Thandie Newton believed the whole process was casual and uncalculated. Newton has been invited to the home of director Jonathan Demme, to whom she had become close after playing the title role in his adaptation of "Beloved," for dinner and an old movie. Demme had chosen the 1963 Stanley Donen film "Charade," which Newton had never seen.

"I just loved it," says Newton of Donen's romantic comedy-thriller, which is quite obviously inspired by Hitchcock's "To Catch a Thief." Set in Paris, "Charade" stars Audrey Hepburn, who is aided by a gallant stranger played by Cary Grant after the mysterious death of her husband leaves her entangled in mystery and mayhem.

"It was like this wonderful glass of champagne, and I just felt all bubbly after watching it,' says Newton in a lilting English accent. "And Jonathan said, 'You know what might be fun? We could remake this and you could play the lead!' He's such a lovely man, and his enthusiasm is so contagious, I remember saying, 'Oh, Jonathan, I don't know if I could do that, it's so not me.' And he said, 'Of course you could! It has you written all over it.'"

Which, in fact, it did, admits Demme.

"It wasn't technically a setup," says Demme of his "Charade" remake, titled "The Truth About Charlie." Demme, having directed 16 feature films of nearly every conceivable variety, not to mention numerous shorts, TV shows and music videos, can now, at age 58, safely be ranked among the greatest of living American filmmakers.

"But I had in fact watched 'Charade' for the first time in a long time shortly before that, and I thought it would be a great movie to remake in a contemporary setting. And I immediately thought of Thandie for the role of Reggie, mostly because she is a lot like Reggie, so I asked her over and afterward asked her to consider it, mostly on the basis that we would go to Paris and have a great deal of fun. Which we in fact finally did, although it took a long time to get there."

Demme's original idea was to cast Will Smith in the Cary Grant role, because he thought it would be interesting to pair Smith, with his reputation as a seat-of-the-pants performer, with Newton, who he says "so totally immerses herself in a part that when her character in 'Beloved' had to drool, that was Thandie's real drool. She would accept no synthetic substitute.

"So I hammered a script out with that dynamic in mind, and then 'Ali,' which was Will's dream project, was delayed, and he had to drop out."

Demme says it was someone at Universal Studios who suggested Mark Wahlberg for the role of Joshua, a stranger who befriends Reggie when she becomes a suspect in her husband's killing and when three men begin trailing her wherever she goes.

"I was skeptical (about Wahlberg) when his name came up," says Demme. "I had seen 'Boogie Nights' and thought he was terrific in that, but I wondered if he wasn't just playing someone a lot like himself. So I called P.T. Anderson (who directed "Boogie Nights"), and he reassured me Mark was a consummate pro and could do whatever we needed. So Mark and Thandie and I met, and they just talked and got to know each other, and I thought, 'Yeah, I like this pairing a lot. I just went with my gut, I guess.' "

"I trust Jonathan implicitly when it comes to casting, and not just because he chose me for a role (in "Beloved") that a lot of better-known actresses wanted," says Newton, laughing.

"Think about it: Tom Hanks in 'Philadelphia' or Michelle Pfeiffer in 'Married to the Mob,' or even Anthony Hopkins in 'The Silence of the Lambs.' Today, you can't imagine anyone else in those roles, but when Jonathan made them, they seemed like odd selections. So I was inclined to believe Mark was the right guy, though you wouldn't normally think of him to play this debonair gent in a fedora. Besides, it's a very mercurial character, in that you never know what his true intentions are."

Newton says she didn't spend a lot of time with Wahlberg off the set and always felt slightly "off-kilter when I was around him, which I think ended up helping the film, because Reggie never really knows what to think about this guy, except that he's charming. But I can honestly say that I know no more about Mark Wahlberg today than I did when I started making the film."

Demme says one of the hardest phone calls he ever made was to Stanley Donen, who broke into films as a choreographer in 1943 and directed his last film, a TV production of the play "Love Letters," in 1999. In between, he made many of the most beloved movie musicals of all time, including "On the Town," "Seven Brides for Seven Brothers" and "Singin' in the Rain," which he co-directed with Gene Kelly.

"I was stuttering, almost," Demme recalls. "'Uh, Mr. Donen, I'm a great admirer of yours and I want to remake one of your greatest movies, 'Charade.' He was wonderfully gracious about it, especially considering I was making some pretty substantial changes."

Though Demme always planned to set "The Truth About Charlie" in Paris, it was a very different Paris from the Eiffel Tower elegance of "Charade."

"I still wanted to emphasize the romance of the city, but in a slightly more dangerous and far more diverse fashion. All these different cultures, including Arabic and African and Asian, come together there in a really beautiful, exotic way. Also, I had this idea of paying tribute to the French New Wave (filmmaking movement), which was just beginning to blossom when Stanley was there making this very American movie there in the early '60s."

Before he began writing and directing drive-in movies for legendary B-movie producer Roger Corman, Demme had a job as a publicist for United Artists. He was given the job of looking after Francois Truffaut when the French director came to the United States in 1968 for the premiere of his film "The Bride Wore Black."

"By the end of his visit he had warmed to me, I think," says Demme of the notoriously irritable Truffaut. "But I remember thinking I was in the presence of someone who changed the rules of filmmaking, and meeting him was an enormous influence on me and my future endeavors. So when I began planning 'Charlie,' I wanted to acknowledge my debt to him and the rest of the New Wavers."

Film buffs will delight in seeing that debt repaid in ways both amusing and touching. In one unforgettable scene, Charles Aznavour, the great boulevardier and star of Truffaut's "Shoot the Piano Player," appears on a balcony to serenade Reggie and Joshua, while Anna Karina, star of Jean-Luc Godard's greatest films, shows up as a nightclub chanteuse. Agnes Varda, a fine director in her own right and the wife of the late "Umbrellas of Cherbourg" director Jacques Demy, is cast in a crucial role as the late Charlie's mother. And the film concludes with a lingering shot of the grave of Truffaut, to whom — along with Demme's nephew Ted, a producer and director who died earlier this year — the film is dedicated.

"Jonathan is just one of the sweetest, most thoughtful men I've ever met," says Newton, "and he just happens to be a great director. I had a lot of apprehension about doing this movie, because I knew I would be compared to Audrey Hepburn, but Jonathan assured me that, once we started making the movie, I would become Reggie and that I would never think about it again.

"He was right. He made me feel so confident, because I knew he would always be there to support me and help me. You can trust him. That's the truth about Jonathan."