The film was partially financed by Italian producer Aurelio De Laurentiis, who is executive producing with cousin Raffaella De Laurentiis and Bill Haber. Aurelio De Laurentiis, the nephew of renowned Los Angeles-based producer Dino de Laurentiis, is handling international sales as well. Jon Avnet is the producer, along with Marsha Oglesby, Jude Law and his wife, Sadie Frost. CalArts graduate Kerry Conran makes his screenwriting and directing debut with the project, who reportedly wrote some "incredible software" that got De Laurentiis' attention. The production company is Brooklyn Films and preproduction was done in a San Fernando Valley facility, where Conran used a previsual process that blends digital storyboards with bluescreen footage. Approximately 30 digital artists who previously worked with George Lucas on his Star Wars franchise and with Steven Spielberg on Minority Report were working on this phase of the project. The sci-fi thriller began production in March, 2003 in London on a budget of $70 million and was wrapped after a few months. Postproduction on this CGI-laden film is slated for completion in June, 2004. The unprecedented special effects include giant robots marching down Sixth Avenue, a huge silvery zeppelin docking at the Empire State Building and a tiny elephant that can fit in the palm of your hand.

The film's producer Jon Avnet helped get the project rolling by financing the script, a two year effort. Early on Avnet recognized the potential of the project, noting that his associate Marcia Oglesby "brought me this six-minute presentation that Kerry [Conran] had been working on for four years. ... It was his attempt to see if he could make a movie by incorporating techniques of animation that he had learned while he was at Cal Arts. I thought it was a really fascinating piece of film. It was shot all digitally. It was shot all on blue screen. Then he had manipulated it on his Apple computer, literally in his garage, and it created these images... I asked him what he wanted the story to be and he told me roughly what it was and I said, 'Okay, let's try and do it.'" After eight or ten drafts, they were ready to begin filming but disagreed about if it should be shot in black and white. Avnet prevailed with his quest for color, recalling that "I was not interested in doing black and white because I thought it was kind of artsy and the images were very nice. I thought it would be a lot more bold to actually see if we could come up with some sort of color that worked for that period and gave a feel." And while Conran wanted to stick to a small artsy film, it was Avnet who succeeded in attracting some of the biggest stars in Hollywood. As he put it, "I thought, 'Well, why don't we try and get really great actors?'" He opted for Jude Law and Gwyneth Paltrow because he thought they were particularly well qualified for a period piece.