Up at the Villa, in the words of production and costume designer Paul Brown, is a study in contrasts: "between Italy and England, northern and southern Europe, the heat and the cold, and between a historic Italy and a modern Italy." Based on a 1940 W. Somerset Maugham novella, the film is set among the Anglo-American expatriate community in Florence, just prior to World War II. Brown says, "We tried to juxtapose rather violently all the elements, the Fascist architecture and the beauty and subtlety of an earlier Italy, and the way the English sat and ate their meals in the Italian sun. In a soft way, it should be jarring."

This is Brown's third film with director Philip Haas and screenwriter Belinda Haas, and, as it happens, his third film overall. Trained in theatre, the designer primarily works in opera. "It's quite hard to marry the two jobs," he says. "On film, you're being asked to work on something that starts next week, whereas on opera, you're committing to something two or three years ahead." Nevertheless, Haas managed to persuade him to design costumes for his 1996 film Angels and Insects, which was a learning experience. "It's so different from theatre in terms of what's important, where to place your money," the designer says. "I spent far too much on shoes." That said, the result was more than satisfactory: Brown received an Oscar nomination.

He then took on production and costume design for the director's next movie, Blood Oranges, and did the same on Up at the Villa, which USA Films is releasing this month. "I like the control," says Brown of juggling both jobs. "I like the fact that the sets and costumes can play off of each other, that you can play one down and lift up the other. Of course, you get pulled in far too many directions."

First orders of business on Up at the Villa were research and location scouting. "There's a very good photographic library in Florence, with many pictures of the period, and you can plainly see the ex-pats," the designer says. "The English are very good at taking England with them wherever they go. That was reflected in the set dressing--all those plates of rubbish and frilliness, nothing practical about it all."

The English decorating style is juxtaposed with some magnificent pieces of Italian architecture, including the Palazzo Corsini, Museo Stibbert, and Fascist-era Santa Maria Novello train station in Florence, and the 16th-century Villa Cetinale near Siena. The latter is the location of the title, where main character Mary Panton (Kristin Scott Thomas) is staying. Coincidentally, the Villa Cetinale belongs to an Englishman, and already presented the desired combination of styles.

Mary is a recently widowed English woman in her 30s whose beauty and breeding help make up for her lack of funds. "She dresses well, in a very limited palette," says Brown of Thomas' costumes. "There's an English girl quality to her, a niceness--not stylish, not clever, just very plain and simple." She is dramatically contrasted with Anne Bancroft's Princess San Ferdinando, the rich "queen bee" of the expatriate community. "Her clothing sends messages about wealth and situation," the designer says. "It's about display, about line." The palette for Bancroft's costumes, many of which are vintage, is also limited, but in a different way--black and white are the key colors.

The male characters afforded Brown a range of styles. James Fox plays an older, distinguished British public official whom the designer calls "the ultimate stiff-upper-lip Englishman who is corseted in his clothes, who is unable to cross one leg over another." Standing in contrast to him is American playboy Rowley Flint, played by Sean Penn, a man "who is at ease with everything, who knows how to lounge and how to dress." Other men include a Quentin Crisp-style expatriate played by Derek Jacobi, and Jeremy Davies' impoverished Austrian refugee.

Brown's intention was to create the feel of a decaying society. The film opens with an elaborate ball scene, but he says if you look closer, "there's a shoddiness to it, an eccentric ugliness, and a grotesque nature to those people. The people who were left in Italy when the war broke out either couldn't get out for financial, political, or sexual reasons, or were too stupid to get out. There is a wave of refugees running over the country, and poverty and desperation all around, and everyone sits down for another cup of tea."