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The originality of Solanas' concept and script also proved to be a great asset in attracting acting talent to the project. In casting the roles of Adam and Eden -- the lovers kept apart by dual gravity as well as ruthless interplanetary border guards -- the filmmakers turned to Jim Sturgess and Kirsten Dunst.

"They work very well together," says Solanas. "They are beautiful on the screen."

Soumache says Dunst had just the right balance of characteristics for the role of Eden. "She had to be not just pretty, but also clever and with a poetry of fragility," the producer says. "Juan loves this kind of character who can be a hero and have this in-between personality. And Kirsten, she's both together."

For her part, Dunst says she was immediately drawn to the simplicity and lyricism of the story. And she was blown away by Solanas' talent as a director after seeing The Man Without a Head.

Dunst's character, Eden, is forced to live in the moment because of amnesia resulting from a fall, she explains. "There's a sadness to her because of that. She definitely feels like a fish out of water, which is why she's so unique and special in a way, and why these two end up changing the course of history together."

An odd footnote: Due to a quirk of dual gravity, Dunst's character at one point kisses her boyfriend upside down -- just as, in the role of Mary Jane Watson, she kissed Tobey Maguire's Peter Parker in Spider-Man.) "I never thought in my career I'd do it twice," she quips.

For the role of Adam, Soumache says Sturgess personified the perfect balance of heroic strength and fragility.

"He's exactly what Juan wanted," the producer says. "He's romantic, he has some poetry in his eyes and there's something naïve about him."

Sturgess says he was deeply intrigued by the script: "Instantly, I was taken aback by how bizarre the whole thing was. I knew that it was an exciting idea, but I really didn't know how it was going to play out. I really wanted to do a kind of special-effects movie, so when this came along, for me it was the perfect choice."

His meeting with Solanas -- which started at a London hotel and migrated to a nearby pub -- was the clincher.

"The minute I met Juan I knew I wanted to do it," Sturgess says. "He just leapt out of his seat and gave me this huge bear hug. He was just so excited about the project, and I could tell that it was a work of passion for him."

And Sturgess says he couldn't have asked for a better co-star than Dunst. "She's an amazing actress and a lot of fun. We were strapped up on these wires together for hours and hours at a time, so you needed to really get on with that person. Luckily, we became very good friends."

That friendship shows up on the screen, according to Dunst. "I think we have good chemistry probably because I really do care for him. I feel like we fell pretty easily into it with each other. And we're very much on the same page, rehearsal-wise, changing things to make it better always."

Bringing a little comic relief to the love story is the character of Bob Baruchowitz, a TransWorld employee from Up Top who befriends Adam and helps him in his quest to reunite with Eden. The filmmakers wanted an actor who could bring the right blend of quirkiness and empathy to the role, and they found it in veteran British comedic thespian Timothy Spall (the Harry Potter franchise, Sweeney Todd: The Demon Barber of Fleet Street).

"Tim brought a rich depth to this complex character," Soumache says. "He has that eccentric English quality and he has warmth. He fully understood the role and he is a great actor."

Spall says he was contemplating various other projects when he read Solanas' script. "Within the first 10 pages, it was completely obvious it was the most original of all the scripts I was reading and one of the most original scripts I've ever read," he recalls. "It's not based on a book or a television show or a ride or something else that already exists. It is a completely unique idea in itself. I read it very, very quickly in one sitting and absolutely loved it."

Spall describes his character as a corporate man: "But he's had enough of it -- he doesn't particularly toe the party line. And eventually he gets the sack, having assured Adam that he's probably going to fly under the radar."

The actors have nothing but praise for their director -- even though Solanas, who was born in Buenos Aires and later lived in Paris, isn't quite as comfortable speaking English as he is Spanish and French.

"His spirit is so great!" says Dunst. "He has that childlike quality about him that really attracts you right away. You could step out on set and be in a bad mood or whatever, and Juan would make you happy. It must be the Argentinean in him or something."

Sturgess concurs: "By his own admission, he's a complete extremist. It's been a tough shoot -- very technical -- and I know for him, too, it's been a lot of hard work and constantly having to think. But I don't think I would have got through it if it wasn't him at the reins. He is so much fun to be around."

Sturgess adds that there were also benefits to working with the writer-director who originated the story: "It's his world, it's his imagination and whatever is going on in his head is what we're trying to make. So if there's any question, he knows the answer."

The cast and crew witnessed how intimately Solanas was connected to the material when the time came to shoot the mountaintop meeting between Adam and Eden. Sturgess recalls: "We came into work one day and he said, 'You know, Jim, I'm feeling really emotional today because we're shooting the scene that is the dream I had which inspired this whole movie.' It was amazing to see."

Despite the passion Solanas and his actors felt for the project, Upside Down proved to be a very physically demanding production for almost all concerned.

"It's funny -- when I read the script, it just looked like a whole lot of fun, and of course you don't really consider the work you have to put in to make that fun come off the screen," recalls Sturgess. "So what I thought was going to be a really exciting, all smiles and just a good time has been actually one of the hardest films I've had to make."

Yet it was also exhilarating, Sturgess says. In addition to the wire work, which at times proved exhausting, the actor says at one point he had to jump into a pool when it was snowing outside.

"It was freezing cold," he recalls. "I'm standing there, drenched, in a suit. I was standing on top of a 10-meter diving board, jumping in this water. But then I realized how much fun I was having because then I was thinking, 'Well, I wouldn't want to be anywhere else right now.'"

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