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For the wildly different and very colorful roles in "Cradle Will Rock," a very memorable group was assembled. The film required an ensemble of more than twenty principal characters, each very distinct. However, due to the very closely overlapping nature of the piece, the group still needed a kind of collective chemistry. Furthermore, most characters had to be somewhat historically authentic.

In theory, casting was a formidable task. But Tim Robbins has demonstrated great instinct and skill in populating all his films with outstanding actors who seem singularly destined to inhabit their roles.

"Tim is always open to unusual ideas for casting, and that makes his films so interesting, since the final decision is ultimately his, and he finds casting one of the most challenging and critical aspects of his films," says casting director Doug Aibel, who collaborated with Robbins on "Dead Man Walking" and "Bob Roberts."

"One of the great challenges was balancing the historical authenticity to Tim's vision of the film," says Aibel. "Orson Welles, Marc Blitzstein, and Hallie Flanagan are all very important in the film and are historical characters, so we had to remain true to them. You need to find the poetic truth of the real person without taking away from the actor's art." Robbins and Aibel put together a cast of great character actors, many of whom had theater and/or music backgrounds of their own.

Vanessa Redgrave (Countess La Grange) was one of the first actors to become involved with the film in its infancy, participating in a reading of an earlier incarnation of the script: "Sitting around a table with this extraordinary group of actors who were assembled there, I knew that it was something that I would be very thrilled to do if Tim ever got the financing to do the film, and if he did decide he wanted me to play in it," says the Academy Award-winning Redgrave.

For Redgrave, and many of the others, another primary attraction to the project was the prospect of working with Robbins as a director. "The way he works with all of the actors in one extent or another, really working to get the acting right and the cinematography right which are two separate but totally connected things ... it's like rain after a long drought."

Many of the stellar group had worked with Robbins before, as actors, and their relationship, coupled with a truly appetizing script, led them to sign on very quickly. The independent spirit behind the big studio project also appealed to the prominent actors, many of whom often balance their workload with offbeat projects.

John Cusack (Rockefeller) had worked with Robbins in the early part of both of their acting careers, and has had a professional relationship with him for years. The film was an enticing prospect for him: "It's a comedy and it's got a great sense of whimsy to it, and the period is certainly fun," says Cusack. "You don't usually find those in studio films."

He adds, "Tim's a fun guy to work with ... I like working with people who like to have a good time and work hard." Taking on the role of one of the world's most famous tycoons was also fascinatingly complex. Says Cusack, "They say behind every great fortune is the shadow of a lie."

John Cusack's sister Joan Cusack, a celebrated comedic and dramatic actress, seemed perfect for the role of Huffman, a woman whose utter lack of a sense of humor makes her often very amusing. Cusack had recently completed a role as Robbins wife in the dark thriller "Arlington Road" before re-teaming with him for "Cradle Will Rock." She, too, had a long term friendship with Robbins, and looked forward to being part of a film that dealt with, in her words, &quo

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