ParamountPictures is stepping in to replace DreamWorks as the domestic distributor onRobert Towne's Ask The Dust which is being financed with German media fund VIP andLondon's Capitol Films. Colin Farrell and Salma Hayek are scheduled to star.

Paramount is infinal negotiations to board the film which is being produced by Tom Cruise andPaula Wagner's Paramount-based C/W Productions and Jonas McCord (TheCompany, Eulogy).

The movie marks a return to directing for theOscar-winning screenwriter Towne who has also written the screenplay based onJohn Fante's novel about an Italian immigrant in 1930s LA trying to make it bigin Hollywood who falls for a Mexican waitress. Towne has three pictures to hiscredit - Without Limits in 1998, TequilaSunrise in 1988 and Personal Best in 1982. His screenwriting credits, of course, arelegendary and include Chinatown, The Last Detail and Shampoo as well as five movies for Cruise - Days Of Thunder, The Firm and the three Mission: Impossible movies, the third of which should start shooting thisyear. C/W also produced Without Limits.

Ask The Dust is a labour-of-love project for Towne,who has been trying to get it made for over 30 years. It finally came togetherlast year through DreamWorks and Rising Star, the LA joint venture between VIPand Ascendant Pictures, which is also partnered with Capitol on Robert Altman'sPaint also starring Hayek and MarkMylod's The Big Whitewhich has Robin Williams, James Woods and Giovanni Ribisi attached to star.

C/W's credits asa producer of non-Cruise-starrers include Shattered Glass at Lions Gate, Narc and Suspect Zero at Paramount, The Others at Dimension, the aforementioned WithoutLimits at Warner Brosand the upcoming Elizabethtown which was originally a DreamWorks/Paramount co-production but isnow being 100% backed by Paramount.

Paramount andDreamWorks have close ties and last year pacted to co-finance a slate ofhigh-profile films including Paycheck, Collateral, The Stepford Wives and Lemony Snicket's A Series OfUnfortunate Events.