In a marked departure from his acclaimed debut film "sex, lies, and videotape," director Steven Soderbergh creates a nightmare world of mystery and paranoia in his new thriller, KAFKA.

Oscar-winner Jeremy Irons stars in this riveting suspense story as a fictional character names Kafka, an insurance clerk by day and aspiring writer by night, whose inquiry into the fatal disappearance of a friend leads to a labyrinthine search for the truth. What he ultimately discovers is the terror and absurdity dwelling beneath the orderly veneer of society.

A Baltimore Pictures, Renn/Pricel S.A. Production, filmed primarily on location in Prauge, Czechoslovakia, KAFKA stars a prestigious cast, including Jerermy Irons, Theresa Russell, Sir Alec Guinness, Armin Mueller-Stahl, Joel Grey, Ian Holm, and Jeroen Krabbe. Executive producers are Paul Rassam and Mark Johnson with Stuart Cornfeld and Harry Benn as producers.

KAFKA screenwriter Lem Dobbs was originally inspired by the repressive times and haunting city in which the Kafka of literary history lived. He used these elements as a jumping off point for his own original suspense story.

"Before I wrote KAFKA, I wanted to write an expressionistic horror film. Then I got this nutty idea to have the protagonist be named Kafka," recalls Dobbs. "I had been thinking about Prague -- about its spooky, tortuous alley-ways and creepy staircases -- and when you think about Prague you can't help but think about Kafka."

Most definitely not a biography, Soderbergh's black & white KAFKA is reminiscent of classic films of terror and suspense -- thrillers such as Carol Reed's "The Third Man" and Hitchcock's "North By Northwest" and "The Lady Vanishes," in which an innocent person is thrust by accident into the very center of a crime -- than any of Kafka's works.

It is in the tradition of Joseph Cotten and Cary Grant that Jeremy Irons as Kafka searches for the truth behind his friend Eduard Raban's mysterious disappearance -- and becomes trapped in the unending maze that is Prague.

KAFKA's architectonic style -- built from Prague's zig-zagging cobblestone streets and massive baroque towers and infused with the flickering grey shadows of black & white film -- also harks back to the sinister beauty of the German Expressionist films of the 1920s and the 1930s Hollywood horror films that inspired Dobbs.

Yet cameraman Walt Llyod believes KAFKA's style has an originality all it's own. While crediting such influences as Murnau, Rodchenko and Carol Reed, Lloyd says KAFKA is ultimately "unlike any of them. It dictated a style of its own."

It took some ten years -- from script to screen -- for KAFKA to forge its own style. Lem Dobbs finished writing KAFKA in 1980, well before Steven Soderbergh came to international prominence with "sex, lies, and videotape."

Ironically, Soderbergh first read the script as a "sample of good screen writing technique" given to him by his agent, the late Ann Dollard. Years later, just before the release of "sex,lies, and videotape" -- which garnered him his own Best Original Screenplay Oscar nomination -- he and producers Mark Johnson and Stuart Cornfeld of Baltimore Pictures met to discuss a possible project. Tath project turned out to be KAFKA.

Soderbergh was compelled by KAFKA's themes he found reverberating in his own life. "What attracted me to KAFKA was that it was about how the world seems to steadfastly refuse to conform to your idea of it and the constant confusion and disillusion that is created by that," says Soderbergh. "And the humor attracted me as well, because the way in which your expectations are confounded is often pretty funny. I think that's what really drew me to it."

Soderbergh adds that despite its period setting, KAFKA spoke to him in a very contemporary way. "The movie is about things I constantly come up against. I'm always surprised when a situation appears to be one way, then it turns out to be another, and here was a character with this desire to believe things were a certain way -- and they never were. He realizes that parts of the world have their own set of rules that we're not privy to."

Leading French film producer Paul Rassam of Renn Productions, offered to finance the film almost immediately. "Paul's not a man who offers things lightly," says Soderbergh. "Within weeks, things were in high gear."

Once the go-ahead for production was given, Soderbergh began to assemble a cast. The key decision, of course, was to find an actor to play the lead character. "When I initially read the script, I was having trouble picturing anybody playing Kafka, which had me concerned," Soderbergh says. "Then Stuart Cornfeld suggested Jeremy Irons, and I immediately replied 'Yes, that's who it is!'"

Irons approached the part of Kafka much like the director, as a character named Kafka rather than the literal writer. "The real Kafka never did very much, " Irons says. "He was a sitter and seether and turner-over of things in his mind. But the character in this film is someone who is driven to go out and act."

Ultimately, Irons says he aimed for "a feeling of Kafka, a state of mind, a state of life. I was not literally playing Kafka." He sees the fictional Kafka of Lem Dobbs' script as "a man of instinct, a writer who is interested in the unknowable and discovers that the order of life upon which he depends for his sanity may not exist, that life may be in reality much more chaotic. He discovers in the Castle the bizarre, the intolerable and the meaningless, and he almost loses his life, after which Kafka returns to work where he discovers that nothing has changed. And on that level of reality, life can go on." Relating this to his own life, Irons continues: "In a way he's like me in that I don's spend time trying to find out the true nature of things. I just get on with life as most people do. And every now and then some scandal blows up, and we realize things go on we know not of."

Once Irons came on board, the rest of the crew rapidly fell into place with illustrious names beyond Steven Soderbergh's wildest imagination -- each drawn by an appreciation for the talents Soderbergh demonstrated in "sex, lies, and videotape." Sir Alec Guinness took the role of the Chief Clerk, the man in charge of the office in which Kafka works -- a role he wryly describes by stating, "What can I say? He doesn't really exist." Theresa Russell was cast as Gabriela, the beautiful anarchist who lures Kafka into a dangerous web of intrigue; Armin Mueller-Stahl became sleuthing Inspector Grubach; Joel Grey, who originally inspired Lem Dobbs' conception of Burgel, fulfilled his vision by agreeing to play, in his words, the "oily creep" who is Kafka's nemesis; Shakespearean master Ian Holm added his own spine-chilling magic to the role of the nefarious Dr. Murnau, and Jeroen Krabbe took on Bizzlebeck, the gravedigger who becomes the sole ray of light in Kafka's dark quest.

"If there is one quality that categorized the entire cast, that word is humor," says Soderbergh. "That is what I think distinguished the cast. They all just had a great sense of humor, a healthy sense of fun. and that goes for the crew as well." Cast and crew needed a healthy sense of humor to cope with what was to become a remarkable production undertaking. Production began in Franz Kafka's native city of Prague in the winter of 1990.

The most European of European cities, Prague was once a major cultural crossroads which throughout decades of Nazi and Communist nomination has been frozen in time. Thus the city evokes a paradox, retaining a moody medieval aura as well as the futuristic architecture of Soviet Communism. Ironically, Prague's beauty remains intact due in part to the preservation efforts of Adolph Hitler who wanted to use the city as the Third Reich's future repository of Jewish artifacts taken from throughout Europe -- a museum for an extinct race.

Because Prague remains the same city as when Franz Kafka walked those narrow, winding streets in 1919, it provided the filmmakers with utterly authentic sets. From the wildly skewed gravestones of the Old Jewish Cemetery to the 630-year-old Charles Bridge which connects the Old Town and the Lesser Quarter to majestic Prague Castle itself -- always looming ominously over the city -- Prague provided Soderbergh with the perfect expressionistic atmosphere in which to set his story. Soderbergh, working closely with production designer Gavin Bocquet and director of photography Walt Lloyd, captured the fantastical fairy-tale atmosphere of Prague's puzzling shadows with the shades and tones of black & white film.

With the whole city at his disposal, Gavin Bocquet divided KAFKA into three different design "zones": 1) Kafka's everyday life in the office -- replete with dozens of office workers bent over manual Remingtons -- and in the nightclubs and bars of the city; 2) the anarchists' hide-away world in the attic above the office; and 3) the chilling realm within the Castle's walls, including the secret laboratory of Dr. Murnau.

Explains Bocquet: "For Kafka's world, I emphasized the baroque, crumbling romanticism of the city, such as the Continental Cafe; for the anarchist's attic, I wanted something you wouldn't normally expect in an attic, so you'd know you were somewhere far away from normal life; and for the Dr. Murnau section, I wanted a Russian Constructivist look, filled with architectural angles. It is fortunate that Prague has a number of Russian Constructivist structures."

For Soderbergh, the ability to shoot in Prague was of primary importance. "It's just one of those things where after you visit the place, you realized you couldn't have faked it. There's just no other city that looks like this," says Soderbergh. Nevertheless, the decision to shoot in Prague was one that would drastically effect the production and change the lives of cast and crew. Reflects Soderbergh: "Given what was going on at that time -- the democratization of Eastern Europe -- everyone walked away with a very interesting perspective on democracy. For me, that view of how another section of the world lives resonates beyond anything about the production."

Shooting in Prague also had its down-side: bitter-cold weather and a bureaucracy that verged on -- to use the word so dreaded that Soderbergh fined crew members 10 Czech Crowns for every use -- kafkaesque.

Soderbergh recalls: "There have been tougher films that have been made, but this was one of those movies where there was never an easy day of production. It was hard in a good way, a challenging kind of hard, but it was also relentless. There were classic problems like the day we showed up on the set and there was no power. We said we'd requested power, and they said that we didn't request the guy who turns on the power. Stuff like that happened often enough that you eventually got into the rhythm of it."

But life was a breeze for cast and crew on the streets of Prague compared to the nightmare of Prague's soundstages.

"Out on the streets, it was a magical movie experience, but on the soundstages, where you're used total control in Hollywood, our expectations were constantly being foiled," says Stuart Cornfeld. "We were constantly having to relearn the lesson of never assuming that anything was going to happen unless you said it five times and two weeks before."

Three elaborate sets were created on soundstages for KAFKA: Kafka's office; Murnau's office and laboratory, including the giant microscope; and the room containing the lens of that microscope.

Soderbergh can't resist laughing about that lens, which became the most complex set built for the film. "I'll tell you, there are days when I regretted scribbling this picture of the lens with the man under it and saying: what if we did this? But ultimately, I think it really worked."

Most of the set construction took place in the Barrandov Studios located in a suburb near control Prague. This full-service studio where the massive sets were built has its own nefarious history. Built in the early part of the twentieth century by President Vaclev Havel's relatives, the Nazis took over the studio at the onset of World War II, enlarged it, and used it to make propaganda films. Joseph Goebbels had offices there, and the studio hosted several productions for director Leni Riefenstahl. One of the benefits of Prague's studios was their over-sized nature; in fact, they are higher than most stages in Hollywood. This facet proved invaluable for the climactic scene in Dr. Murnau's laboratory when Kafka discovers a gigantic microscope designed to peer into the core of men's brains. The scene required rear-projection through the lens itself, no easy feat with a plexiglass lens, 24 feet in diameter and a four foot rise in the middle (the lens was specially constructed in England and shipped to Prague). Gavin Bocquet explains the solution: "We had the stage height, but we also needed some tank area below the set to give room for the mirrors, which were 25 by 25 feet. By some amazing stroke of luck, the three main stages had storerooms built beneath them, and one had a tank area as well. So we had our projector way down beneath the set, throwing its image onto the mirrors and up to the lens."

For the part of the laboratory below the lens room, Bocquet imported rigging with a tubular steel support structure to hold suspended a microscope 30 feet in diameter at the top which angled down like an inverted pyramid to the head 24 feet below. The final touch was provided by two British painters who used a quarter ton of paint on the microscope to provide Soderbergh with the gun-metal finish he desired. Producer Harry Benn describes the crew's disbelief at how that scene turned out. "The incredible sets built for KAFKA would be sophisticated for any studio in the world, from MGM to Warners to Pinewood. But that we did it at the Barrandov Studios in Prague, with labor that had never achieved anything like it before, is truly extraordinary."

For all the grandeur of the film's set design, perhaps the single most influential production element was Steven Soderbergh's decision to shoot in black & white. Soderbergh says he simply saw the film in black & white from the first time he read the script.

"The script so vividly had its roots in German Expressionism, and with the time period, it just demanded to be shot in black & white," says Soderbergh. "I had these pictures in my head, and they were all in black & white."

Soderbergh knew it might be a controversial decision, but the producers were supportive. Says Cornfeld: "I belong to that small, unique population of people who have participated in the production of a successful black & white film - 'The Elephant Man' - so I had no predisposition toward color. I felt that if that's the way Steven saw it, and since it was meant to be a moody film, then that was a stylistic, aesthetic choice as important as selecting the actors."

Soderbergh sought a particular emphasis in the texture of the black & white film on greys and dark blacks. "We wanted heavy contrast, and we filtered to achieve that," explains the director. "I wanted to be very careful with shadows, because it was an obvious trapping of film noir, so we had to act very selectively. Basically, we wanted those deep,deep blacks and that halation, where the balck bleeds," he said.

As with the decision to shoot in Prague, the decision to photograph KAFKA in black & white felt stylistically "right" but added significant new worries. Walt Lloyd worked particularly hard to assure that lighting and composition would bring out the proper shades of black and grey.

Soderbergh hopes his decision will reinforce the idea that black & white is a viable aesthetic choice. "This fear of black & white is something that's been manufactured," Soderbergh says. "If people hear good things about a movie, I don't think they're going to say 'forget it' if they find out it's in black & white!"

As for the surprise switch to color that takes place when Kafka emerges into the inner sanctum of the dreaded Castle, Soderbergh explains: "We wanted to avoid primary colors, anything even remotely normal. So you have these weird reds and aquamarines, colors that were just a little bit off-center and disorienting. It is meant to seem strange, the shift to color. That is the intent; the Castle is a strange place."

Humor pops out repeatedly from the dark subterfuge of KAFKA's nightmare, an aspect of the story to which Soderbergh was particularly attracted. "I don't think there's anything an audience likes to do more than laugh," Soderbergh says. "And in a movie with a stench of seriousness like this, you really need to take every opportunity to inject humor into it. I always knew there was a lot of humor hidden in the script, and it's my hope that people will be surprised to find themselves laughing." Musical jokes even punctuate composer Cliff Martinez' score -- which was inspired by a mix of silent film organ music and an Eastern European gypsy instrument known as a cimbalon.

Much of the humor in KAFKA -- from the bunglings of the twin assistants to the wise-cracks of the stone-cutter -- arises from the strange ways in which people try to bridge the gulf between the freedom in their hearts and the repression in the world outside -- a theme Franz Kafka reflected upon in his our work.

Summarized Soderbergh: "KAFKA playfully speculates about the inspiration for Franz Kafka's themes. But I would never presume to know why he wrote what he wrote. I'm not a Kafka expert, and I expect most people who see this movie won't know who Franz Kafka was. Ultimately, I just wanted to make a very entertaining movie."