Charles, who is well known as an Emmy Award winning writer and producer on two of modern television's most successful comedies, "Seinfeld" and "Mad About You", has also directed multiple episodes of Larry David's award-winning HBO series, "Curb Your Enthusiasm".

"For me, the movie has three fundamental themes," says Charles. "First, it is Bob Dylan on the road not taken--what might the world be like without the transforming influence of our cultural icons? Second, it is about the social masks and armors we all wear to remain hidden and protected from one another. In this story, each of the characters are brought to the brink and have no choice but to rip off the mask and reveal their true nature. And thirdly, the film explores the role that destiny, fate and random circumstance play in our lives. The film is an experimentation and exploration of the phenomenon of language itself."

The film is the premiere project of producer Nigel Sinclair and his long-time partner, Guy East, who executive produced the film for Spitfire Pictures.

"We are very proud that Spitfire is producing this film," says Sinclair, "Everything came together at the Cannes Film Festival when we talked to David Thompson, President of BBC Films, about the project. David has a great eye for material and came on board as an executive producer, bringing the BBC in as a co-production partner.

"What attracted me to the script," continues Sinclair, "was both the great writing and the sense that a lot of post-20th century human issues were being explored by these characters. Though everyone will take their own impressions away from the film, for me the message of the script is that in the end, the artist and the work of the artist is the only meaningful or enduring thing."

The opportunity to work with Dylan, who would be making his first screen appearance in fifteen years, compelled an astounding list of established performers to make themselves available for everything from lead and supporting roles to one-scene cameo appearances. As the ensemble grew and interest in the project increased, a creative conceit also turned Dylan's band--Larry Campbell (rhythm guitar), Tony Garnier (bass), George Recile (drums) and Charlie Sexton (lead guitar)--into the Jack Fate Cover Band, weaving them seamlessly into the action.

Driving Jack Fate's story is Uncle Sweetheart, played by John Goodman, who says, in describing his character, "This guy probably reminds me most of Don King. He opens his mouth and stream of consciousness poetry just pops out. The script is highly stylized, almost like a classical piece in the sense that you bring your own interpretation to it. I think the role is also full of the portent of the dangers of American capitalism and hucksterism. Uncle Sweetheart is a show, even if he's hanging by a thread."

Goodman and Jessica Lange, who plays TV producer Nina Veronica, were delighted to be reunited for the fourth time on MASKED AND ANONYMOUS, having worked together previously on SWEET DREAMS, EVERYBODY'S ALL AMERICAN and A SCREETCAR NAMED DESIRE. In discussing her character, Lange comments, "When you hear people talk about the last surviving species--that's how I tried to approach Nina. She's a sort of wild child--existing amidst the last gasps of the society.

"In terms of the language of the script," she continues, "like all good writing, it is musical, it has a rhythm. If you do Tennessee Williams or Eugene O'Neil, they have a certain music to them, a rhythm that is absolutely specific to that writer. And this script has a musical rhythm, which is great because it gives you another dimension to work with as an actor."

Jeff Bridges and Penelope Cruz brought the relationship of journalist Tom Friend and his girlfriend, Pagan Lace, to the mix--a union that was equally reflective of the turmoil of the times. Cruz describes Pagan's attempts to protect Tom: "She has created her own superstition and she feels that by doing these rituals and praying in her own way that she can protect herself and the people that she loves...She has a fear that if she stopped doing it, something bad might happen to someone."

Rounding out the principal cast was Luke Wilson, who had been the first to sign on to the project. "I think Jack Fate really likes Bobby Cupid," he says. "He's kind of like a street dog that's been kicked around and doesn't really have a home. All he needs is somebody to give him direction."

In summarizing the experience of working with director Charles, Jeff Bridges echoed the sentiments of the entire cast, commenting, "Larry is a wonderful director and he's brought tremendous expertise to this film." As Luke Wilson put it, "I think a great director has to be able to gracefully sift through other people's ideas and know what's good and what will work. Larry does a really good job of listening and making people comfortable enough--both actors and crew--to come to him with ideas."

Charles adds, "We had such a high level of talent and so many different acting styles that I had to trust my instincts--probably the one thing Bob most inspired in me--and focus on what each person needed from me while aiming for the most spontaneous performances I could get."

After extensive experimental camera tests, Charles and cinematographer Rogier Stoffers (ENOUGH, QUILLS) had decided to shoot the movie in high definition video and the 24P digital format. This approach offered the greatest possible flexibility and scope in setting the emotional tone and achieving the look they desired. The ability to do a great deal of multiple and hand-held camera work, also encouraged the improvisational, almost documentary feel of much of the action.

"Rogier was brilliant," says Charles. "These cameras can shoot amazingly beautiful pictures if you light properly and Rogier was like Rembrandt in his attention to detail!"

The production came together overnight, in the early summer of 2002, to take advantage of a window in Dylan's touring schedule. Director Larry Charles, producers Nigel Sinclair of Spitfire Pictures and Jeff Rosen of Dylan's Grey Water Park Productions, along with executive producer Marie Cantin, gathered an experienced behind-the-scenes team, who were able to prep the feature in about a quarter of the standard pre-production time required for a project of this magnitude.

"Larry was very specific about the aesthetics of the mood, the shooting style and methodology," says Cantin. "We had devised a shooting strategy to accommodate the restrictions of our time and budget, but he also wanted to work this way in order to create a feeling of spontaneity--the sense that you are watching things unfold in real time."

"I wanted people with strong points of view," says Charles. "I told them not to worry about offending or disagreeing with me and not to censor themselves. I wanted them to have as invigorating an experience as the actors."

Production designer Bob Ziembicki (THE WEDDING PLANNER, BOOGIE NIGHTS), who had worked with Cantin on THE WATERDANCE, agreed to step in, along with his team--art director Kristan Andrews (RAY AND JAKE, EVEN STEVENS) and set decorator Bob Kensinger (AUSTIN POWERS, SWEET NOVEMBER)--and accomplish the impossible in time to start shooting. "The good news was that Larry was very articulate about his vision of this third world alternate reality universe we were creating," says Ziembicki. "It was the notion of a spent world, in which the old order has crumbled; a world in which previously used objects and materials were valuable because there wasn't much of anything left."

A good illustration of this methodology is when Jack Fate visits the grave of his mother. Ziembicki based his striking design on cemeteries he'd seen in Ensenada and Hong Kong. In creating each of the highly individual gravesites, the art department used everything from ordinary household objects, to family photographs and broken statuary, with every object showing natural age and wear and everything a bit off-balance and slightly askew--like the world that surrounds it.

As for the choice of the hundred-year old Casa del Mexicano in East LA as the site for the presidential palace, Ziembicki said, "This is a wonderfully theatrical location, which has definitely seen better days. It played a part in establishing the third world banana republic backdrop for our President, whose formal portrait is a recurring presence throughout the film."

In addition to working with practical locations, Ziembicki had to create several key set pieces, including the newspaper office for the scene between Tom Friend and his editor (Bruce Dern). According to Ziembicki, "Larry's original idea was to create a bunker mentality--the last of the free press, hunkered down in this huge space where vacant cubicles are shrouded in plastic to suggest that this is the last vestige of a once bustling newsroom."

The majority of the story unfolds on the network soundstage, where Jack Fate and the band are rehearsing for the concert. Once again, director Charles had a very clear vision.

"He had the notion of a bazaar out of the 1960's with a lot of international influences--Mexican, South American, Asian and Arabic--which are visible in the design of the tents and caravans as well as the food and crafts people are selling. Once again, this is a world in which people don't have many possessions and we worked with that limitation in our approach to the design and set dressing," says Ziembicki.

Costume designer Abigail Murray (IMPOSTER, SCREAM 3) faced similar challenges in terms of limited prep time and resources. "When I first met with Larry Charles, he asked me how I envisioned the script. I told him it was Coney Island meets Mexico City meets Fellini! Fortunately, Larry is very visual; I could throw a word or a concept or a picture at him and he'd take it and run. For example, because of the way the story flows, we decided certain characters wouldn't change wardrobe--why break up the image of them moving through this stream of consciousness dialogue?"

Murray continues, "Uncle Sweetheart's beat up old blue tuxedo and Bobby Cupid's snakeskin jacket are a good illustration of this--their look never changes. Luke had a very specific idea for his character, based on Dylan's Rolling Thunder period, whereas Tom Friend comes from an image of Dylan in the 1960's--the European style black leather jacket cut like a suit with a white-collared button down shirt. For Tom Friend, who is stuck in the past, the palette is black and white, just like his perspective on life. For Pagan Lace, I put together lots of photos for Penelope of third world refugees and immigrants, wearing or carrying everything they own on their back. She really responded to that look, particularly the little Bolivian derby hat, in her creation of Pagan."

Murray considers Lange's character, Nina Veronica, the exception, "because she lives in this crazy chaotic environment in her trailer in the middle of the soundstage. So she had lots of armors, as we called her outfits, to impress people and protect herself. We wanted a strong, linear designer, which is why I suggested Thierry Mugler, whose clothes are for a very strong, sensual woman. She loved that look for Nina and Mugler is primarily what she's wearing."

Of course, the central character is Jack Fate. Initially, Charles and Murray approached him as an almost mythical character, whose clothes wouldn't be dirty or tattered, to standout from the rest of this alternate world. But ultimately, Dylan wanted him to become a cohesive part of the world and, more importantly, he wanted a different look for the various songs Jack Fate performs. Murray showed him a picture in a book of a country singer from the 1940's and he loved the suit, so she tracked down a gentleman who had made the original and he agreed to make one for Dylan in under a week.

MASKED AND ANONYMOUS was a unique production experience in another sense because it lifted the veil for a moment between the two parallel creative worlds of motion pictures and music. While the final scenes of the movie were being shot, Dylan's road crew and concert engineers set up on the stage. Meanwhile, a team from Westwood One parked a trailer outside the soundstage containing a 48-track recording and mixing studio, preparing to record the live performance for the film. For the actors and crew--many of whom had seen Dylan in concert--it was surreal to be present on the soundstage for the two and a half days Dylan and his band rehearsed and performed--in an extraordinarily intimate setting--the music that would appear in the film. In fact, a number of actors who had completed filming, came back to watch the band perform--including Jessica Lange, Luke Wilson, Ed Harris, Val Kilmer, Steven Bauer, Robert Wisdom and Tracey Walter.

MASKED AND ANONYMOUS was filmed entirely in Los Angeles, during the summer of 2002, on locations, ranging from the Scottish Rite Temple on Wilshire Boulevard to the one hundred year old Casa del Mexicano in Boyle Heights, which stood in for the presidential residence. First Street Billiards in East LA--right next door to Father Gregory Boyle's Homeboy Industries--was the location for the reunion between Uncle Sweetheart and Jack Fate and the first time Fate tales the stage with his cover band. The network soundstage scenes and the music performances in the bar and on the concert stage were filmed at Ray-Art Studios in Canoga Park.