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Eileen Atkins, who plays Mrs Croft the cook, was co-creator (with actress Jean Marsh) of the classic British drama series "Upstairs, Downstairs" (1971). The also features Meg Wynn Owen (Lewis), who starred in the series from 1973-1975. Altman originally approached Atkins and Marsh with the concept for a "Ten Little Indians" drawing room mystery which would involve characters both above and below stairs, and asked for them to prepare an outline. The outline was rejected— Altman believed it was too sentimental—but offered Atkins the role as the cook instead.

The idea that Mrs Croft and Mrs Wilson were sisters was introduced 6 and a half weeks into filming, when Altman noted that in costume, they strongly favoured one another. So he had Fellowes (who was on set every day) pen the final scene between them. All of the dialogue after "Don't cry Jane. They'll hear you." was ad-libbed by Atkins and Mirren.

Shooting began March 19 2001 at Shepperton Studios, and the February 2001 press release stated the ensemble cast would include: Jude Law, Kristin Scott Thomas and Emily Watson, as well as Clive Owen, Maggie Smith, Jeremy Northam, Stephen Fry, Joely Richardson, Helen Mirren, Michael Gambon, Richard E. Grant and Charles Dance. However, Richardson and Law dropped out before filming began.

Jude Law was originally cast as Henry Denton.

"[Jude Law] dropped out pretty close to the start of production. Which I think was kind of frightening for them. Because although there are so many esteemed and sort of incredible actors with these amazing careers, Jude was one of the people who was helping them get their financing, obviously. You know, because of his fame, that sort of thing. So I think it was a little frightening for them. But the casting director had liked me in Cruel Intentions and showed it to Altman, and he responded to that. Then they just kind of called me up and said, would you be interested? And I didn't have to audition. I had three lessons with a dialogue coach. Because this was a decision that was made at the very last minute. It was more of a thing of, let's try to have fun with this. Because Jude Law was supposed to play my part, and he was going to do an English accent for the majority of the movie. And then at the end do an American accent. So we wanted to do something along those lines. Otherwise I think the character would not have been pulled off. So Bob decided it should be something Gaelic. And I met with this amazing dialect coach. But what scares me, is when people come up to me and say, your accent is amazing. When it's not supposed to be, I don't think so!"
— Ryan Phillipe, 2002

During group scenes, director Robert Altman had two cameras going at all times, moving about (out of each other's shot, of course). His intention was to prevent the actors from acting to the camera but instead to play the scene more naturalistically. The camera is always moving (if only slightly) in every shot of the film as requested by director Robert Altman.

According to Tom Hollander, he ad-libbed the details of Commander Meredith's scheme.

"I was so excited to be in a Robert Altman film and to be working with one of the all-time greats that I did quite a lot of research. I read stuff about the navy, because my character was a former naval officer, and I read about the major news events of 1932. I also read an Evelyn Waugh novel because it was full of stupid, madcap business schemes, and that came in useful for an improvised dinner party scene when my character starts talking about shoes for Sudanese soldiers. —Tom Hollander, 2002

Jeremy Northam played the piano live on set. However it is his brother Christopher Northam, who is a classically trained pianist, featured on the soundtrack. In real life, not only did Ivor Novello have a pronounced Welsh accent, but his voice broke at age 16 while a chorister at Magdalen College at Oxford and he never sang publicly again. Also, his mother Clara Novello Davies was not simply a teacher, but in fact a world-famous voice teacher whose Welsh Ladies Choir performed at the 1883 Columbia Exhibition in Chicago and at Winsor Castle for Queen Victoria.

Rather than just use a typical boom mike to pick up dialogue, director Altman had all the actors wear portable microphones to assist in creating overlapping dialogue. A technique he first developed during A Wedding and has used several times since.

The jewellery worn by the upstairs ladies in the film was all authentic and had to be escorted in by armed guards each day.

The hunting scene is a direct reference to the infamous hunting scene in Jean Renoir's La Règle du jeu (1939) (The Rules of the Game). Renoir's story is about some aristocrats in a country house, a murder, and the interaction they have with their servants.

None of the actors who played servants wore any make-up below-stairs, except for Emily Watson as Elsie after she'd been dismissed and was in mufti.

In the DVD commentary, director Robert Altman states he included the F-word several times on purpose to get an R-rating because he didn't want kids to see the film—he thinks kids wouldn't like the film so he wanted to keep them out (especially 14-year-old boys).

Altman consulted the writer Ezna Sands in depth on the idea before commencing with the project, having wanted to employ his doctoring skills on the script. Sands simply said it was as close to perfect as it could possibly be.

Kenneth Branagh was first choice for Inspector Thompson but had to decline owing to a scheduling conflict. Inspector Thompson never gets a chance to introduce himself properly.


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