'Miss' opportunity

Renee Zellweger and a phalanx of producers and financiers banded together to bring to the screen children's author Beatrix Potter.

High finance and bedtime stories might not seem like a natural fit, but when the Weinstein Co. opens Chris Noonan's Renee Zellweger starrer "Miss Potter" on Dec. 29, it will mark the end of a remarkable 16-year journey to bring the story of famed children's author Beatrix Potter to the screen -- a trek that has involved financiers as far-flung as Japan, Los Angeles and the United Kingdom.

To get "Potter" made, even with a relatively modest $24 million-plus budget, the film's producers not only had to cobble together sales to various worldwide territories but also persuaded the tiny Isle of Man to put up a remarkable 25% of the budget and enlisted British financing company Grosvenor Park to provide a loan against the 30% of the budget that had not been sold in advance of filming. It was a case of "supergap" financing that is practically unheard of in today's penny-pinching independent film climate.

Screenwriter Richard Maltby says he never would have imagined that getting a modest film made could be so complicated back when he initially conceived of the project during the early 1990s, when he was reading Potter's tales about Peter Rabbit to his young daughter as he tucked her in at night.

Curious to know more about the author, Maltby investigated her background and learned the story of a strong-minded young woman growing up in a repressive environment in Victorian England, as well as the tragic love affair that deeply marked her life. That very-adult story intrigued Maltby and later fascinated the producers who became attached to his screenplay. "(The film) is the story of an oppressed young woman who falls in love, against her family's wishes, and then has to deal with his tragic death," producer David Kirschner says.

Although Kirschner read the script in its earliest incarnation, he had reservations about the project, which at that point was conceived as a musical including animated appearances by some of Potter's most-famous characters. But Maltby's screenplay was optioned by other producers, including Cameron Mackintosh, who had backed Maltby's 1991 Broadway production of "Miss Saigon" and passed the "Potter" script on to British film executive David Aukin. Aukin in turn gave it to the Henson Co., which imagined the movie as a perfect vehicle for its Muppets and began to develop the project for Kermit the Frog and friends -- a movie that never got made.

"They suggested a number of changes that I didn't think were a good idea," Maltby says.

Two to three years later, Maltby bought his script back from Henson -- at which point Kirschner pounced, persuading the writer to keep the animated sequences but drop the songs.

"I called Richard and said: 'I love this project, but I can't do it as a musical. Would you be interested in doing it (as a straight drama)?'" Kirschner says.

Maltby agreed but declined to sign a contract with Kirschner, insisting instead on a handshake deal. The pair then set about developing the material alongside Kirschner's producing partner, Corey Sienega, and securing movie rights to Potter's characters from F. Warne & Co. (though the London-based publisher shrewdly insisted on retaining all licensing and merchandising rights).

As those discussions proceeded, so did talks with various directors. Bruce Beresford signed on, and Kirschner went to great lengths to hook another Aussie, Cate Blanchett, to be his star. Having been propelled to stardom by her Oscar-nominated work in 1998's "Elizabeth," Blanchett was in demand, and Kirschner was determined to woo her.

Looking to illustrate how "Potter" would incorporate animation with live-action sequences in a drama, the producer hired a firm to animate parts of a scene from "Elizabeth" using computer-generated imagery.

"There is a scene when Elizabeth breaks down," Kirschner says. "She is in an attic with a portrait of her father, Henry VIII, and for the first time she cries and is angry. What I did was brought in Peter Rabbit; it was totally incongruous, but we added him with CGI and showed him reacting to her emotions."

When Kirschner presented the reworked scene to Blanchett, he says, "at first, Cate burst into laughter -- and then, apparently, she was very moved by it, and she said yes (to 'Potter')."

With Beresford and Blanchett confirmed, financing seemed assured -- but still Kirschner was unable to raise the necessary money. Beresford eventually moved on to another film and, at Blanchett's suggestion, was replaced by yet another Australian, Noonan, who says he was impressed by Maltby's screenplay. But Noonan began to reconceive the film's CG animation, arguing in favor of traditional hand-drawn work that would seem more in keeping with the period piece.

"My initial thought was, 'Let's go the CGI route,' but the further I took it down that path, the more I realized it was distracting from Beatrix's story," he says. "It isn't the story of her characters; it is the story of an extraordinary woman plunked into a Victorian environment, a modern woman with modern values and modern ambitions."

Kirschner affirms that Noonan's choice was based solely on what would be most appropriate for the film, given that CGI and hand-drawn animation each would cost about 10%-15% of its budget. In the end, the animation -- which at press time was still being completed -- involved a year of work by the British firm hired to do it.

Even with Noonan aboard, though, "Potter" would suffer another blow when Blanchett dropped out unexpectedly. "This upstart young director by the name of Martin Scorsese came in and offered her 'The Aviator,'" Kirschner says with a laugh of that 2004 drama. "She took the chance to play Katharine Hepburn, and my heart was broken."

A decade or more had passed, and "Potter," for all intents and purposes, was dead -- that is, until Kirschner received an out-of-the-blue phone call from David Thwaites, a British producer and executive working for Mike Medavoy and Arnie Messer's production and finance company Phoenix Pictures. "David called me and said: 'I love this and want to do everything I can to make it. Would you want to partner with us? We feel we could pull the financing together,'" Kirschner says.

Kirschner jumped at the chance, especially given former studio chief Medavoy's hefty Hollywood Rolodex and Messer's international financing connections. With Blanchett out, the producers approached Zellweger, who met with Noonan then committed to star and executive-produce. Zellweger in turn helped secure Ewan McGregor, her co-star in 2003's "Down With Love," to play her lover in "Potter."

"Once Renee came aboard, all of us at Phoenix put our shoulder behind it," Medavoy says. "Once we knew who the actress and director were, it moved rather rapidly."

Adds Messer: "When we got into it four years ago, there was no financing. We started talking to some foreign buyers: We got interest in Japan, from Nippon Herald; we got interest from Summit (to handle foreign sales), and then we brought Grosvenor Park into it. We also got the Isle of Man involved, and the U.K. Film Council."

Japan was the film's first real sale; after that, Phoenix sold U.K. and Spanish rights to Momentum. "The way these models work is, you have to have good sales estimates, and then you need two or three actual sales that validate those estimates," Messer says. In the case of "Potter," Nippon Herald and Momentum confirmed to bankers that the sales model used by Phoenix and Summit was accurate.

The Isle of Man invested 25% of "Potter's" budget in exchange for a good part of the film being shot there -- and against a share of its North American rights. The U.K.'s sale-and-leaseback tax credit provided another part of the funding, but Grosvenor Park's participation proved even more critical because that company had the ability to provide a loan against the previously unfunded part of the film: the gap between the 70% covered by presales and the remaining 30%.

"Grosvenor Park is a financial company whose main business is monetizing tax credits and co-productions, but they also have become what is called a supergap lender," Messer says. "Gap is the difference between what sales are made and what they have to lend; most companies will cover a gap of 20%, but there are a few people, like Grosvenor Park, that will lend beyond 20% -- perhaps even 30% or 40% (of a film's budget) if it looks like the prospects are right. They ended up lending 30%."

But even with financing in place, there were other hitches before "Potter" could go into production -- not least when Zellweger backed out of the picture for personal reasons around the time of her short-lived 2005 marriage to music star Kenny Chesney.

"At one point, I wasn't going to be able to do it," Zellweger says. "I thought I was going to take some time for myself."

Kirschner and Phoenix were left scrambling before Zellweger decided that she would, in fact, make the picture.

"It worked out wonderfully," Zellweger says, noting that the pause "gave time for Ewan to finish another project."

Finally, 16 years after Maltby read his daughter those bedtime stories, "Potter" got under way in April with a 47-day shoot in England's Lake District, London and the Isle of Man. Two to three weeks into the shoot, the Weinstein Co. came aboard, beating out several studio specialty divisions to take domestic rights to the film.

The Weinstein brothers enjoyed great success with a similarly themed project in 2004's "Finding Neverland," Marc Forster's best picture Oscar nominee starring Johnny Depp as "Peter Pan" author J.M. Barrie, and Kirschner is optimistic that audiences -- and, potentially, Academy voters -- will find as much to appreciate about his literary drama.

"It's a beautiful and heartbreaking love story," he says. "I think they'll love it, too."