"Marty and Emmanuel Lubezki, the cinematographer, wanted a warm, romantic, emotional atmosphere in all the sets but especially for the penthouse, because it's the emotion in the story that counts more than anything. So we used here what you call colonial colors, a subdued palette, old-fashioned grays, blues, tans. William Parrish and Joe BlackWe painted the walls and then we waxed them so the colors would resonate on film. We didn't want it to be gloomy. After all, Parrish is in a form of hell–purgatory–when Joe appears. He knows what's happening even if no one else does. The atmosphere must remain bright, rich, warm and comforting."

Brest filmed scenes in every room of the magnificent set: in Parrish's imposing two-story wood and glass-paneled library, in the elegantly appointed living room, in the upstairs hallways and bedroom, and in the salon.

Parrish and Joe Black interrupt dinner.The centerpiece of filming, however, were the three semi-formal family dinners, the first of which is stopped in its tracks when Joe Black appears. Brest directed the dinner scene over a period of days, eliciting the ensemble nuances of a family who have known each other all their lives–and the sudden shock of having a mysterious stranger thrust into their midst. This startling appearance gives the sequence a suspenseful edge and Brad Pitt used the cast’s myriad reactions–confusion, discomfort, bemusement, and surprise–as a way of getting to the truth of the situation.

Brad Pitt and Martin Brest"I'm playing someone who represents Death," the actor says. "But how do you play such a character? You can't do research. So you're thrown back onto your resources. You watch everyone else and play off their feelings. The fact that we were such a tight-knit group worked to my advantage. Everyone gave me something great to play off."

Claire Forlani was also pleased at the sense of ensemble that Brest and her co-stars generated on the set.

"At first I was thrilled when I got the role, then I was terrified. It's intimidating playing opposite Brad and Anthony Hopkins," Forlani says. "Brad's a big film star and has so much experience, and Tony, you know, he's more than just an actor's actor. He's a great star who's played so many great roles that I felt out of my depth. I mean, I have so much to learn."

But Hopkins found the youth of his co-stars attractive and inspiring.

"It's just great working with these younger actors. I just love it. I've worked with Brad before on Legends of the Fall, and we get on very well. He has a great sense of humor, he's lighthearted and I like working with him. Allison, Susan, and DrewI'm sure he takes it all seriously, but he's very friendly, very generous, so it makes doing the scene a pleasure.

"And Claire and Marcia, they're so fresh and talented, anyone would be thrilled having them as daughters. And Jake and Jeffrey began to feel like people from my real life. It's a wonderful cast, not a big cast, really a very small one, and that's special in a big commercial movie. Usually there are so many actors swarming around. Here it was just us six. And Marty. Quite marvelous, really."

Marcia Gay Harden also enjoyed the company of her fellow actors. "When Joe Black is brought into the house you can imagine that strange things start happening, but Brad approached the part with a lovely, odd naiveté that was so wonderful to watch. I was so excited by his little movements. Everything he did was unexpected and original.

"What was difficult for me was the situation of my character, the older daughter who's been fighting all her life for her father's attention and love, seeing that most of it goes to her younger sister. Quince and AllisonIt's difficult to play because you have to get in touch with painful feelings in your own life that aren't always pleasant to experience.

"The saving grace was Jeffrey Tambor's character, Quince, my husband in the film. We had chemistry, ka-bang, from the first. He's a wonderful, spicy kind of actor, it's like acting with a giant brilliant Teddy bear. He helped me express some of the family nuances that are written so beautifully in the script."

Following Brooklyn, the unit moved to Warwick Neck, Rhode Island, on Narragansett Bay halfway between Providence and Newport, to shoot the film's opening and its climactic sequence, Bill Parrish's 65th birthday celebration on the grounds of his country estate.

Brest and Ferretti searched far and wide before settling on the Aldrich Mansion, a 75-acre estate, to serve as the Parrish country manor. The mansion was the former home of U. S. Senator Nelson W. Aldrich. Commissioned in 1896, it took a collection of European artisans sixteen years to construct, replete with Italian marble fireplaces, sphinx sculptures and a grand entrance staircase. In 1939, Aldrich's widow bequeathed the mansion and its grounds to the Roman Catholic Diocese of Providence, and since then it has served as a seminary and home to Catholic high school students.

The mansion's main attraction to the filmmakers was its grounds, especially a rolling lawn that sweeps down to the sea and provides beautiful views of the water, a prime requisite for the story.

"The mansion is a superb example of the French pavilion style and resembles the Duke and Duchess of Windsor's home in Paris. It also contains elements of Versailles. But it was its situation by the sea and the rolling lawn that clinched it for us," Ferretti says. "It made a suitable backyard for one of the richest men in the world and a perfect place for his daughter to throw the party of a lifetime."