Intolerable Cruelty has been in the works for nearly eight years. "Luckily," says screenwriter/director Joel Coen with regard to the age old subject of the battle of the sexes, "the material is timeless."

"Yes," agrees screenwriter/producer Ethan Coen, "I don't think the eight years made much of a difference."

The initial project had begun life quite separately from the Coens, who found the concept interesting and who gave it their signature once over.

"We originally did it as a writing job for Universal and it languished at the studio for a while," explains Joel about the long delay from page to screen. "Then it came back to us about a year ago and George Clooney expressed some interest in doing it. It was that combination that got us interested in directing it ourselves."

As for the story and the setting, "at face value it's a comedy about lawyers," explains Joel. "Los Angeles and the culture of L.A. and Beverly Hills are a significant part of the idea or the comedy."

"Like a lot of screwball comedies, it's about rich people," continues Ethan, "so not just in terms of photography but in terms of set dressing, wardrobe, every aspect, it's all very high-end."

The fact that it's a star-driven "Hollywood" comedy might be seen as somewhat of a departure for Joel and Ethan, whose previous work includes Palme d'Or-winning Barton Fink, the Academy Award(r)-winning dark comedy Fargo and the Academy Award(r)- nominated O Brother, Where Art Thou?.

But for Oscar(r)-winning producer Brian Grazer, responsible for such comedy hits as Parenthood, The Nutty Professor and Liar Liar, it represented an irresistible opportunity to put a slightly left-of-center spin on the kind of big, star-driven comedy he's done so successfully in the past.

Grazer explains, "Joel and Ethan are the coolest, purest filmmakers in modern movies. Here you have a romantic comedy with these mainstream movie stars. And then you add the Coens' irreverence?and it's their irreverence injected into this romance that makes the whole journey very sexy and very unpredictable."

"It's more of a 'glam' thing than certainly we've ever done before," adds Ethan.

"For us, it's trying something a little bit different but I wouldn't call it unique exactly," adds Joel.

Despite surface appearances, both Catherine Zeta-Jones (who stars as Marylin Rexroth) and Geoffrey Rush (who plays TV producer Donovan Donaly) see it as a film with a distinct Coen brothers' touch.

"There's a dark humor," comments Zeta-Jones. "They're masters of that and I think it's just inherent in their filmmaking and in their writing."

"With each film they make, they invite you to visit another planet," says Rush, "but you kind of know that each planet is in the Coen brothers solar system."

About this latest addition to their solar system, Rush continues, "You know in reading it that it's a fairly brilliantly constructed script, because they take you into the world hard at the beginning?it's laugh-out-loud funny on page two. Not many pieces of writing can do that."

The introduction of Hollywood glamour is not the only departure for Joel and Ethan on this project. Usually known for casting from a stable of returning actors, the circumstances of this script also dictated that the casting process be a bit out of the ordinary.

"In almost every other movie we've ever done, we've had particular actors in mind when we wrote the parts," explains Joel. "Since we didn't write this originally as something we were going to do ourselves, that wasn't the case here."

With the exception of George Clooney, Richard Jenkins and Billy Bob Thornton, the other actors are new to a Coen brothers' production. "That's actually been one of the pleasures of doing the movie," admits Joel. "It's been an opportunity to work with new people."

Including veteran producer Grazer, who comments, "Joel and Ethan are brilliant at so many things, particularly the fine art of casting. It was one of my life goals to get George Clooney in a movie, and I think the chemistry between George and Catherine couldn't be more perfect. And they brought in these other great Oscar(r)-winning performers, Geoffrey Rush and Billy Bob Thornton."

Although it wasn't written for him, the part of Miles Massey seemed a natural for George Clooney. In the traditional romantic comedy style, he walks the line between romantic lead and comedic lead.

"George decided that his character is a descendent of the guy Everett McGill he played in O Brother, Where Art Thou?," says Ethan. "He's kind of glib and taken with himself."

"Everett was all about hair," observes Clooney in comparing the two characters. "Miles?he's all about teeth. So he's always getting his teeth cleaned and checking his teeth?which made me laugh a lot."

Catherine Zeta-Jones was chosen to play Clooney's leading lady, the multi-faceted Marylin. Says Clooney of his co-star, "She is exactly that. She is a leading lady. She's stunning and she just lights up a room."

"He brings a fantastic energy," Zeta-Jones replies about Clooney and his on-screen presence, "a suave attitude that is completely irresistible. And more than anything, I think the chemistry between me and George worked from the beginning."

As for the characters of Miles and Marylin, "They're romantics," observes Clooney, "and they sort of get together because of mutual distrust."

"From the moment these two people meet," adds Zeta-Jones, "they're on different sides of this wall, but there is an anticipation that these people have to get together."

"Each wants to outdo the other, and it lends itself to a wonderful banter that goes on between them," explains Zeta-Jones about the fast-paced comic exchanges of dialogue between their characters. "That's what's attractive in this cat-and-mouse game that goes on with them."

As for her own character of Marylin, the serene beauty who is unlucky in love, Zeta-Jones sees her as somewhat oblivious to the effect she has on the people she comes in contact with, thereby setting the stage for comic mayhem.

"She has no idea how much havoc she creates around her," she explains. "Marylin just goes on day-to-day dealing with business and doesn't realize this hurricane that follows her."

With the lead actor and actress in place, the job of filling in the ensemble of lawyers, friends and adversaries began.

One of Miles' victims in court is Donovan Donaly, a down-on-his-luck TV producer who loses everything to his unfaithful wife in their divorce settlement?more due to Miles' in-court prowess than through any fault of his own.

Originally conceived as English, the character evolved after Australian native Geoffrey Rush was cast in the part. "I said to the guys," recalls Rush, "certainly for American audiences, there is a perception that most famous Australians are leading men?we think of Russell Crowe, Guy Pearce, Heath Ledger. I think we can broaden people's perceptions of who actually comes out of the country if this insect-like, sleazebag daytime television producer is an Aussie. And they said, 'Yeah, that sounds really good.'"

The character of Gus Petch, played by actor-comedian Cedric The Entertainer, figures prominently in the undoing of Marylin?although she hires him first to get the goods on Rex, Miles also hires him to do a little digging into Marylin's past and it unearths a surprise witness in Rexroth v. Rexroth.

"Gus Petch," explains Ethan, "is a private investigator who specializes in matrimonial cases. He basically catches people cheating on their spouses. And somehow, only Cedric could have played it."

"Petch is a little overly serious," says Cedric about his character. "A little ex-military, but never really in the military?more merchant marines or probably a general in the Salvation Army. And he expects people to give him a lot of respect for his job. In the end, Gus becomes a little 'Hollywood' about the whole thing."

Another of the great quirky characters in this tale of marriage and divorce is wealthy mini-mall developer Rex Rexroth, played by veteran film, stage and television actor Edward Herrmann.

"When I first read the script," recalls Herrmann, "I thought it was absolutely loony. Everybody in it is batty and it was just hilarious. So I said, 'There are about five parts I'd love to do, but Rex is terrific.'"

Rex, the rich but not so bright eternal optimist, appeals to Herrmann on several levels, including one obvious one. "He adores trains," says Herrmann, "and I like electric trains. He likes to play with trains and girls wearing engineers' caps?and little else. He's adorable."

"The majority of the work Ed does in this movie is with very scantily clad and very buxom young women," explains Joel. "So he's been having a good time."

Adding to the world of depositions and torts is lawyer Freddy Bender, one of Miles' frequent opponents in court who also represents Marylin in the Rexroth case. About the casting of Richard Jenkins for the part, Ethan says matter-of-factly, "When we need a lawyer, we usually call on Richard Jenkins."

The character of Howard Doyle, played by Billy Bob Thornton, figures prominently in this script filled with twists, turns and surprise double-crosses.

"It's a supporting character but it's kind if an indelible character," remarks Joel. "And we finally cast Billy Bob as regionally true to his roots. He plays a sort of southern character from Texas."

Billy Bob Thornton sees the character of Howard Doyle as "a loud ignorant Texan." He continues, "The character's supposed to be a little bit over the top?but we don't learn why until later."

Relative newcomer Paul Adelstein won the plum role as Miles' associate Wrigley. "There was a great talent scout for Wrigley," recalls Ethan.

"Paul came in and auditioned?he was great. We strung him along for awhile, and then we cast him," smiles Joel.

On hearing the good news, Paul was "over the moon."

"Without overstating it," he explains, "it was always a dream of mine to work with these guys. Their films are always chock full of great characters, which obviously appeals to me as an actor."

Wrigley is one of these great characters. "He completely worships the ground that Miles walks on," says Adelstein about his character. "Everything that he has is a knock-off of something of Miles' ? his watch, his suits, Miles drives a 2002 Porsche, Wrigley drives a 1975 Porsche. He is a cutthroat divorce lawyer, very good at what he does, but he can't help crying hysterically at weddings because he's such a softy on the inside."

The cast also includes Julia Duffy, who plays Sarah Sorkin, a multiple divorcee and Marylin's best friend and confidant; Stacey Travis as Donovan's wife Bonnie; Jack Kyle as Ollie Olerud; Jonathan Hadary as Baron Krauss Von Espy; and Irwin Keyes as the bumbling hit man Wheezy Joe.

This "flat-out comedy" as Joel describes it, takes place in Los Angeles, the Mecca of glitz and glamour. "You can tell this story elsewhere," he explains, "but I think it would be quite different, because the movie is informed by attitudes and a lifestyle which are particular to Los Angeles."

"On this one," recalls production designer Leslie McDonald (who has worked with the Coens previously in the capacity of art director), "they basically wanted it 'normal.' We have a few characters with a few strange fetishes that maybe stretch the limit of 'normal' but really, it's all contemporary Beverly Hills, Los Angeles and then Caesars Palace in Las Vegas."

"The fact that it's modern day is kind of interesting," says Ethan. "As a production experience, it makes it a lot easier to shoot than a period piece. You don't have to create the world from the ground up as we had to in the last couple of films we've done."

The production shot at practical locations in the Los Angeles area, stretching from Encino to Malibu, downtown L.A. and San Marino. The Huntington Library Botanical Gardens served as the site for Marylin and Howard's sumptuous wedding and reception. Silverlake's famed Paramour estate provided the setting for Rex's train room, the health spa and Wrigley's apartment. In addition to the practical locations, four stages at The Lot in Hollywood were utilized, where Miles' office and conference room were created.

"Miles is at the top divorce law firm in town, so we wanted something to reflect that. When you walk in, you can immediately visualize it being on the cover of a magazine," notes the designer.

The main courtroom set, in which the scene involving Marylin's undoing was shot, was also created on a soundstage.

"We needed something grand for all of the floor play that takes place in the scene," explains McDonald. "It takes several days to shoot, so it's quite a big scene. We couldn't really take up a huge courtroom for all that time."

In addition to production designer McDonald, many of the production team are longtime collaborators of the Coens': director of photography Roger Deakins; editor Roderick Jaynes; co-producer John Cameron; costume designer Mary Zophres; and composer Carter Burwell.

"Roger is our closest collaborator in many ways," says Joel of Deakins, who has worked with them since Barton Fink. "He's somebody that we wouldn't consider doing a movie without."

In terms of the look of this production, Deakins says, "We talked about it being more of a conventional-looking, glossy movie. We talked about it being sharp and using colors. This is a much more straightforward movie in many ways than the others we have done. This film is so much about characters and faces. We want to see the actors deliver his rapid-fire dialogue. In that way, it's a straighter comedy than The Man Who Wasn't There or even Fargo."

The idea of a more conventional style was also a consideration for costume designer Mary Zophres. From the start, she took her characters' looksdirectly from the tone and settings inherent in the script.

"I think this movie has a more mainstream look than any of the others I've done for them," says Zophres. "It's very much based in reality, but there are some characters that are definitely a little more heightened than others."

"With George, we agreed that it would make sense for his character to have a very similar silhouette over and over again with just slight variations on the suits," Zophres explains. "With Catherine there was no way we could attach ourselves to any one designer because she had so many different looks during the course of this story."

"It's very chic," explains Catherine Zeta-Jones about the wardrobe for her character Marylin, "with a little bit of over-the-topness every now and again."

"It's interesting in terms of what Mary has done with Catherine's character, because the clothes tell a whole story," remarks Joel. "Not in a way that will really draw too much attention to itself, but they all say something."

"There is an element of drama in everything she wears," says Zophres about the overall look, "but it's not ostentatious in any way. We just kept her in clean, sexy silhouettes with very strong colors."

"Marylin has very good taste in clothes, extremely good taste in interior design?just terrible taste in husbands," Zeta-Jones adds.

While Marylin's look is more complicated, Miles is simple, elegant and understated. "Something that was very clear from the beginning is that George's character Miles is classic," continues Zophres. "We were very much in agreement that he is conservatively dressed but with a great amount of style and taste. But, there are some elements of humor in George's wardrobe."

"And speaking of wardrobe not drawing attention to itself," says Ethan with a smile, "Mary also manages to put George Clooney in a kilt."

While marriage, divorce and the havoc brought about in the process can be rather weighty topics, "it's also a staple of comedy," explains Ethan. "That hard-hearted woman, soft-headed man?and Clooney is definitely the soft-headed man and Catherine's the hard-hearted woman?these are forms that have been handed down to us."

And within that form, says Ed Herrmann, "It's just wonderful what they say about divorce lawyers and the machinery of divorce."

"I hope people will just enjoy it, have fun with it and then go home and look at their marriage," laughs Zeta-Jones. "It doesn't take any stance at all about marriage. But I'm sure that everyone out there will find similarities to somebody they know."

"It's really a love story for anybody and everybody," observes Grazer. "You're dying to see George and Catherine get together, but they really beat the heck out of each other on the way."

"I think it's both pro-marriage and divorce," says Ethan diplomatically.

But whatever it is, if one were to predict the outcome for Miles and Marylin?

"I think there's a happy ending," replies Ethan.