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A stellar ensemble; Director John Madden can't say enough good things about the cast -- and the script -- of 'The Best Exotic Marigold Hotel'

Say two words to director John Madden, on the phone from New York City, about his star-studded, genre-busting, utterly entertaining romantic comedy "The Best Exotic Marigold Hotel" -- and then stand back.

The two words are "This cast."

Any member of this cast would make people take notice. Reel off all seven names (some are platinum film royalty, some are simply quietly brilliant in their extensive stage and screen work), and you have an eye-opener: Judi Dench, Maggie Smith, Tom Wilkinson, Bill Nighy, Penelope Wilton, Ronald Pickup and Celia Imrie.

"All of these actors had worked with one another," Madden says of the stars, who play British retirees, each in crisis, whose lives are changed by the unexpected situations they find at the Best Exotic Marigold Hotel in India.

Start with the lovely Judi Dench, as Evelyn, a bereft new widow. Madden directed Dench twice before -- in "Her Majesty, Mrs. Brown," for which Dench was nominated for an Oscar, and in "Shakespeare in Love," for which she won one.

"She and I obviously have a very special relationship," says Madden. The two have remained good friends since "Mrs. Brown" in 1997, so it's no coincidence that Dench joined the film when Madden did. "She was always the target for that role," he says.

Then there's Maggie Smith, as Muriel, who has recently gained a new generation of fans with her wicked work as the Dowager Countess on "Downton Abbey." "I've never worked with [Smith] before, but obviously she's an icon," says Madden. "She's wonderful."

And now, although he is speaking specifically about the cast, the story of how "Marigold" was made begins to unfold. Although the film is based on the novel "These Foolish Things," by Deborah Moggach, the book was just a starting point. Madden was approached by producer Graham Broadbent three years ago to work on the film, but he could not, due to other commitments. After two other directors came and went -- "As often happens, that didn't quite come together, or they couldn't get it greenlit at the right moment," Madden says -- he returned to the project.

"By the time I came back on to it, [writer] Ol Parker and I sort of deconstructed the script completely and built it again from the ground up; we were writing for the actors we knew who were playing in it. Maggie's part transformed, really, at that point."

Transformed beautifully, it must be said. As one of the best-rounded characters, Smith's Muriel undergoes a richly satisfying metamorphosis.

Tom Wilkinson also surprises as Graham, a high court judge whose impulsive move to India makes perfect sense when we find out the details. "This is my fourth film with Tom, so I know him very, very well," says Madden. "He's just a genius, and extraordinarily versatile -- he played four different roles in those four films."

Wilkinson's character is not in the book and was invented for the screenplay, "so it's quite a new strand in the story," says Madden.

Bill Nighy plays Douglas, half of a cash-strapped, bickering couple, who begins to soar in India. "I have always wanted to work with him," says Madden. "Bill was very attracted to this because it's not the kind of thing he's normally known for, and it's a really fantastic performance from him."

Madden calls Penelope Wilton (also of "Downton Abbey") "a completely brilliant and very underrecognized film actor. She's a very well-known stage actor in the U.K., and she is every actor's favorite actor. Judi and Maggie both adore her and admire her."

Madden says Wilton's role as Douglas' wife, Jane, was "written around her" once she was hired. And the role is a tough one. "She's obviously the grit in the oyster and a sort of tragic character who nevertheless finds her way to a kind of redemption at the end, although not the obvious kind," says Madden. "I think it's a more interesting story, the one they have."

Celia Imrie plays Madge, who is looking for her next husband and is not above impersonating Princess Margaret to meet a rich one. Imrie is "just an actress we all know and love," says Madden. "She's got a marvelous quality." And so she does, illuminating the screen with her sauciness.

Madden takes particular pride in the performance of Ronald Pickup as aging roue Norman. "He's an actor I've always known and always loved, and in England he's mainly known as a stage actor and for television somewhat," says Madden, who cast Pickup as Gwyneth Paltrow's father in a 2002 London stage production of "Proof."

Because of that work, says Madden, "I knew him very well. I was determined to get him into this, and obviously the studio didn't know him, so I had him read with me so that they could see him. I'm very, very happy I won that one. He's brilliant."

Finally, Madden calls the casting of "Slumdog Millionaire" star Dev Patel as hotel operator Sonny "just an incredible stroke of luck. We could have cast anybody in that role, but Dev turned out to have a spectacular kind of comic talent that I don't think anybody necessarily knew about. He's got a wonderful sincerity and appeal about him. He's a gifted physical comedian."

The Indian cast, which includes Lillett Dubey as Sonny's take-charge mother, Mrs. Kapoor, and Tena Desae as Sonny's beloved Sunaina, "all, strangely, have very similar backgrounds to the British cast, because they are all stage actors who also work in films, as most Indian actors do," says Madden. "So it's a pretty great cast in my view."

He also includes India, which the cameras capture in all its teeming, colorful, chaotic glory, as a vital character that upends the lives of the retirees.

"The country, in all its weirdness and madness, is a long way from the guidebook version of India," he says. "The guidebook version of India is not wrong, either -- it's just that they tend to emphasize the peace, the serenity and the spirituality, but the other side of India is the extraordinary open, very human side, this incredible energy that the film hopes to capture. It's total chaos, and somehow or other the place functions. That's so exciting from a filmmaker's point of view, because it's visually so stimulating."

Madden says he enjoyed shooting the film on location in Udaipur, south of New Delhi.

"I loved the country, I loved everything about it, and you can't point the camera anywhere without something interesting being in the frame. It's just amazing."

Although Sonny and Sunaina, in their 20s, have a traditional love story with some twists, most of the plot centers on the lives, loves, hopes, ambitions and needs of the ensemble cast, who range from their early 60s through their late 70s.

"I'm not professing that 23-year-old males are going to be running in to see this over 'The Hunger Games,' but in the U.K., it beat 'John Carter.' Not that that's necessarily any great triumph," says Madden with a chuckle.

The target demographic for the film, which has opened worldwide, may have started out as "the age range of the people whose lives the film reflects," but, says Madden, "we have found that it plays beyond that generation very substantially. The demographic that it's playing most strongly to is the one whose parents are the age of the characters."

There's a universal appeal to the plot, says Madden.

"The younger people who are going to see it are very beguiled by the film because the characters are thrown into a situation where all the assumptions people make about old people are overturned -- and people make all sorts of assumptions about old people, that they're crabby, or difficult, or isolated, or defensive, and whatever they are, they're a problem or an obligation."

Besides the love story of Sonny and Sunaina, another, unexpected one develops between "two people who back into each other without even realizing that that's going on," says Madden. "I think humor charms, and because the film is funny, we know that it's pulled in a much younger audience than we ever imagined we'd get. Once people go and see the film, it's starting to generate its own audience through word of mouth."