Ulysses Everett McGill (GEORGE CLOONEY) is a garrulous, silver-tongued, petty criminal, having some difficulty adjusting to the regimentation of life as a man sentenced to a term of hard labor in Mississippi. Reluctant to spend any more time crushing rocks, he scams his way off the chain gang with a clumsy duo of lame losers: sweet and simple Delmar (TIM BLAKE NELSON), and the maladjusted Pete (JOHN TURTURRO). The trio embarks on the adventure of a lifetime as they set out to pursue their freedom and the promise of sharing in the division of a fortune in buried treasure.

With nothing to lose and still in shackles, they make a hasty run for their lives and end up on an incredible journey filled with awesome experiences and colorful characters. However, they must also match wits with the cunning and mysterious lawman Cooley (DANIEL VON BARGEN), who tracks the men, determined to bring the trio back to the prison farm.

An exciting and entertaining blend of high adventure, humor and heartfelt emotion, "O Brother, Where Art Thou?" is written and directed by Joel & Ethan Coen, two of today’s preeminent filmmakers who put their own unique modern-day spin on Homer’s classic tale of "The Odyssey."

Touchstone Pictures and Universal Pictures in association with Studio Canal present, a Working Title Production, "O Brother, Where Art Thou?" Directed by Joel Coen, the screenplay is written by Ethan Coen & Joel Coen, based upon "The Odyssey" by Homer. Ethan Coen produces the film. Executive producers are Tim Bevan and Eric Fellner. Co-producer is John Cameron. Buena Vista Pictures distributes domestically and Universal Pictures distributes internationally.

With the words of a blind prophet ringing in their ears: "You will find a fortune but not the fortune you seek," three shackled escapees make a hasty run for their lives and buried treasure. They travel down the road on a journey filled with perils, surprises and wondrous events. Along the way, they meet an assortment of curious characters including Tommy Johnson (CHRIS THOMAS KING) a musician on his way to Jackson to sing on the radio, Big Dan Teague (JOHN GOODMAN) an unscrupulous, one-eyed Bible salesman who deceives them, Babyface Nelson (MICHAEL BADALUCCO), the notorious gangster who befriends them in the middle of a robbing spree, Penny Wharvey (HOLLY HUNTER) an important part of Everett’s not so distant past and Governor Pappy O’Daniel (CHARLES DURNING) who is engaged in a re-election campaign.

All the while the trio is trying to stay ahead of the law. Despite all the obstacles, near misses and narrow escapes along the way, they reach Ithaca where Delmar and Pete hope to be rewarded for their perseverance and Everett hopes to be reunited with more than his gold.

* * *

"This project’s been in the works for 3000 years, ever since Homer started yapping about it," says director/screenwriter Joel Coen, tongue firmly planted in cheek. In a more serious vein, he continues, "This interpretation is a very American story, as all our stories are. It’s so specific to a region and a time. But on the other hand, it’s based on a story that’s familiar to everyone."

In describing the universal appeal of the project, executive producer Eric Fellner says, "Yes, their [the Coen brothers] stories are quintessentially American but the quality of their filmmaking, the quality of the acting and the uniqueness of the story they tell all travel well."

In this case, a familiar story, Homer’s epic poem has been infused with decidedly Coen brothers’ twists and set in rural Mississippi in the 1930s. "It is loosely an adaptation of ‘The Odyssey,’" clarifies producer/screenwriter Ethan Coen. "But in terms of why we placed it in the Deep South," he recalls, "early on the issue of music began to inform our thinking about it and that argued for a Southern setting. One other thing that conspired to make it Southern was the early idea of making the characters chain-gang refugees."

"The two things came together at the same time," concurs Joel. "It all coalesced around the idea of doing a relatively contemporary version of ‘The Odyssey’ but in this region with bluegrass music."

Eric Fellner has worked with Joel and Ethan on three of their other projects. "There’s a lot of conversation between us," says Fellner in describing their working relationship, "but ultimately Joel and Ethan have a very clear idea about who they want involved in the movie and how they want the script to be.

"They listen," he continues. "We talk, we compare notes but they finally are the arbiters of taste with their movies."

And in the end this singleness of vision is a very attractive quality. "I think they’re just a fresh and interesting voice from a visual, narrative and dramatic point of view, and I think people are attracted to that. And also, they’re darn funny, " Fellner says.

For George Clooney, who plays the scheming convict Everett, the story has enormous appeal and heart. "It’s a combination of all those things they [the Coens] do really well. They have all the gags and humor of, say, ‘Raising Arizona’ and at the same time it’s different from their other films in terms of heart."

In their matter-of-fact style, the filmmakers seem to agree. As Joel says, "The movie is a comedy. In terms of tone, it does sort of resemble ‘Raising Arizona’ more than it does ‘Fargo’ or ‘Miller’s Crossing.’ There aren’t any bodies in wood chippers or people throwing up blood."

Production began in Mississippi. As is the case with all of their projects, the Coen brothers assembled a cast made up of a combination of first-timers and alumni from their previous films. The caliber of actors involved is attributable directly to Joel and Ethan as far as Fellner is concerned, "because they’re brilliant directors. They create interesting material and they make phenomenal films and actors are attracted to that."

John Turturro, Michael Badalucco, John Goodman, Charles Durning and Holly Hunter had all worked with Joel and Ethan before. For some of them, their return was definitely by design.

"We always do a combination of writing for specific actors and writing not knowing who’s going to play the part," says Joel about their methods when developing characters. "Sometimes mid-way through writing the screenplay it becomes clear who we want for a part so it ends up essentially being written for a specific actor."

"In this instance," adds Ethan, "we wrote for John Goodman—we knew we wanted him to play the sort of the Cyclops equivalent—and the part of Penny for Holly. And we also wrote the Babyface Nelson part for Michael Badalucco."

The casting of Pappy O’Daniel evolved in a slightly different fashion. As Joel explains, "We didn’t write it with Charles Durning in mind, but after finishing it, he was the person we fixed on. Since we’d worked with him before and had such a great time, there wasn’t any question in our mind. We didn’t look around for the Pappy part. We knew we wanted Charles to do it."

The three lead roles of Everett, Pete and Delmar were cast after the screenplay was finished. The choice of George Clooney to play the fast-talking, debonair leading man Ulysses Everett McGill seemed an obvious one to the filmmakers.

"George seems like a natural for this part," explains Joel. "When we started thinking about him in the role and then everything that we discovered about George along the way—meeting him, working with him in the first few weeks—further confirmed that in our minds. I think George also must have seen early on that it was a good fit."

Eric Fellner concurs. "On a creative level, George Clooney in a Coen brothers’ movie is very appealing," he says. "We couldn’t not go with that. But also, he’s a brilliant actor and he’s perfect for the role."

Clooney admits that he jumped at the chance to play Everett without knowing too many details about the character, strictly for the opportunity to work with Joel and Ethan. "The idea of getting a chance to work with guys like this was a thrill," says Clooney. "They sent the script and before I read it, I said yes!

"When I did read it," he continues, "I thought it was a hysterically funny and smart script. I couldn’t believe how lucky I was."

Tim Blake Nelson, who plays the role of Delmar, considers himself equally fortunate and is also completely mystified by the casting process. While he’s acted in plays and films and directed films, this is a first for him. "I’ve never had a role this size in a movie," he explains. "Who would think to give an essentially unknown actor a role this size?"

Tim recalls, about the roundabout offer to play Delmar. "Joel sent me the script without telling me he wanted me to be in it. There was a card that said ‘Can you read this? I’d like your advice.’ I didn’t really know what I’d have to offer Joel and Ethan Coen about one of their scripts, but I was certainly willing to do what they wanted."

"We thought it unlikely he’d be able to do the part because he’d just finished directing a movie and was going into post," explains Joel. "We didn’t know the best way to approach Tim to convince him to do it; which is why we didn’t flat out say, hey here’s the part."

"When Joel finally said ‘we want you to play this role of Delmar," Tim continues, "I was floored."

"We thought he’d put up more resistance than he did," muses Joel.

When it came time to cast Pete, they turned to a familiar face. "We wrote it not really thinking about who would play it," recalls Ethan, "but when we were finished, we figured it would be fun to ask John Turturro to do it."

Turturro has worked with the Coens on three previous films including "Barton Fink" which won him the Cannes Film Festival’s Best Actor award. He found his response to the project very similar to Clooney’s. "With these guys [the Coens]," he says, "I basically would do just about anything. Whether it’s the lead or one scene it doesn’t matter to me.

"I really enjoyed reading this script," Turturro continues. "I thought it would be fun. It’s very funny and imaginative and there are lots of great characters. It’s an intelligent adventure film," he adds.

Contributing to the adventure is the interaction of the three main characters. "John Turturro and Tim Blake Nelson are absolutely fantastic," says producer Fellner. "And when you add in Clooney, the three of them form an inimitable comic unit which is going to be extraordinarily satisfying to watch."

As Clooney sees it, his character Everett is "A fellow who’s not quite as bright as he thinks he is but who’s pretty good at conning people into doing things.

"He’s just trying to get his life back in order," he further explains, "and he’s working a few angles to get there."

According to Tim Blake Nelson, the relationship the three prison mates have is a bond of necessity. "We’re all very friendly with one another," he says, "but Everett’s kind of stuck with us since we’re chained together."

As to the dynamic that holds Everett, Pete and Delmar together, John Turturro says, "There’s always a struggle as to who’s the leader between my character and George’s, and Delmar, well, he just follows whichever character is leading."

Another part of the adventure is the interesting mix of characters the jailbirds meet along the way. One such character is Babyface Nelson played by Michael Badalucco. "He’s a legend, for sure," says Badalucco. "And in the creative minds of the Coen brothers he’s something like you’ve never seen in any of those old gangster movies." Based on a real man from recent history, Badalucco finds his character to be "very appealing." "Just the joie de vivre of the man as written in the script," he explains, "was very attractive."

Tommy Johnson, as played by newcomer Chris Thomas King is also based on a real man, a Delta blues musician. When it came to casting the part, Ethan admits, "That one really had us worried. We knew that the preference was a musician who could also act because we didn’t want to have to fake the music since it’s such an important part of the piece."

"We met a lot of musicians and a lot of actors for that part," adds Joel.

Ethan continues, "We knew realistically at the end of the day we might have to fall back on an actor so we were really pleased when we finally met Chris."

About Chris and his abilities Joel says, "First of all he read the scenes really well even though he hadn’t acted before. He’s a really good musician, a blues musician which was perfect, and he has the right kind of energy and attitude for the part."

Ethan continues, "Chris has not just a great voice but a great voice in a high register. We knew we wanted that specific Skip James song that he ends up singing, which is really high pitched. We lucked out with Chris."

For Chris Thomas King the chance to be in the film bordered on the unbelievable. "To be a part of something like this, I thought it was divine intervention or something. They had a lot of confidence in me to give me the part."

In his first film role, one might expect that King’s biggest challenge was the acting but, in fact, he says it was the music. "I’m a blues musician and I play the part of one here," King explains, "but musicians from the ’30s had a whole different guitar style. So I had to learn to play like them."

Music is not only an important part of the Tommy Johnson character; it’s also a strong element woven throughout the entire script from the chain gang’s chants to the sirens’ song. "Music became a very prominent feature very early on in the writing," explains Joel Coen, "and it just became more so as we went along. There are very few scenes in the movie that don’t have an on-screen musical element to them."

Several such scenes involve the boys performing in disguise as a quartet called The Soggy Bottom Boys, prompting John Turturro to characterize the goings on as a "comic hillbilly musical" at times. For Clooney and Nelson, performing as The Soggy Bottom Boys meant going into the recording studio.

This was a life-long dream come true for Tim Blake Nelson. "I really love that kind of music" he explains, "and spent hours and hours listening to it when I was growing up. This fulfilled some sort of weird childhood fantasy.

"One of the most enjoyable parts of this role," he continues, "has been that I got to sing. I just begged Joel and Ethan to give me the chance to do my own singing. They eventually became convinced and I ended up doing it in the movie."

In describing his own singing abilities, George Clooney says, "I can carry a tune but I’m not a very good singer."

T Bone Burnett, the man responsible for all the music in the film, seems to disagree. "First of all," he says, "he is a very good singer. What happened with George is that style of modal music is very difficult and one almost has to grow up singing it in order to sing it convincingly. George did a really good version of the tune but it wasn’t as good as he wanted."

"In the story," Clooney continues, "this song gets played on the radio so it actually has to be done really well. I ended up having to lip sync to it. I’d never done that before and it’s not an easy thing to do."

As for John Turturro, he didn’t try singing but did do what T Bone describes as "some amazing yodeling lip syncing."

Because the music was to be such an integral part of the movie, T Bone Burnett was involved very early in the process. "He had worked on "The Big Lebowski" with us," says Ethan Coen, "but that was almost all found music, after the fact—not music that he recorded and not music performed live on screen."

T Bone began working on the project soon after the script was completed, finding the musical selections, arrangements and artists necessary to bring to life what Joel and Ethan were envisioning. He characterizes working with Joel and Ethan as a "painless process." "I suppose because they’re brothers, they reach a consensus very easily," he adds, "and they know how to include another person in that process."

About the music selections, Burnett says, "There were a few tunes written into the script. The others grew out of the characters."

"Even though the music in the movie is all traditional from the period and roughly from the region," adds Joel, "we are using a combination of vintage recordings, reproductions of period songs and in one case a song written for the movie."

T Bone went into the recording studio in Nashville with sixty different pieces of music to be recorded including the sirens’ song written for the movie by Gillian Welch and T Bone Burnett and based on an old black lullaby.

Among the musical legends T Bone called on to be part of the soundtrack are Ralph Stanley, Gillian Welch, John Hartford, Alison Krause, Emmylou Harris, the Fairfield Four, and Norman Blake.

"I’d never heard bluegrass music," admits Eric Fellner, "so the whole thing’s been an education to me. But Joel and Ethan always come up with something different in terms of music on their films and this is no exception. I think the work they’ve done with T Bone Burnett in selecting music, choosing artists and recording them will really complement the picture."

* * *

While the music and the lead characters’ circumstances pointed to the Deep South early on, in reality, the movie might have been filmed in any number of places. About the choice of setting, says Holly Hunter who plays Penny and who has known the Coens since 1983, "I always think that Joel and Ethan write from an imaginary place. So the worlds they create are not necessarily based in reality. The South of ‘O Brother, Where Art Thou?’ is not the one I grew up in."

"Mississippi, specifically as a place to shoot, came very late when we were done with the script and we did a scouting trip through a number of southern states from East Texas through Alabama," explains Ethan.

"Joel and Ethan and I wanted to have a very particular look that was classical and memorable," says production designer Dennis Gassner, who has worked with the Coens on three previous projects. A rural timeless quality and a variety of terrains were required to bring the scenes to life—from flat plains to rolling hills to swampy rivers. These were best found in western Mississippi in a 75 mile radius from Jackson.

"I’ve never done so much driving in my life," recalls Gassner. "Some days we must have driven 300 miles getting from location to location to location. It was phenomenal."

Over 20 rural settings and towns were used as shooting locations including such out-of-the-way places as Church Hill, Hazelhurst and D’Lo. The small towns of Canton and Yazoo City were transformed into mythical depression era locales with store fronts and interiors getting complete make-overs. Yazoo City, in fact, played the part of two different towns.

While this locale had what the filmmakers were looking for there was still a huge amount of work for the art department to do. "Each set was manipulated," explains Gassner. "Even to the point where we designed and built rocks to put in the river for the sirens to be on."

In the case of Yazoo City explains Gassner, "we dressed the exterior street. The structure was there but every building was modified. We put almost three months of work into that."

Recreating the recent past on film meant finding everything from wardrobe to dry goods store merchandise to automobiles. "It was hard to find things locally," recalls production designer Gassner. "Our set decorator Nancy Haigh drove from Jackson to New Orleans to Atlanta trying to find all the right pieces and couldn’t find some of the things we wanted.

"We ended up bringing a lot from Los Angeles," continues Gassner, "where the prop houses have materials from the ’20s and ’30s."

Another important element of the visual landscape was the variety of vehicles. For transportation coordinator Don Tardino, whose responsibilities cover all vehicles on and off camera, this meant finding 40 cars from 1917 to 1937. "They’re not museum pieces," says Tardino philosophically, referring to their general state of repair. Many days, in fact, the transportation department could have used a full time mechanic to keep the antiques running. Some of the more prominent cars seen on screen are the Hogwallop car played by a 1921 Model T, Babyface Nelson’s 1933 Ford and the Black Mariah, designed specially for the film and modeled on a 1933 paddy wagon.

Creating just the right environment from a visual standpoint also adds layers that the actors can appreciate and use to their advantage. Says Michael Badalucco about the sets and costumes, "It’s really so rich. When you come down the street and you see the people looking like they’re back in the ’30s, down to little mortgages in their pockets in the bank scene, it really puts you in that environment. It adds so much for an actor to feed off of."

Tim Blake Nelson concurs and adds, about his character Delmar, "In getting into this role, costume and hair have really helped me a lot. Costume designer Mary Zophres gave me this high trouser look."

Zophres had never done a film from this time period before so she admits she did "an extensive amount of research. Because the film has a feeling of reality to it," she explains, "the look of the costumes should too."

There is quite a bit of original clothing from the time period still available and most of the 1,200 extras wore original pieces. But for the lead actors, wardrobe had to be made. "If I had used clothing that was really from the ’20s, after three months of shooting it would have been a mess," explains Zophres. "So we made things so we could have multiples and rotate them.

"Each of them was inspired by original pieces of clothing from the period," continues Zophres. "Then we found the fabric and made them and aged them."

"Everything is specific to what’s in the mind’s eye," concludes Dennis Gassner. "And that’s the fun of doing something with Joel and Ethan. We’re isolating a world—an environment we create for ourselves."

The world created by this talented group of artists and craftsmen is a vast, skewed universe emanating from the highly original script. It’s a very big story," says Holly Hunter. "It’s got big scope. But what are you going to do. It’s based on ‘The Odyssey.’"

Fellow actor Michael Badalucco agrees. "This material," he says, "is so rich and full of life that you can just sink your teeth into it."

"Somehow," concludes Tim Blake Nelson, "Joel and Ethan have managed to plumb certain depths with comedy—and in an incredibly whimsical and unpredictable way."

Following the work in Mississippi, the production re-located to Los Angeles.