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