A New York firm had come up with a way of producing a durable paper fabric (both drip-dry and fireproof) onto which could be printed the required detail and insignia of any uniform, and the uniforms could be manufactured in the tens of thousands for less than $4 each. Kubrick undertook film tests and found that at a distance of a few dozen yards, the paper uniforms were indistinguishable from the real thing. Prototypes of vehicles and weapons of the period were created from paintings and written descriptions of the time, and Kubrick insisted they be exact to the minutest detail. Once he was happy, the prototypes were readied to be mass-produced in the volume the movie required.

He originally budgeted $3 million to $6 million to construct and decorate the numerous palatial sets required for his French emperors and Russian kings. This was a shocking amount in 1969, for any film. But Kubrick, through his researchers and his own formidable negotiating skills, managed to locate and secure 16th and 17th century palaces and villas in France and Italy. These would require almost no additional detailing to be historically authentic, and he worked out a deal to rent them for daily fees of only a few hundred dollars.

As far as the "overpriced movie stars" were concerned, Kubrick felt there was enough proof that they do "little besides leaving an insufficient amount of money to make the film properly."

In script notes to MGM, Kubrick cited his own "2001" and the then-recent, low-budget box-office monolith "The Graduate" as films that were successful simply because they were enjoyed by filmgoers for being good stories, well told. He added that it was the positive word of mouth, not star power alone, that quickly encouraged the masses to fill cinemas nationwide.

Kubrick's intention was to use "great actors and new faces." One of his first choices -- along with Ian Holm -- was Jack Nicholson, fresh from his Oscar-nominated role in "Easy Rider." Kubrick believed Nicholson permeated his characters with intelligence -- a quality, Kubrick noted in a letter to the actor (later cited in John Baxter's Kubrick biography), "that cannot be acted."

But while Kubrick collected his vast minutiae of detail on Napoleon through 1968, hotelier Kirk Kerkorian was collecting shares in the then-ailing MGM. By the time Kubrick finished and delivered his screenplay, in September 1969, he had solved most of the pre-production problems of filming, costuming, locations and casting. But Kubrick was not able to persuade MGM to finance his epic and was forced to fire his researchers and key crew. Kerkorian, who soon became the new owner of MGM, was more interested in moving into television production than in producing the kind of large-scale epics that had almost bankrupted the studio over the previous decade.

What's more, Napoleon himself was no longer good box office. Although no Napoleonic film had been made for two decades, by the time Kubrick finished his screenplay there were suddenly three new films in production. The main competitor was John Huston's "Waterloo," but Kubrick had been able to track down the screenplay and had learned it would be substantially different from the film he wanted to make. Huston's "Waterloo" would focus only on the 100 days leading up to Napoleon's last great battle, while Kubrick's would follow Napoleon from birth to death.

By early 1971, all three of the other Napoleonic films had been released, and all three were box-office disasters, failing to even make their budgets back. MGM, now barely producing any movies at all, could find no funds for Kubrick's epic, and his name and talent alone were not enough to convince Kerkorian that the film would set the box office alight.

Reluctantly, Kubrick walked away from MGM. But he quickly found a comfortable home with Warner Bros., where he would stay for the rest of his career. He signed a three-film deal that would supply the funds to develop and make the movies Kubrick wanted to make, the way he wanted to make them. Not only would he have total freedom in choosing his projects and be given the final cut, but after a period of five to seven years after each film's release the original negative and all rights would become the sole property of Kubrick.

To prove its faith in its new star director, Warner Bros. gave Kubrick a few million dollars to turn Anthony Burgess' then relatively unknown novel, "A Clockwork Orange," into an X-rated film.

In a press release to announce their partnership, Kubrick stated that after "Clockwork" he would return to bringing "Napoleon" to the screen. Kubrick then plunged into "Clockwork," and the finished film was in cinemas around the world within a year of the start of principal photography -- a script-to-screen ratio that Kubrick was never again able to replicate.

Kubrick's mind did indeed turn back to Napoleon after "A Clockwork Orange" was released, but Nicholson no longer had any interest in playing the historical figure, and Holm, another of Kubrick's choices, had been signed to star in yet another Napoleon biopic, the British television production "Napoleon and Love."

It, too, failed spectacularly to hook in an audience. Whether Kubrick was dismayed by such a lack of interest in his prime subject or whether he felt he never truly nailed the script is not known. But according to Kubrick's longtime friend at Warner Bros., publicist Julian Senior, the director never officially submitted a finished screenplay to the studio.

Not wanting to waste all those years of prodigious Napoleonic research, and still fascinated with the era, Kubrick searched out a suitable literary vehicle, eventually settling on William Thackeray's "The Memoirs of Barry Lyndon, Esquire, by Himself" after considering, then dismissing, the author's better-known "Vanity Fair." During post-production on "Barry Lyndon," in 1975, Kubrick was still talking about his Napoleon project, though he confided to an interviewer that it would cost $50 million to $60 million to produce and would run more than three hours.

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