Reallife couple Charlize Theron and Stuart Townsend have joined Penelope Cruz andThomas Kretschmann in the cast of John Duigan's next film Head In The Clouds which Gary Hamilton'sArclight Films is representing for worldwide sales.

NataliePortman was originally attached to star in the lead role with Cruz, but Theronhas taken her place.

Setin 1930's England, the Spanish Civil War and the last days of theoccupation of Paris, the story follows a young Cambridge student (Townsend),whose world is changed forever by a passionate affair with a hedonisticphotographer (Theron).

Cruzplays Mia, a Spanish refugee, who shares their lives until events on the Worldstage threaten to separate them forever.

The film is a co-production of Remstar, Spice Factory,Bertil Ohlsson, Dakota Productions and Tusk Productions in association withMovision.

Ohlsson,who produced Duigan's 1996 picture The Leading Man, will produce alongsideJonathan Olsberg, Spice Factory's Michael L Cowan and Jason Piette and Canadianproducers Maxime Remilliard and Andre Rouleau. Executive producers are JuliaPalau, Matthew Payne and Julian Remilliard.

Shootingbegins on March 17 in Montreal with locations in Paris and London to follow.

Theronis currently starring as Aileen Wuornos in Monster, Cruz is currently setto star opposite Halle Berry in Matthieu Kassovitz's Gothika and Townsend has justfinished Fox's summer movie The League Of Extraordinary Gentlemen opposite Sean Connery.

Duiganalso wrote the script to Head In The Clouds. His recent creditsinclude The Parole Officer, Paranoid, Molly and Lawn Dogs; his breakthroughpictures were The Year My Voice Broke in 1987 and its 1991 sequel Flirting.

Principalphotography commences in Montreal on 17th March 2003 with locations in Parisand London to follow.

Arclightwas launched at last year's Cannes Film Festival by Hamilton and companychairman Victor Syrmis. Its other titles include Alan Rudolph's criticallyacclaimed The Secret Lives Of Dentists which screened at the Toronto 2002 andSundance 2003 film festivals, and Marek Kanievska's A Different Loyalty starring Sharon Stoneand Rupert Everett.