"This project's been in the works for 3000 years, ever since Homer started yapping about it," says director/ screenwriter Joel Coen, tongue firmly planted in cheek. In a more serious vein, he continues, "This interpretation is a very American story, as all our stories are. It's so specific to a region and a time. But on the other hand, it's based on a story that's familiar to everyone."

"Their [the Coen brothers] stories are quintessentially American but the quality of their filmmaking, the quality of the acting and the uniqueness of the story they tell all travel well", says executive producer Eric Fellner.

A familiar story, Homer's epic poem has been infused with decidedly Coen brothers' twists and set in rural Mississippi in the 1930s. "It is loosely an adaptation of "The Odyssey,"" clarifies producer/ screenwriter Ethan Coen. "But in terms of why we placed it in the Deep South," he recalls, "early on the issue of music began to inform our thinking about it and that argued for a Southern setting. One other thing that conspired to make it Southern was the early idea of making the characters chain-gang refugees."

"The two things came together at the same time," concurs Joel. "It all coalesced around the idea of doing a relatively contemporary version of "The Odyssey" but in this region with bluegrass music."

Eric Fellner has worked with Joel and Ethan on three of their other projects. "There's a lot of conversation between us," says Fellner in describing their working relationship "but ultimately Joel and Ethan have a very clear idea about who they want involved in the movie and how they want the script to be."

"They listen," he continues. "We talk, we compare notes but they finally are the arbiters of taste with their movies."

And in the end this singleness of vision is a very attractive quality. "I think they're a fresh and interesting voice from a visual, narrative and dramatic point of view, and I think people are attracted to that. And also they're damn funny," Fellner says.

We always do a combination of writing for specific actors and writing not knowing who's going to play the part," says Joel about their methods when developing characters. "Sometimes mid-way through writing the screenplay it becomes clear who we want for a part so it ends up essentially being written for a specific actor."

"In this instance," adds Ethan; "we wrote for John Goodman - we knew we wanted him to play the sort of Cyclops equivalent - and the part of Penny for Holly. And we also wrote the Baby face Nelson part for Michael Badalucco."

The casting of Pappy O'Daniel evolved in a slightly different fashion. As Joel explains, "We didn't write it with Charles Durning in mind, but after finishing it, he was the person we fixed on. Since we'd worked with him before and had such a great time, there wasn't any question in our mind. We didn't look around for the Pappy part. We knew we wanted Charles to do it."

The choice of George Clooney to play the fast-talking, debonair leading man, Ulysses Everett McGill, seemed an obvious one to the filmmakers.

"George seems like a natural for this part," explains Joel.

Clooney admits that he jumped at the chance to play Everett without knowing too many details about the character, strictly for the opportunity to work with Joel and Ethan. "The idea of getting a chance to work with guys like this was a thrill," says Clooney. "They sent the script and before I read it, I said yes!" "When I did read it," he continues, "I thought it was a hysterically funny and smart script. I couldn't believe how lucky I was."