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"To convince Warner Bros. to give us the big budget to make this very experimental film, we knew we needed real stars," Handel says. The director sent an early copy of the script to Brad Pitt, who was already an Aronofsky fan. Fifty pages into the script, the actor phoned Aronofsky in tears; the director told him to finish and call back. In June 2001, the press announced that Warner Bros. had "fast-tracked" Aronofsky's new film, with Pitt and Cate Blanchett as the A-list leads.

The budget for Requiem had been a paltry $5 million. Backed by Warner Bros. and Village Roadshow Pictures – the company that financed The Matrix – The Fountain was budgeted at $70 million. Elaborate sets, including a pyramid 10 stories high, were mounted on the Gold Coast of Australia. A huge crew was assembled there, and the former indie filmmaker suddenly found himself choreographing epic battle scenes and massive f/x sequences. As the director schemed to fly in hundreds of Guatemalan warriors to fight Pitt, the film's bottom line was stretched to the breaking point.

The superstar actor began demanding extensive script revisions during conferences at his house in the Hollywood hills. The studio was asking for its own rewrites as well. In mid-2002, after endless script wrangling, Village Roadshow announced that it was withdrawing its support. Everyone on the project was immediately laid off. Weeks passed. Eventually another production house, New Regency, stepped in, and set construction recommenced down under. "We had cleared every hurdle you can imagine," Watson says. "There was a sense that now, finally, we were going to make this movie. The momentum was there."

Then, just seven weeks before the first day of shooting, Pitt called Aronofsky and told him he was pulling out. "After working together for two and a half years, Brad lost trust in me and faith in the project," Aronofsky admits. "He told me he felt like he was breaking up with a girl."

Pitt went off to film Troy, a sword-and-sandal potboiler that earned tepid reviews. Blanchett took a paycheck for her time and moved on to other projects. As The Fountain ground to another full stop, the sets and props were auctioned off, and a wave of Brad-bashing was unleashed on the entertainment Web site Ain't It Cool News: "We estimate there are over 1,500 people here in Australia, including family and children, who are now displaced and unemployed," wrote an alleged member of the Fountain crew. "PS – New Aussie phrase – when someone shafts you: 'You've been Pitted.'"

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