The late Heath Ledger stars in "The Imaginarium of Doctor Parnassus"How do you rescue a production that suddenly suffers the loss of the leading man several weeks into filming? That was the terrible question posed to director Terry Gilliam after the death of Heath Ledger during the making of "The Imaginarium of Doctor Parnassus," and for quite a time, Gilliam wasn't sure that there was any answer other than defeat.

Thankfully, a trio of Ledger's close friends and contemporaries - Johnny Depp, Jude Law and Colin Farrell - stepped up to the plate to play three different incarnations of Tony, Ledger's enigmatic and often sinister character. The surreal end result of their performances is only surpassed by the actual completion of "Parnassus," a feat that was very much uncertain throughout the post-Ledger production. Now, nothing can get in the way of "Parnassus" and its theatrical debut on Christmas Day.

Following our conversation with actress Lily Cole, CBR News participated in a second roundtable interview, this time with Gilliam himself. The filmmaker discussed the autobiographical undertones of "Parnassus," the tragic death of Ledger and his subsequent three-pronged replacement, working with the late actor on "The Brothers Grimm," and his upcoming plans to once again resurrect "The Man Who Killed Don Quixote," this time with actor Robert Duvall as Quixote.

This film is important to you, obviously, in so many different ways...

Terry Gilliam: Nah, I don't like it. [Laughs]

Lily [Cole] was saying that, in some way, she felt that you embodied Doctor Parnassus, [that the film] embodied many of your own ideas.

I keep hearing about this. [Laughs] I suppose when you decide that you're going to write something original, where do you start? Because I'm such an egomaniac, I better start with me and see where it goes. [Laughs] I don't know. It kind of grew. Whatever I'm doing, when I'm adapting another book, it's because it's attracted me and it's about what I'm thinking about at the moment, whatever the book might be. It's kind of my version of what I think the world is at that particular time. When you start from nothing, you're going to be thinking about the things that you're thinking about, so I'm thinking, "Okay, the last film didn't do so well. Why do people not understand what I'm doing?" Then you throw your daughter in for the fun of it, and it grows.

But whatever I've done, I have kind of identified with all of the characters in them. That's why I enjoy making [films], because they're all, I can say, aspects of myself if I let myself go down different directions. They say about "Tideland," I discovered the child within me and it turned out to be a little girl, which is both a joke and not untrue. [Laughs]

Lily Cole co-stars in "Doctor Parnassus"You cast Lily, a relatively new actress, in a very difficult role. How did you happen upon her?

I just wanted an extraordinary looking girl, so I started very superficially. Irene Lamb, the British casting director, had worked with Lily on this Sally Potter film, "Rage." It had been shot -at least, Lily's section had - and she said she'd be good. We met, and she was intelligent, confident [and] I think grounded. The screen test was okay, it wasn't bad, but there was something about her that seemed extraordinary, so I thought, "Let's take a chance." That's the one thing; everybody else in the film I was sure of. Lily was the chance-taking moment, which is always important when you're making movies. You don't want it to be safe. She could have sunk in that company of people, but she rose. And everybody was great, everybody supported her, everybody helped her. She's fantastic.

She said that Heath Ledger was very helpful to her, asking, "Are you nervous?"

Heath immediately realized that she was the one who should be supported more so [than the other actors]. He was just great. He was bringing it out of her all of the time. You could see it in takes how he would bring it out of her, almost hypnotizing her. He was so intense. It really helped her focus on that moment and forget about all of this stuff going on around. It was great.

Your productions have such a legendary quality about them. There are always great stories - crazy, good and bad stories. Obviously, the story that goes behind "Doctor Parnassus" is horrible and tragic, but again, that's what everybody is talking about. Did it energize you in a way that you were not prepared for?

No, it deenergized me. I just wanted to quit, pure and simple. It went on for the whole thing, the whole shoot afterwards. I just didn't know if any of the things we were doing was going to work. I was basically on autopilot, and yet, the overbearing thing was, we were doing it for Heath. We're going to make sure there was a movie. For me, the weight and what worried me was, is this going to be good enough to be his last movie? It's a terrible responsibility. I felt, "Oh, God." You just go in and do the next bit, and you do another bit, and hopefully you're getting somewhere. It wasn't until we got back to London and put it together that we realized, "I think it's working. I think it's actually going to work." It was a very strange experience, one that hopefully no one ever has to go through again.

How did Johnny Depp, Jude Law and Colin Farrell come to be involved in the project after Heath's death

Basically - I think this was the day after Heath died - I called Johnny, just to commiserate because he was very close to Heath as well. I said, "I don't know what I'm going to do. I think it's over, but I really don't know." And he said, "Whatever you decide to do, I'll be there." Later, I found out that it was the most crucial call I made, because the money was disappearing. All of the reasonable, intelligent, experienced people were leaving. The banks, everybody, they were gone. That phone call, which was basically a private one, my daughter [producer Amy Gilliam] passed it on to say, "Terry talked to Johnny, and Johnny said he'd help." That stopped the retreat of the loot of money, Johnny Depp.

But that didn't solve the problem. I still had to work out what I was going to do. Once we got down to this idea of three actors taking over [the role of Tony], I started calling Heath's friends. There were several other incredibly well known actors who were willing to help but weren't available at all. That was another reason - I didn't want one person to take it over, but three made it a little bit of a likelier possibility that we could fit schedules around.

Spanish poster for "Doctor Parnassus"Ultimately, it was those three guys. We managed to sort all of our schedules out and we got it done. I go through this on every film. I think the film is making itself, and this one was more so [than on other films]. It was like there were movie gods up there making this thing. Johnny was proving to be really, really difficult because he was preparing for a Michael Mann movie, "Public Enemies." Literally at the very last moment, that movie was delayed by one week and Johnny jumped in. We had him for one day, three and a half hours, and then he was gone. That was it, and we got it! [Laughs]

You say that it all comes down to scheduling, but it seems like the way it worked out was a more creative solution since Tony goes behind the mirror three times. Three faces, three actors.

I was never going to do one actor to replace Heath. Very simple. I close a lot of windows and doors when I do things. Three was a likelihood. He does go through three times, and that was exactly how it was. Once we got the three guys, what order do you [present them in] was the choice. Johnny had to be first, because if it works, Johnny was the one that was most likely to bring the audience in with him. If it worked with Johnny, it would make it easier to carry out the rest of it.

The most ironic part was that I'd been talking to Jude about the part before Heath was involved. We actually did a book, a big presentation book that we'd taken on to Hollywood to try and raise the money, and we had all of these beautiful pages made with different scenes. The scene with the ladder was Jude Law on the ladder. Then boom - reality and fantasy came together! [Laughs] So I said, "That's Jude, he's going to do that."

And Colin, he already has that darker and more villainous [presence]. He's the bad guy, the ultimate bad one. It worked out.

Does that make Johnny the ultimate ladies man? Is each one an ultimate something?

No, I think they're all ladies men. I just thought Johnny had the best shot of dragging the audience with him. It's something where it goes, "Oh, there's Johnny." Then it's boom, oh, hello! Then it works. He was just amazing. In fact, all of the guys were amazing, because they had no time to rehearse. That's why I was asking for close friends of Heath to be involved, because they knew Heath and understood him. All of the DVDs we put together [of Heath's performance] so they could see what he was doing, and Colin has said that he thought at times he was channeling Heath while shooting [the movie], because Heath's presence was just over the whole thing. It was this great spirit hanging over the whole production.

Did you ever have dreams after Heath's passing that he was talking to you or coming to you? Did you feel his presence in that way?

No, no. He was a very, very powerful spirit, Heath. One thing that everybody who was close to him and worked with him knew, they all said the same thing: he was a very old spirit, very old and wise. I thought he was part aboriginal, because to have the kind of knowledge and wisdom that a twenty-something year old kid has, it was just extraordinary. My joke is that he didn't die young; he was a couple hundred years old when he died, and I really feel that at times.

The Japanese poster for "Doctor Parnassus"There's a lot of talk of death in the movie. Did you ever feel the need to soften that after Heath died?

That was the script that we wrote. If I'd been with a studio, can you imagine if I had introduced Heath hanging by his neck and the line saying, "Why are you fishing dead people out of the river? He's dead!" I said, no, that was the movie we were setting out to make and we're not changing it. Christopher Plummer didn't want to say one particular line, which was in the monastery when he's talking about stories: a romance, a comedy, a tale of unforeseen death. That was after Heath died and he didn't want to say it. I said, "Chris, you have to say it." That was the script we were doing, and Heath would have the same attitude as I do; we don't change. This is the story we're telling. These are the words. The whole scene with the little barks going down the river and Princess Di and everything, a lot of people think it's a eulogy to Heath. But it was all written word for word [in the script].

How hard was it to set the film's ratio of realism to fantasy?

You settle on it in a way, because as you're writing it, I was quite pragmatic. My theory in all of this was, you do these big fantasy films and within ten minutes, you've established that there's this amazing world. Now you're going to spend the next almost two hours maintaining that fantasy world at a great cost. You're bored by it. And within ten minutes, that world is normal. So I thought if we go through the mirror and we can create a new world each time, it's always a surprise for the audience - then you get in there and get out of there before it gets too expensive! [Laughs] I think that way! I'm very pragmatic. People think I'm a fantasist and all this bullshit, but I am so fucking pragmatic. [Laughs] So we got out of there before it cost too much money, and that's how it worked. It was as simple as that. There was no rule to it.

There was one bit where we actually shot a lot of material that isn't in the film. It's when Diego, the kid, goes through [Parnassus' magic mirror]. It was a very big sequence, and the first cut we realized that it was taking too long, because all of the sets are preambles to Tony's arrival on the scene and it was already long. We chopped it off, but it will be on the extras of the DVD.

Before "Dark Knight," when Heath was doing "Brothers Grimm" with you, he was asked "Why Terry Gilliam? Why do this when, after 'Brokeback Mountain,' you could have done anything you wanted?" And he said, "You have to understand. Nobody wanted me for this movie except Terry." It seems in a way that you two were destined to be associated with each other.

We just worked well together. It actually started with Nicola Pecorini, my director of photography, who was doing a film called "The Sin Eater" from Brian Helgeland. It came out as something called "The Sect" or... I can't remember. [Note: the film was released in the United States as "The Order."] Heath was in Rome, and Nicola called me and said, "This kid is fantastic. He's as good as Johnny Depp! He's fearless, he'll do anything!" Then I met Heath in Los Angeles when were starting to do "Brothers Grimm," and I really liked him. I could just feel it coming off of him - this guy had the stuff. When he started working on the film, it was just a joy.

What happened was, I remember in a meeting, the Weinsteins came in to save the movie after MGM pulled out. We were in pre-production, and the whole crew was in Prague, and MGM pulled out at the last moment. [The Weinsteins] didn't want Heath in the movie because he had spoken up in defense of Wes Bentley on "Four Feathers," and the Weinsteins hold grudges. I said, "Well, I'm not going to make this movie without Heath Ledger. It's as simple as that." I felt that strongly about Heath.

When we were working on the film, he just blew me away with how good he was and how clever he was, and how he could just become whatever it is that the character needed to be. It was breathtaking. What's been interesting, it's only since he's died that people have started looking at this performance in "Brothers Grimm" and realized how great of a performance it was. Nobody mentioned it when it came out. I found out subsequently that what happened on "Grimm," it was the first time he'd been encouraged to play. That's what actors do; they're called players, and they should play. That's the fun part. And play fearlessly. That's what he did.

When we started this one, there was nothing he wouldn't try. He had become much more confident with his sense of comedy; his comic timing. His physical performance, he could do anything. Nicola and I, when we were shooting, between each take we'd look at each other and say, "What the fuck has he done now? Look at that!" It was a constant surprise working with Heath. Whatever he did, it was always true to the character. Some actors will just start showboating and go this way or that. With Heath, never. It was always grounded. He knew where that character stood and then played with that.

[With] his accent, please don't anybody write in their review saying that he doesn't do a decent British accent. I've read too many of those. All he was doing was [saying] "Here's a chance to do any accent I want. I'm a chameleon, so I'm Australian one minute, I'm Cockney the next, I'm posh English." He was setting this all up and it would play out in different ways.

I have only worked with a couple of actors that I think are his standard. He just kept getting better and better.

American version of the "Doctor Parnassus" movie posterYou did the storyboarding for this film, the first time you've done storyboarding in quite a while, apparently. What brought you back to this aspect of filmmaking?

Over the years, I stopped doing it, but this film had so many fantasy elements, so it's good to have a storyboard. Even on the other films, the fantasy parts [were drawn] very crudely, but this I was doing more seriously. You write the script, and then you sit down and throw it away knowing what the scene is. You start drawing, and ideas start changing, and things start coming out. This act of drawing, it's very weird. I don't know what it does. This communication between that and that, and things start happening to you. Then you look and go, "Oh, that was better than what we wrote. I better go back and rewrite the script and deal with that." [Laughs] It was good fun, it was nice. It just frees up a different part of you.

What happens in the Imaginarium when people go through the mirror? Do they die?

[Pauses] I don't know! [Laughs] Mr. Nick gets them; that's all I know! That's the important thing for me. I don't want to give answers to everything. What happens to those women? There are these orgasmic moments - what went on [behind the mirror]? I don't know! It's in their head. I don't know what they're doing, and I don't really care; I just know the result of what goes on in there. What happens to Martin the drunk when the bar blows up? I don't know! [Laughs] I just love not giving answers to everything. To me, some of the best stories are like that. I can't tell you why things happen and what goes on. I leave it open so hopefully everyone comes away with their own version of what goes on, and they can provide the answers.

I really like making movies that maybe raise more questions than provide answers, because right now, we're living in a time where everything is nailed down and defined in a movie. It's a complete thing in itself. You walk out of the cinema, and the experience has been completed for you. What I love is, a lot of my films where people come out and it sticks with them and changes things. With "The Fisher King," there was a moment where a girl who lived in Manhattan came out of the cinema and walked twenty blocks home, got there, then realized she had walked home twenty blocks in the exactly wrong direction. She'd just gotten lost and floated into this. "Brazil," there was a New York lawyer who, after seeing the film, went into his office and locked himself in for three days! [Laughs] It got to him! That's what movies did to me when I was younger. They left shards in my head that have always stuck with me and have changed the way I see the world. I just want to do that to other people.

Can you name one of those movies you saw as a kid that just profoundly stayed with you in some weird or strange way?

"Paths of Glory," I saw. "Injustice" - I'd never seen "Injustice" like that on film. These are good guys, and they're all killed at the end. "Thief of Baghdad" as a kid used to give me nightmares. I'd wake up in the middle of the night wrapped up in my bedclothes because I was Sabu in the spider web as the spider's coming down.

That's what movies did. What was interesting is, when you're young - well, obviously what we're talking about is the middle-to-late '70s - you couldn't see movies. You saw a movie and it would never turn up in a [rental company] again, and you'd have that memory from twenty years. I remembered "Pinocchio," which I loved as a kid and didn't see again until thirty years after I saw it, and my memory was a much vaster film. It seemed to take place in a landscape that went on forever. When you see it, it was actually [very different], so clearly it had this effect on me in an incredible way.

The sad thing is, now you can go back and look at your favorite films again and again rather than having that moment where your memory and imagination take over and make a different movie experience. My theory now is that my movies are better the second or third time, because the first time for most people, it's just too much. But with the DVD, you can watch them again. I have a friend of mine, she's a casting director out in LA and has seen "Parnassus" now, I think five times, and each time she comes back and says, "Wow, I didn't see that." I make movies that are very dense that some people get the first time. Other people will be overwhelmed by it and just go blank, don't want to know about it and don't care. But I know the movies are there and will be watched again and again, and people discover new things.

Scene from "Doctor Parnassus"Her description of the first time [she saw "Parnassus"] was her jaw just went clunk and she was overawed. The second time, she said, "Oh, I suddenly got into the characters. This is beautiful; what a story." The third time, she said, "That score is so wonderful!" Each time, there's something new. That's the era we live in, so let's make films that have layers and layers that can be discovered.

Do you have any idea of what you want to do next?

Well, we're back to old "Don Quixote." After seven years of that script being tied up in French legal shenanigans, I got it back. In the interim, I'd never looked at it. Everybody said, "Why don't you just rewrite it?" I said, "No, it's the most perfect script I've ever written. It's perfect." I got it back, read it, and it was very imperfect. I did a major rewrite and it's a much better script now. Now, we're putting it together and we'll see what happens.

With Johnny Depp?

No, that's the one positive - not positive, the one definite thing I can say. Johnny was swashing and buckling somewhere else. [Laughs]

But Robert Duvall...

Yeah, Mr. Blabbermouth Duvall let it out in an interview on "Crazy Heart" saying that I'd asked him to play it. Yep, Robert Duvall is Quixote. Utterly wonderful. He's extraordinary. He's just such a phenomenal actor and the idea of him taking on a character like that is very unlikely, that's what's so interesting about it. He's just bubbling with enthusiasm. He's great.

If it ever got started again, it couldn't be as bad as the first time with the floods and everything.

No, but I don't think anything is going to be as bad as the last time. I should also [say] that if "Quixote" hadn't been so awful, I probably wouldn't have survived on "Parnassus." It at least gave me an experience of how bad things can get.

"The Imaginarium of Doctor Parnassus," directed by Terry Gilliam and starring Heath Ledger and Lily Cole, opens in theaters in New York City and Los Angeles on December 25, 2009 and nationwide on January 8, 2010.

Check back with CBR next week for our review of "The Imaginarium of Doctor Parnassus."