ACADEMY AWARD(R) WINNER KATE WINSLET STARS IN MILDRED PIERCE, A FIVE-PART HBO MINISERIES EVENT DEBUTING MARCH 27; GUY PEARCE, JAMES LEGROS, MELISSA LEO, BR�AN F. O'BYRNE AND EVAN RACHEL WOOD ALSO STAR

TODD HAYNES DIRECTS FROM A TELEPLAY BY HAYNES AND JON RAYMOND; BASED ON THE NOVEL BY JAMES M. CAIN; A FILM BY TODD HAYNES

An HBO Miniseries In Association With Metro-Goldwyn-Mayer; A Killer Films/John Wells Productions Production; Christine Vachon, Pamela Koffler, John Wells And Todd Haynes Executive Produce; Ilene S. Landress Co-Executive Produces

HBO Miniseries' MILDRED PIERCE, starring Kate Winslet in the title role, brings to life the memorable character introduced in James M. Cain's classic 1941 novel. The five-part drama offers an intimate portrait of a uniquely independent woman who finds herself newly divorced during the Depression years, as she struggles to carve out a new life for herself and her family. The story explores Mildred's unreasonable devotion to her insatiable daughter, Veda, as well as the complex relationships she shares with the indolent men in her life.

Debuting PART ONE and PART TWO on SUNDAY, MARCH 27 (9:00-11:05 p.m. ET/PT), the miniseries also stars Guy Pearce, James LeGros, Melissa Leo, Br�an F. O'Byrne and Evan Rachel Wood. Mare Winningham, Morgan Turner and Hope Davis co-star. PART THREE debuts SUNDAY, APRIL 3 (9:00-10:15 p.m.); PART FOUR and PART FIVE debut SUNDAY, APRIL 10 (9:00-11:30 p.m.).

A Todd Haynes Film, MILDRED PIERCE is a Killer Films/John Wells Productions production, based on the James M. Cain novel of the same name. Directed by Todd Haynes from a teleplay by Haynes and Jon Raymond, the film is executive produced by Haynes, Pamela Koffler, Christine Vachon and John Wells. Ilene S. Landress co-executive produces.

Director Todd Haynes first read the James M. Cain novel in late 2008 at the recommendation of his friend, screenwriter and novelist Jon Raymond. As Haynes immersed himself in the tale of a single mother during the Depression years, the world outside seemed to mirror Mildred's plight as the financial markets suddenly tumbled, impacting political and cultural sectors globally. The timing convinced Haynes that Mildred's story would resonate with today's viewers.

"MILDRED PIERCE is set during the Depression, but not the Depression of dustbowls and breadlines," explains Haynes. "The crises it explores are those of middle-class privilege - issues of pride and status, the struggle first to regain one's standing and then to persevere through hard work and ingenuity. This feels very much like the particular struggles of our current economic crisis, coming out of a period of unbridled consumption."

Says executive producer and longtime Haynes collaborator Christine Vachon, "Cain's novel attracted Todd and Jon because it felt so unbelievably relevant to today - a young woman who has to figure out how to support her family against all odds. Coincidentally, Todd and I had seen the original 1945 Warner Brothers film together."

In its time, the novel "Mildred Pierce" was considered a departure for acclaimed author Cain, whose previous '30s works such as "The Postman Always Rings Twice" and "Double Indemnity" were hard-boiled, first-person crime dramas that became fodder for the film noir genre of the '40s. Containing no murder or other criminal storyline, "Mildred Pierce" was unique in its depiction of ambitious and successful women in the work world, and bold in its sexual honesty and detail.

Explains Haynes, "Most domestic dramas inevitably concern female characters confronting social constraints, suburban repression and vulnerability. 'Mildred Pierce' is an exception."

Haynes appreciated the beauty and stylistic references of the original Michael Curtiz film, which brought Joan Crawford an Academy Award(R), but found himself more attracted to the unique relationship between mother and daughter spelled out so vividly in the novel, as well as the complexity of both characters. What especially captured Haynes was the unique place Veda occupies in Mildred's life, which to him seemed almost more akin to a tragic story of unrequited love.

"Where men and love objects should reside in Mildred's life, her daughter, Veda, exists. Mildred's whole relationship with men is completely unique and atypical of her time," he notes.

Haynes asked Raymond to join him in adapting the novel into a script and the two set out to make a film that embodied Cain's literary vision, without the murder plot that sensationalized the original film. Seventy years after "Mildred Pierce" was written, HBO Miniseries brings the novel to the screen.

Mirroring the novel's emphasis on the women in the story, Haynes and co-writer Raymond chose to highlight the strength and ambition of Mildred and her daughter, showing them as active, productive and powerful forces of nature.

Explains Haynes, "Emotional dynamics are still the central conflict, but they get externalized and played out through work and productivity, and issues of money and class come into play in almost every relationship in the story."

Having seen the original film in his college days, Haynes wanted to approach the book from a fresh perspective, without the iconic image of Joan Crawford in his mind.

"For some reason, I pictured Kate Winslet when I first started to read the book," recalls Haynes. "I had never met Kate. I hadn't worked with her before. And I could not get her out of my mind while I was reading. It just felt so innately right and so constitutionally correct that this was the only actress I could see playing this part. Kate became sort of the propelling force while we were writing it and starting to visualize the piece for long-form."

Haynes' reputation as a director and his creative unpredictability drew Winslet to the project. She observes, "Todd is something of an enigma. He has the capacity to change it up all the time and do something different and keep surprising audiences and taking risks. I just felt that his work ethic and his choices would go hand-in-hand with my way of thinking and the way that I like to work - which is about taking chances and thinking outside the box."

Given that Winslet appears in virtually every scene in the film, and that of the 280 pages of script, her character is absent from just a half-page of dialogue, she is amused by the term "miniseries."

"There's nothing 'mini' about it," explains the actress. "This was so much harder, I think, than every film project I've done since 'Titanic.' It was like doing two and a half films in 16 weeks. It was very challenging, but collaborative and rewarding at the same time, thanks to a remarkable cast and a wonderful, highly skilled crew."

"Kate Winslet is an actress who approaches the work, not only from an emotional and psychological perspective, but a physical one as well," says executive producer Pamela Koffler. "On set it was really fascinating to watch her doing the business of becoming her character - chopping the chickens, making the pies. She is just an unbelievable practitioner of acting."

With Winslet in place as Mildred, Haynes and his producers had to find the right actors to play her leading men. Br�an F. O'Byrne was cast as Mildred's philandering husband, Bert Pierce, and James LeGros was tapped to play Wally Burgan, Bert's ex-business partner. Says executive producer Vachon, "We were delighted to get these two actors, both at the top of their game, to play these roles.

"It was, however, a bit tricky finding the right Monty Beragon with the perfect combination of dashing allure and a slight seediness to him," she continues. "Getting Guy Pearce was a real coup and the chemistry between him and Kate is really wonderful."

Adds Haynes, "Guy Pearce just embodies Monty Beragon. I don't know how he does it. Watching him become Monty was a thoroughly thrilling thing to behold as he got to the core of that blueblood inherited way of speaking and carrying oneself. It was a beautiful counter-energy to Mildred, who represents middle-class upbringing and all the potential it represents."

Commenting on his choice for the pivotal role of Veda, Haynes says, "Evan Rachel Wood just blew all of our minds with her ability to make her character seem utterly believable in every capacity. The result is so stunning that it's almost frightening to think, in retrospect, of the outcome had Evan not been our Veda."

"Evan worked really hard during the training process needed to make her a believable opera singer," explains Koffler. "She is naturally incredibly musical - her ability to breathe and phrase and her body language while she was singing was so spot-on, it was almost uncanny."

Haynes surrounded himself with talented people behind the camera as well. Production designer Mark Friedberg, with whom Haynes had worked on "Far from Heaven," was given the task of creating the dusty reality of living in 1930s Los Angeles while filming on location in New York State, utilizing city streets in the town of Peekskill, the coast of Long Island and sound stages.

"The story is set in realms," explains Friedberg. "We wanted to make sure that as Mildred travels from realm to realm, that they are both historically accurate but also distinct from one another. For Mildred, her decision to be a waitress in a diner represents her first foray into life outside of her home. We wanted what goes on outside the diner's windows on the streets of Hollywood in the '30s to be as interesting as what goes on inside. Quaint Peekskill in northern Westchester County worked particularly well for us."

Finding period Spanish architecture on the East Coast to duplicate the Los Angeles suburbs proved to be easier than the filmmakers originally thought. Locations scout John Spady found a unique neighborhood on Long Island called The Gables, which was built as a ten-block housing development in the '30s and designed to attract movie people to work in New York. The historical integrity of the bungalows' construction had been maintained throughout the years and it was the perfect place to shoot the exteriors of Mildred's neighborhood.

"The big challenge of making this film on the East Coast was that it's not a tropical part of the world, and Los Angeles is," explains Friedberg. "The real sense of the desert and the real sense of nature that happens in Los Angeles just does not happen in New York City or its surroundings. We sent trucks and trucks and trucks of succulents and palm trees and orange and avocado trees up from Florida to decorate our various neighborhoods with the right look for that time period in Los Angeles."

Haynes' vision of what the film should look like was artfully executed by Ed Lachman, his director of photography on "Far from Heaven" and "I'm Not There."

Says the director, "Revisiting this classic novel and unearthing certain aspects of it, I saw the project akin to the great revisionist films of the 1970s, which brought smart, relatable naturalism and frankness to updated genre films such as 'Chinatown,' 'The Godfather' or 'The Exorcist.' I saw the film's visual style reflecting the long-lens new naturalism of '70s period films, the first era to really dress down the costume drama with the same subtle performances, natural light and unvarnished productions that so often imbued classic genres with fresh relevance and sophistication."

The work of mid-century American photographer Saul Leiter also inspired Haynes and his team to convey the period of the film in a unique way. Leiter's use of windows and reflections and dusty surfaces as refractions to his images influenced a style of lensing that affected the way sets were built, the kinds of glass put into the houses at the different locations and the way that space was structured.

The challenge of evoking the era, as well as the social and professional evolution of the characters, through the costumes was met by industry icon and award-winning designer Ann Roth, who previously worked with Winslet on "The Reader."

Says Winslet of Roth's passion for her job, "She's such a brilliant, amazing woman. Her attention to detail is just remarkable and it's such a privilege to be dressed by her and to discover a character with her."

Roth was meticulous about costume choices for each scene and how they informed the character's mood and social status, or how period undergarments could affect an actor's posture or movement.

"With Ann, it's never just about a piece of clothing," says Haynes. "It's about the character, about the nuance of that character - some habit or behavior that dictates how a sleeve is rolled up or something is creased or even stained or torn. It's the imperfections that really mark a narrative experience in ways only clothes can."

A consummate professional, Roth's diligence for detail was not reserved for just the main actors. On the days a big crowd scene would shoot, Roth could be found on set at 4:30 a.m., adjusting the tilt of the hat or the length of the sleeve or jacket for each extra.

"There were 2000 extras - that's 1000 girdles," observes Roth. "So many times I'd hear the women standing in the fitting room, putting on their period girdles or hooking up their seamed stockings, ask, 'Why don't we dress like this now?' But no one would go to all that fuss anymore, and they recognize that it's not just how you look, it's a whole philosophy of life."

March synopses:

PART ONE

Debut for PART ONE and PART TWO: SUNDAY, MARCH 27 (9:00-11:05 p.m. ET/PT)

Other HBO playdates for PART ONE and PART TWO: March 27 (1:20 a.m.), 29 (10:00 p.m.), 30 (midnight) and 31 (8:00 p.m.), and April 2 (4:15 p.m.)

HBO2 playdates for PART ONE and PART TWO: March 28 (9:00 p.m.) and April 2 (11:00 p.m.), 3 (7:00 p.m.) and 22 (7:00 p.m.)

Glendale, California, 1931: Mildred Pierce (Kate Winslet), a young mother with a talent for baking, is left a "grass widow" after throwing her husband, Bert (Br�an F. O'Byrne), out of the house. Forced to hunt for work to support herself and her two young daughters, 11-year-old Veda (Morgan Turner) and seven-year-old Ray (Quinn McColgan), Mildred visits an employment agency, only to encounter job opportunities she feels are beneath her. Amidst her job search, she receives dating advice from her friend and neighbor, Lucy Gessler (Melissa Leo), and begins an unexpected affair with an ex-business partner of her husband's, Wally Burgan (James LeGros). When Mildred receives a call from the agency regarding an opening as a housekeeper to a wealthy socialite, she reluctantly agrees to meet with her. After cutting the acerbic interview short, Mildred seeks refuge at a local diner, Cristofor's Caf�, where fate, and a waitress named Ida (Mare Winningham), will play a role in shaping her future.

PART TWO

Debut for PART ONE and PART TWO: SUNDAY, MARCH 27 (9:00-11:00 p.m.)

Other HBO playdates for PART ONE and PART TWO: March 27 (1:20 a.m.), 29 (10:00 p.m.), 30 (midnight) and 31 (8:00 p.m.), and April 2 (4:30 p.m.)

HBO2 playdates for PART ONE and PART TWO: March 28 (9:00 p.m.) and April 2 (11:00 p.m.), 3 (7:00 p.m.) and 22 (7:00 p.m.)

1931: Mildred's business prospects get a boost when she starts selling her homemade pies at the diner. With the help of Wally Burgan, Bert's ex-business partner, she finds a perfect space to launch a chicken-and-pie restaurant as business booms, though her marriage to Bert threatens to short-circuit its financing. After an amicable divorce, Mildred becomes the owner of her own restaurant, but her relationship with her precocious daughter Veda is fraying. On her last day at the diner, Mildred finds unexpected romance when she impulsively joins a handsome customer, Monty Beragon (Guy Pearce), on a holiday at the Santa Barbara shore. Unfortunately, her happiness is short-lived, as tragedy strikes when the pair returns home.