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The Spy Who Broke The Mold
With a unique heroine like Mallory Kane, Soderbergh knew he needed a singularly talented actress to fill the role. Gina Carano, sometimes referred to as the "Face of Women's Mixed Martial Arts," is beautiful, determined and tough as nails. She arrived at her first meeting with Soderbergh sporting a black eye she had earned in battle the previous week. Though she's fearless in a fight, Carano, who counts Soderbergh's previous films Traffic and Erin Brockovich as two of her favorites films, says she was a bit overwhelmed to be meeting with the director.

Starring in a film was not something that Carano ever anticipated doing. "Every kid thinks, if people only knew what I was capable of," she says, "but I've always known that I'm not your typical celebrity. I don't think I look or act like anybody else. I'm slightly awkward. So I always knew that if it was going to happen, somebody was going to have to come find me. And that's exactly what happened."

Soderbergh did his best to put the newcomer at ease. "I can only imagine how weird it must be for a non-actor to have a director ask to meet you and then propose building a movie around you," says Soderbergh. "But she was game for it. I explained that we would be designing the film to capitalize on her strengths, both physically and in terms of performance. I wasn't going to ask her to do things that were out of her range."

The filmmaking experience left Carano with a great deal of respect for the hard work that goes into creating a movie. Even after her grueling experiences as a professional fighter, she found herself exhausted by the process. "I've never experienced such long days," she says. "Not only are you putting yourself out there physically, you're putting yourself out there emotionally. You're surrounded by people constantly and even your body is not your own. You've got hair and make-up, people are picking out your clothing, you're with all the different actors. It was the most overwhelming experience, but I also felt like we were on this adventure together."

Giving her an added boost of confidence was the top caliber cast and crew. "Steven surrounded me with the best people from beginning to end," she says. "He walked me through every step of the way. He gave me the opportunity of a lifetime."

According to Jacobs, selecting the remaining cast for Haywire revolved around finding A-list actors to support the young star. "Steven and I promised the studio we would surround Gina with great actors," he says. "Both Ewan McGregor and Michael Fassbender signed on early in the process. Then Michael Douglas, Antonio Banderas and Channing Tatum became available. Not only are they all great actors, they are extremely nice men. Each has given his character real substance. And each one welcomed Gina and gave her incredible support and confidence."

The first scenes Carano filmed were set in Dublin, where Mallory begins to suspect she is being set up. Irish actor Michael Fassbender plays Paul, the charming but duplicitous operative paired with Mallory for what appears to be a routine assignment. "Michael Fassbender is not only a handsome, charming man and a tremendous actor," says Jacobs "He is also able to hold his own in a fight scene with Gina."

"That we filmed those scenes first turned out to be a lucky circumstance," says Soderbergh. "Michael was extremely helpful to Gina, putting in a lot of time working with her away from the set, going through the scenes and lines. It made her feel very comfortable."

Carano admits she was so inexperienced that Fassbender had to teach her to run lines with another actor. "I'd never done that before," she says. "Michael took me under his wing. He was really giving with his time. When we got to the fight sequence, it was great because that is my comfort zone. I was able to be physical and shine. It felt like an exchange of expertise."

Fassbender says he signed on to the film for two reasons. "What I liked about the script was the intrigue. There are many things not said. It is an old-school espionage film, like the spy thrillers that I remember from my childhood. And I was excited to be working with Steven Soderbergh. He has an air of confidence that relaxes everyone on set. The speed with which Steven works is fantastic. It lends itself to experimentation, which gave the filming a very fluid feel. We were able to discover scenes as we went. It happened very organically. I discovered bits and pieces of Paul every day."

The actor was also fascinated with the idea of plunging a non-professional into the world of acting. "Gina was willing to jump in headfirst," he says. "With her fight training, she wanted to get things right. But she's also very good at just sitting and listening to notes, taking everything in and then applying it. It's been impressive to watch her work. She has a unique energy as well, which I think shines through."

The idea of performing a brutal, hand-to-hand fight scene with a woman left Fassbender nonplussed. "But it was just a matter of accepting it," he says. "Going in I had no problem knowing that she was going to kick my arse all over the place."

The scene is one of Carano's favorites. "We were smashing each other into everything possible," she says. "Vases were getting smashed over heads, we were tumbling over couches, I got slammed into a flat-screen and then there's the triangle choke at the end!"

Ewan McGregor plays Mallory's boss and erstwhile lover, Kenneth. Jacobs and Soderbergh consider snagging McGregor a casting coup. "To have an actor of his caliber play the bad guy and Mallory's foil was exciting," says Jacobs. "Ewan brought so much depth to the role."

Working with Soderbergh was a long-held ambition for the actor. The quality of the script was icing on the cake. "It was a total page-turner," McGregor says. "The action was vivid and well written, and the plot quite complex. This is a story where everyone is playing his own game, perhaps Kenneth especially. You're allowed bits of information here and there that unlock scenes as you go along. And the characters are not movie characters; they're very real."

McGregor experienced Soderbergh's legendary speed behind the camera the minute he arrived on set. "You really don't believe it until you get there," says the actor. "My first scene was in Spain, where Gina and I did a walk and talk down some stairs and reveal this beautiful cityscape behind us. Steven did it in one shot. There was an air traffic control strike in France at the time, so it took me 22 hours to get from Los Angeles to Spain. I shot for maybe an hour and a half, and then it took me about 22 hours to get home.

"But there are no rules about what makes a director great," adds McGregor. "Steven is a quiet director, but he'll absolutely guide you in the right direction when you need it. He's meticulous and serious on the set, very concentrated, like a surgeon, ticking off shots. But when you get back to the hotel and hang out with him, he's chatty and amiable."

McGregor has high praise for his co-stars. "I was very lucky to have some wonderful scenes with Bill Paxton and Channing Tatum as well as with Michael Douglas and Antonio Banderas. It's always exciting, but frankly, it was quite nerve-wracking, to sit down and start shooting a scene with those two giants."

Channing Tatum plays Aaron, who begins the film as a member of Mallory's Barcelona team, and her casual lover, and later becomes her opponent. The G.I. Joe star found the premise of an ass-kicking heroine appealing. "I was told that Steven Soderbergh was doing an action movie, and I said I'm in

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