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Based on the acclaimed number-one bestseller, WATER FOR ELEPHANTS presents an epic tale of forbidden love in a magical place filled with adventure, wonder and great danger.

A veterinary student from the wrong side of the tracks, Jacob, meets and falls in love with Marlena, a star performer in a circus of a bygone era. They discover beauty amidst the world of the Big Top, and come together through their compassion for a special elephant. Against all odds – including the wrath of Marlena's charismatic but dangerous husband August – Jacob saves Marlena from an unhappy life and they find lifelong love.

When Sara Gruen's novel Water for Elephants was published in 2006, it became a huge success, spending 12 weeks on the New York Times bestseller list. The book continues to be a huge paperback seller, remaining on the top of the charts. Readers around the world respond to Gruen's characters' joys, loves, redemptions and challenges. "Water for Elephants is about love in all its forms – between men and women, amongst families, and between people and animals,” says Gruen. "It's about the different ways we treat each other; sometimes we do it well, and sometimes not.”

Among the book's legions of fans is Reese Witherspoon. "It's a wonderful story of love, hope, redemption, second chances and finding happiness,” the Oscar®-winning actor notes. "I got so pulled into the world Sara created.” Years later, Witherspoon would take on the role of the book's heroine, Marlena, the star attraction of a fading circus. With Marlena's shimmering eyes and hair, porcelain skin, pink sequins that make her glisten and sparkle, and her ability to connect with animals, she is a beautiful, natural and graceful performer. But Marlena's personal life contrasts strongly with the joy she finds performing. She is trapped in a difficult and complex marriage with the circus ringmaster and owner, August, an imposing and charismatic presence who can charm, seduce, or attack with equal power.

Twilight star Robert Pattinson was another admirer of Gruen's characters and world. "Someone sent me the book, and I immediately connected to it,” he remembers. Pattinson would later agree to portray Jacob Jankowski, who after a personal tragedy, wanders without destination before hopping aboard a random train, which turns out to be the home of The Benzini Bros. Circus. That fateful train ride ultimately takes Jacob to Marlena, and a romance and destiny that neither could have imagined.

Not long after the book's publication, these beloved characters began their journey from the printed page to the big screen. In late-2008, producer Gil Netter (Marley & Me) approached director Francis Lawrence (I Am Legend) about turning Water for Elephants into a film. "I read the book in one sitting,” Lawrence recalls. "It was such a great visceral experience, and the story existed in a very rich and detailed world. I loved the characters and the emotion.”

Lawrence focused on the relationship between Marlena and Jacob, and on recreating the magical world Gruen had detailed in her novel. "The relationship between Marlena and Jacob that we built in the movie is really one of my favorite things,” he explains. "It's a really nice slow burn. I think Jacob falls instantly for Marlena's beauty, magic, strength and confidence. But Marlena is guarded; she doesn't trust many people. Jacob starts to break through that wall and he becomes someone quite unexpected for Marlena in her world. I think she falls for his morality.”

Like the characters he would be bringing to life on the screen, Lawrence was drawn to the world of the Big Top. "I have always been very intrigued by the circus, especially those of the 1920s and ‘30s,” he says. "There was something special about it then – the steam trains, the beautiful canvas tents, the elegant performers and the exotic animals.”

Lawrence and producer Erwin Stoff brought the project to noted screenwriter Richard LaGravenese, an Oscar nominee for his work on The Fisher King, to adapt Gruen's book. They were well aware of the challenges and responsibilities of being entrusted with a beloved story and cast of characters, and of paring down a 400-page book into a workable screenplay. Lawrence explains: "This was my first time working with a screenwriter to adapt a book, and our approach was to try and stay true to its themes, tone and broad strokes. There were some key moments in the book that are important to get into the movie, but part of the fun is interpreting the original material and coming up with new ideas, as well.”

LaGravenese elaborates: "When a book is well-loved, it's important to keep what readers expect, but at the same time you have to understand that, when reading a story, you're seeing and hearing characters in your head, and everyone has their own versions in their own minds. When you see the story played on screen with real people it becomes literal – one version – and there are certain ideas that work in a book that wouldn't work on screen.”

Working under Lawrence's guidance, LaGravenese fine-tuned the screenplay over several drafts. Their key task, says LaGravenese, was "making the three principal characters more active, and re-inventing Marlena's and August's backstories. We wanted every character's reasons to be understood, so that morally, who's right and who's wrong, is a little more complex. No one is 100 percent innocent.”

Reese Witherspoon sparked to this element. "Marlena was an orphan who was working as a seamstress in a dress shop where August discovered her when his circus visited her town,” she explains. "He became infatuated with Marlena, invited her to come along with the circus and became a kind of Svengali, training her as a horseback rider and performer.” Marlena trades her life of poverty for a chance at glamour and stardom – but there would be consequences to that choice. August, too, had no family, and built a life for himself by rebuilding a dying show from the ground up.

Other changes from the book included combining two of Gruen's characters -- Marlena's husband August, who in the novel is the head animal trainer; and Uncle Al, the book's violent, abusive circus owner. "Combining August and Uncle Al made the August character more dangerous, which is always a good thing,” notes LaGravenese. The screenwriter also reworked and enriched how a now-aged Jacob (portrayed by Academy Award® nominee Hal Holbrook) recounts his story of his experiences with the Benzini Bros. Circus and his relationship with longtime love, Marlena.

Gruen was impressed with the adaptation. "I thought the changes [in the screenplay] were brilliant,” she says. "Writing a screenplay is a completely different set of skills than writing a novel. Francis and Richard took something that takes approximately 14 hours to read, and transformed it into something that can be watched in a couple of hours. They certainly did not diminish the story.”

Even before work began on the script, Witherspoon became the first actor to join WATER FOR ELEPHANTS. "Reese was a true creative partner in the early days of putting the project together,” says Lawrence. "She brought so much to the film and to the character of Marlena. Reese is a fantastic actress, beautiful and timeless, loves animals – and is fearless; she'll try anything. Marlena is a bit tough and hardened; she isn't a victim of August or anyone else. Reese, too, can be very strong.”

Unlike Marlena, Jacob had a protected life with loving parents. But on the brink of graduating from Cornell University's veterinary school, Jacob's world is shattered when he learns of his parents' deaths in an a

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