid. We wanted to take this stuff, composite it, cut and paste it and collage it and make something that's far beyond what it is originally, but still keep its basis in real photography and the accidents that happen with that."

We were shown some of the films Parks made on the micro level of petri dishes filled with a variety of chemicals, bacteria and microorganisms. Parks would introduce new chemicals and bacteria to create reactions, which he'd then film. We were shown quite a bit of raw footage that was absolutely amazing. We saw beautifully vibrant and active reactions that look remarkably like deep space photography we've seen from NASA.

While Parks has a certain amount of control over the reactions, it's mostly a random and organic process filled with lots of wonderful accident and no software tricks. Schrecker and Dawson shot for eight weeks with Parks, gathering up over 20,000 feet worth of film to be used in "The Fountain." "I don't think this sort of methodology would work for every movie, but I think for this one it calls for solutions that are a bit different," said Dawson. They noted that there's a good likelihood some of this raw footage will end up on the eventual DVD release.

ERIC WATSON - Producer

Producer Eric Watson has an almost ten year history with Darren Aronofsky. He's produced both "Pi" and "Requiem for a Dream" and in 1996 he and Aronofsky formed Protozoa Pictures, which is currenly developing several projects such as "Flicker" (an adaptation of the novel "Son of Kali," as well as the previously mentioned "Lone Wolf and Cub."

Watson began by talking about how "The Fountain" landed with Warner Bros. They were developing Batman with Warner Bros. and Lorenzo di Bonaventura, who was at the time studio chief at Warners, heard Watson and Aronofsky were working on something else and wanted to know what it was. As Aronofsky was finishing writing the script for "The Fountain," Brad Pitt saw the film "Requiem for a Dream" and called Aronofsky saying he'd like to work with him. So, when Aronofsky was done, he showed Pitt the script who loved it. Watson and Aronofksy then told di Bonaventura and Warners' Jeff Robinoff about what they'd been working on. Having Pitt attached to the feature definitely helped get the film green lit.

Watson admits that producing films has been a long learning experience since starting out with Aronofsky on "Pi." "The only way you learn to make a movie is by going and doing it," said Watson. "So, we did that and then we made one that had kind of a real budget in 'Requiem' and learned another way. Then making a big budget Hollywood movie has been an intense learning experience and probably more difficult than the first two. I probably knew less abiut that than anything else. Darren and I may have been a little naïve when we started the process of making a Hollywood film. We learned it, but looking back I don't know if I want that knowledge, but I have it now.

"We thought that the whole process was set-up to help you get movies made, but we still had to fight to get movies made. We knew how to make movies already, but we had to apply that knowledge to a whole new set of rules and standards."

Watson noted that the non-traditional methods of film making used in "The Fountain," specifically those employed by Schrecker & Dawson utilizing the Parks footage, contributed to the film getting made despite the many set backs it faced. "There was a point in the process of making this film where [Warners] asked what we were doing with this movie, so we brought the Peter Parks footage to Warner Bros. and screened it for the executives that were involved in the project at the time. Two years later, when Darren had rewritten the script and we were going back in to Warner Bros saying we wanted to make this movie again, Jeff Robinoff told us then that one of the reasons why he's kept this film alive all this time was in part because of the Peter Parks footage. What he knew was that we were going to do something different and that there was a vision there. Whatever that footage said to him was this was not going to be like other things and that might have been one of the things that kept him motivated."

Thus far there've been few details released about "The Fountain." The production has been kept under wraps and story details were extremely few. That's all be by design. "Over the next ten months or so we plan on educating the audience and the world to what it is," said Watson.

These days, nine times out of ten your typical science fiction film is an action film dressed as a sci-fi film. It's not really science fiction if it only has the trappings of the genre. Watson said one of their goals is to make a science fiction movie, noting that some film makers in the past have set the bar pretty high and they hope to be part of that group. Watson also talked about some of the themes explored in "The Fountatin." "Mortality and what it means to us," said Watson. "Love and human relationships. We live our lives alone to a certain degree and we try and relate to other people in the world to deal with that aloneness. I think this movie explores life's journey to some degree. I think we really hope that the movie provokes people to look at some of those issues in their lives whether it's love or life or death. I think immortality is an interesting concept, but I think it's really our road into other things that are much more real to people.

Watson addressed the many changes the film has gone through since it was originally set up three years ago. He doesn't believe there have been any creative sacrifices along the way, only that things have evolved and that the script they ended up shooting is better than anything they had before that point. "Ultimately, although there might be big set pieces we're not doing now, I think the movie itself is better as a result of this evolution," said Watson.

A producer and director have to, by design, work closely together when making a film, which inevitably leads to some arguments, but not the type gossip columnists like to jump on said Watson. "We've had the creative discussions and arguments in the script writing phase," said Watson. "The creative collaboration isn't one really based on arguing as it is based upon conversation. The arguments have to do usually with more personal things like, 'You're irritating me today.' (laughs)"

Following the conclusion of filming Aronofsky will take ten days off, then come back to the film and start editing. At the same time, Watson will head out to Los Angeles with the marketing people to figure out how to bring "The Fountain" to the public at large.

"Jeff Robinoff at WB said an interesting thing about Darren's films in that they tend to appeal to kind of two audiences," explained Watson. "The audience of, for lack of a better way of putting it, the comic book/sci-fi audience on the one hand and on the other hand the critical audience. Not all film makers walk that line, but Jeff pointed that out to us. I thought about that and thought about this movie and thought I'd really like to release this movie in the fall and hopefully certain elements of it are appreciated by the awards process and I think that's a way to get this movie to an audience. But really, we're making this movie for the science fiction audience and we want to launch our campaign at Comic-Con International [in San Diego] if possible. When the Matrix came out we looked at the movie and said 'Where does science fiction go from here? How can we take it someplace else?' Maybe it's someplace else that someone's explored in the past, but in terms of where it is right now what's a different flavor of science fiction. That's what the movie is to us."

Watson noted they may show a trailer as well as footage from the film at Comic-Con International.

Finally, Watson addressed the production of "Lone Wolf & Club" briefly before his time with us came to a close. "It's a challenge," said Watson of adapting the legendary Japanese graphic novel. "We want to adapt it ala Sergio Leone to the west. It's hard to do that without doing what has already been done. The western's been pretty well explored. If we're going to do a western, we'd like to reinvent the western."

ARI HANDEL - Co-Story Writer, Creative Consultant

Our final interview of the day was with Ari Handel. In addition to his role in the making of "The Fountain," Handel servers as president of Protozoa Pictures. He's a graduate of Harvard University with a degree in Biology and went on to get a PhD in Neuroscience from New York University's Center for Neural Science. Where he is now, working on feature films, is a long way from where he came, but he noted he'd have it no other way.

Handel and Aronofsky have worked for a long time together on "The Fountain" and Handel talked about the collaborative process a bit. "Darren has a very particular method that he uses to write and he taught me that," said Handel. "I would take part in terms of planning out the scenes and then Darren would go off and write. I'd read what he had written and give thoughts and sometimes he'd ask me to work on something a little bit, but basically he did the writing of it. It's written by him. At various times in various ways I would be involved in editing or conceiving with him various elements. I worked with him on the structure, outline and the characters, and then he put it all together.

"It's a structurally very complex film, like a jigsaw puzzle and frustratingly so at times," continued Handel. "There's a lot of time and energy spent on focusing and make that structure work so that what was happening in one storyline wasn't messing up another and that everything was consistent." With that in mind, don't expect there to have been numerous rewrites during filming. The design of the story made it very hard to make any changes once they were committed.

For this film, in many ways one of Handel's top job is to bring fact to science fiction. Throughout their writing process Aronofsky would direct Handel to "make it as real as possible" and to make the details as accurate as can be. "Ultimately it is science fiction, it is fantastical and there are fantastical elements, but there was this balance that had to be done to see how real it could be within the confines of making the story work and making it a piece of literature," explained Handel. "That was basically my role to a large extent, to at all points make it as real as possible. Even with the ship, I went and did a lot of research in to biospherics [such as the ultimately unsuccessful Biosphere projects]. I at least tried to make it consistent. The rule of thumb, at least for me, was you know you can't make it perfectly realistic, but make sure that everyone has enough information so that when they are breaking a rule of realism they're doing that consciously. Whenever possible we tried to get it right."

Handel cited one element of the story as an example of trying to bring fact to fiction. "One of the characters has a tumor, so, looking at the story and what you need to do at various times and the kind of health we needed her to be in and the state of mine we needed her to have, I then went and talked to a lot of neurosurgeons and asked where could I put a tumor that would fit all these symptoms. They'd say there's no where you could put a tumor that fits all these symptoms, but I could give you a tumor that will fit these symptoms. (laughs)" That sort of compromise would go on constantly throughout the writing process.

"This is realistically based science fiction. I like to call it science faction," said Handel.