Filmed primarily in New York City, with additional scenes shot in Los Angeles, "Zoolander" takes place in a highly stylized Manhattan consisting of awards shows, cutting-edge nightclubs and multi-million dollar Soho lofts. This glamorous, slightly skewed world, in which fashion meets fantasy, was created by production designer Robin Standefer and costume designer David C. Robinson.

Standefer draws a parallel between the look she designed for the film and the layout of a fashion magazine. "Rather than have a unified design scheme," she explains, "we opted for something that would be jarring, rather than flowing from one space to another, much like the layout of Elle or Vogue. You turn a page and go from a great ad to editorial space and back again, constantly bombarded by rich imagery. That was an important conceptual way I looked at this: 'Let me create a fashion magazine on film!'"

Standefer continues, "I wanted the film to hold together visually, which it does. Ben had a lot to do with that because he really pushed me in a very creative way. He constantly wanted to get to high fashion, to keep it very clever and funny, to keep turning the channel. He'd say, 'Yes, but we've seen that before. Let's try something else. ' He's a perfectionist: tough and strong in a way I really appreciate. When a director does that to you, your work goes right to another level. "

The production designer chose some unusual locations for the shoot. For the film's climactic scenes surrounding the "Derelicte" fashion show, which takes place in a subway tunnel, she found a huge abandoned power plant in Long Island City, across the East River from midtown Manhattan. "Even though it's grungy," she says, "it's also like a cathedral. It functioned beautifully, especially with the addition of columns and a very cool, greenish color that predominated. I love to transform industrial spaces like that, but to be really respectful of what they have to offer, to play with the ghosts of what might have been there. "

For the sequence at the day spa run by Mugatu, the elusive designer titan who finally hires Zoolander, Standefer went in a different direction. "Ben wanted something different from the traditional all-white day spa look," she says. "We imagined it was underwater, since Derek was going into a relaxation mode. I suggested metal, because there's something very antiseptic and clinical about metal. Some rooms have very pale white walls, while the massage room, hallway, practice room and relaxation room are clad in metal. "

Standefer also got to design one of the most bizarre sets of her career: the "Soil Room" in Hansel's cavernous loft. It's the place Hansel retreats for meditation (and, perhaps, more carnal activities) with a floor made entirely of earth. Standefer planted grass around the room's perimeter, and strung thousands of glass beads from the ceiling, giving the feeling of an East Indian palace, adding to its intimacy. And how does one get all that soil into a fifth floor loft? "We filled a mini-backhoe with dirt downstairs," explains Standefer, "brought it up in the freight elevator, and dumped it into the room. "

Costume designer David C. Robinson considered the film a dream job, allowing him to mix glamour with utter outrageousness. "It was great to do a comic spin on the fashion world," he says. Yet we didn't want it to be just silly, but really reflective of fashion. There's the goofy stuff, and then there's another layer for the fashionistas, who can look at the movie and say, 'Oh look, it's the Burberry Plaid,' or 'Oh, it's the snakeskin suit from Cavalli!' I knew I'd scored when not only (fashion consultant) Gab Doppelt would laugh, but also the crewmembers. That's what I was after: getting the humor in both places. "

"You can't outdo the fashion world," says a realistic Ben Stiller. "You look at some couture shows, and they're really out there, so you can't get bigger than what's already there. It was a question of matching that, and to have a real sense of the humor in the outfits. Derek's specific style was more of an old-school model, with suits and collar shirts, like an early '90s feel. Hansel was much more about crunchy granola/extreme sports/grunge-model stuff. Robin Standefer and David C. Robinson worked closely together to make sure the clothes would really pop. "

In the spectacular "Derelicte" fashion show, Robinson and his staff outdid themselves, creating bizarre apparel from a somewhat unusual source. "We collected garbage for weeks," he says with a smile. "We went picking through our trash saying, 'Oh, look at this! It would be perfect!' I went to the flea markets on weekends, and got beautiful pieces of antique garbage, like an old doll from the thirties, which we pinned to one of the coats. There are a few flashes of beauty among the old wrappers and cigarette butts. "

Robinson worked closely with Ben Stiller on all fashion choices in the film. "Once we started shooting, Ben the director was gone; I would meet with Ben the actor," he says. "In prep he had totally been the director, and it was very collaborative.

Robinson continues: "Although this movie is about the fashion industry, in which vanity is the most conspicuous personality trait, we had, fortunately, a group of actors with no trace of vanity. Will Ferrell would have gone anywhere with us. At one fitting, I said, 'Will, maybe we'll cut an 'M' for 'Mugatu' out of the butt of your pants. ' And he said, 'Okay!' We never actually got around to that, however. "

Model and actress Milla Jovovich was, for Robinson, heaven to dress. "Because she's an actress and wants to be the character, you get that collaboration, which I love. She's also a model who understands how to wear clothes and how to make them work. She's unabashed by four-inch heels, or by something that squeezes her waist real tight, at which some actresses might balk. She can act in anything. She has a toughness that's inspiring, and it works for the character."

Robinson sees fashion icon Derek Zoolander as a "total look" kind of model. "He goes for the whole designer mouthful, like the snakeskin suit and matching suitcase he carries when returning to his family's coal-mining town. That was very much like a suit we saw in a runway show. How can you make fun of that? It's already there; it's so far beyond reality. Real fashion models would probably wear jeans and a Gucci T-shirt, but that's not Derek. "

Agent Maury Ballstein's magnificently vulgar running suit outfits were Robinson's original creations. "Oddly enough," says Robinson, "those running suits now are nowhere to be found. We did them all ourselves. It was great for Jerry Stiller, because all that stuff was so comfortable!"

Jerry Stiller admits lapsing into shock when he first saw his Maury wardrobe. "Everybody commented about those outfits!" Stiller exclaims. "Maury's an older guy who's married with a family, but he still has a need to stay young, or at least feel young. He flaunts that by wearing what he thinks the kids wear, and dying his hair. What betrays him is the hair on his chest, which he can't dye!"

The film's shooting schedule took place in New York during the 2000 fall fashion season, permitting Ben Stiller to film the key opening sequence where the entire "Zoolander" phenomenon began: at the VH1/Vogue Fashion Awards at Madison Square Garden. Filming took place outside as celebrities arrived on the red carpet, and inside, where scenes of Derek losing "Model of the Year" were captured during commercial breaks.

Principal photography concluded with ten days of filming in Los Angeles. For the very last shot, a nighttime image of the Pennsylvania coal mine where Derek's father and brothers work, Stiller wanted the added touch of a dog wandering through the shot. Christine Taylor, whose scenes had long since wrapped, was called at home, late at night, by the second assistant director. "He said Ben really wanted to get Kahlua, our Chocolate Lab, into the shot!" says Taylor. "I was a little worried, because our dog is in no way, shape or form trained for movies. But Ben and I stood off-camera and called her back and forth, and she was so obedient! It was the most well behaved she's ever been, and we were so proud. "

"I'm pretty sure there's more to life than just being really, really good looking, and I plan on finding out what that is. "

What's the world's most famous male supermodel to do when he's dressed to kill and ready for action? How about stop an outrageous plot and become a model American hero!

Derek Zoolander has faced off thousands of persistent paparazzi and defended his title of Male Model of the Year for three years running without even getting his hair mussed. But now the world's most famous supermodel is about to prove he's not just an ordinary really, really good looking stud in snakeskin, he is about to prove he's a hunk to be reckoned with when he faces off the evil fashion underworld and gives his millions of adoring fans a real reason to cheer.

Following the success of blockbuster comedies "Meet the Parents (2001)" and "There's Something About Mary (1998)," Ben Stiller now turns his attention to the fashion industry with "Zoolander," an original comedy based on a 1996 VH1/Vogue Fashion Awards character he co-created with "MTV Movie Awards" writer/producer Drake Sather.

Paramount Pictures and Village Roadshow Pictures present in association with VH1 and NPV Entertainment, a Scott Rudin and Red Hour Production, A Ben Stiller Film, "Zoolander. " Starring and directed by Ben Stiller, the film also stars Owen Wilson, Will Ferrell, Christine Taylor, Milla Jovovich, Jerry Stiller and Jon Voight. Produced by Scott Rudin, Ben Stiller and Stuart Cornfeld, the screenplay is by Drake Sather & Ben Stiller and John Hamburg from a story by Drake Sather & Ben Stiller. Executive producers are Joel Gallen, Adam Schroeder and Lauren Zalaznick. This film is rated PG-13 by the MPAA for sexual content and drug references.

Paramount Pictures is part of the entertainment operations of Viacom, Inc. , one of the world's largest entertainment and media companies and a leader in the production, promotion and distribution of entertainment, news, sports and music.

Derek Zoolander's world is knocked off its axis when, anticipating his victory of a fourth straight Male Model of the Year Award, it is instead handed to the dashing hot newcomer, Hansel (Owen Wilson).

Facing the devastating reality that he is no longer the world's number one supermodel, Derek searches for a purpose in life and returns to his southern New Jersey roots to work in the coal mines with his father and brothers. Unfortunately, Derek's blue collar father (Jon Voight) is none too pleased to see him given the shame he feels concerning his son's unmanly profession. Rebuffed by his family, Derek returns to Manhattan where the now ubiquitous Hansel is more than he can take. The two stars engage in a modeling "walk-off" to determine once and for all the best runway talent, from which a mutual respect ultimately develops.

"Deep down, Hansel really admires Zoolander and looks up to him," says Wilson of his brash character. "When we become friends, I let my guard down and say how much I admired his work in the 'International Male' catalogue. " For Wilson, filming their characters' conflicts was not as easy as it appears on screen.

"The walk-off scene was uncomfortable for me because I literally have never danced in public, or in private," the actor confesses. "We had to break dance in front of seventy-five extras who were cheering and booing. "

For Derek, things start looking up when he gets his first comeback job from ultra-eccentric designer, Mugatu (Will Ferrell). Unbeknownst to him, however, the invitation is only made to lure him into Mugatu's fiendish plot.

"When Derek has this fall from the top, he's vulnerable," says Ferrell. "Getting him under my control to star in my new line of clothes is just a cover-up. "

Ferrell, the versatile "Saturday Night Live" comedian, has always pushed the envelope with a repertoire of eccentric characters, and the outlandish, platinum blonde Mugatu is no exception.

Ferrell elaborates: "Mugatu likes to wear corsets, which were real ones I had to squeeze into. It was insane. Once we stopped shooting, I was addicted to wearing corsets. The big bold decision though, was to dye my hair platinum blonde, no less than three times, as you'll see. A lot of people thought it was a wig. We created this crazy hairstyle and I couldn't cut it. So, half the season of "Saturday Night Live" I had to wear wigs to cover this big head of platinum hair. Total insanity. "

Mugatu is assisted by his beautiful cohort Katinka, played by Milla Jovovich in a rare comic turn. Aside from the loyalty to her high fashion boss and their evil mission, Katinka suffers severe repugnance for any off-the-rack department store apparel.

"She's a unique type of intolerant villain," says Jovovich with a laugh, explaining her character. "Snobbery doesn't begin to describe her attitude towards discount retail fashion. "

Trying to unravel the tangled plot, Zoolander is assisted by the diligent Time Magazine reporter Matilda Christine Taylor). After first writing a scathing article on Derek, the tough journalist eventually softens up to the dim, but naive icon.

"I like to call Matilda the straight man in this movie," says Taylor. "It's filled with many over-the-top, funny characters, and Matilda brings a sense of reality to that world. You need to have somebody who is a bit of an anchor; a voice of reason for the audience. "

Taylor has particular experience mixing comedy and fashion, having donned those '70s era mini-skirts in the two "Brady Bunch" features as the famously envied, "Marcia, Marcia, Marcia!"

In addition to his wife, Christine Taylor, who plays Matilda the Time Magazine journalist, Stiller ended up working with his immediate family, which is a quite talented clan, indeed. His mother, Anne Meara, plays a protester at the VH1/Vogue Fashion Awards. His sister, Amy Stiller, plays one of Hansel's fashion posse, and his father Jerry, plays Derek's long-time agent, Maury Ballstein. "My Dad has such a specific persona that so many people relate to, and he brought that to the character. He's very prepared, and he comes in with so many ideas," says Ben.

Watching the senior Stiller, it is hard to imagine anyone else in the role. He explains his venture into new territory. "At the beginning, I was very wary of what it would be like. When we first got on the set, I felt more nervousness than usual because I realized Ben was not only the actor I was working with; he was also the director. Then, when we started working, he said, 'Dad, would you do it a little faster?' And I realized he wasn't treating me any differently than anyone else - he was just using the word 'Dad. '"

In the role of agent Ballstein, a mentor to his narcissistic, naive client, Jerry realized he could bring his own life's perspective to the film. "It allowed me to become paternalistic and protective toward Ben's character - to be a shepherd, so to speak, to this lost sheep, this aberrant child in the world of high fashion. I was able to transform my own feelings toward Ben into this character. Maury is no different from the old-time agents I used to know when first starting out. They watched over their clients, making sure they weren't taken advantage of and exploited. These were guys who encouraged you to sit in their office with them, and just drink a soda or have a sandwich. They created benevolent relationships, which is how Maury treats his clients. "

During pre-production, Ben Stiller and Owen Wilson spent two days being photographed by Frank Ockenfels to create full model's "portfolios" for Derek Zoolander and Hansel. The competing supermodels posed in mock ad campaigns for Gucci, Perry Ellis, Tommy Hilfiger and Evian, as well as bogus magazine covers for GQ, Details, Rolling Stone, Surfer, American Way, ESPN and the International Male catalog. The photos appear in the film as various story elements, giving an off-kilter reality to a world in which the characters of Stiller and Wilson vie for the year's top modeling prize.

As Stiller explains, "We have fun with the fashion world in the movie, but in such a silly, cartoonish way, I don't think anybody could take it personally. For example, Details magazine was relevant because Derek considers it a much more news-oriented publication than Time. My hope was to make 'Zoolander' something you could relate to, even if you know nothing about the fashion world. "

"Zoolander" is peppered with cameos such as Garry Shandling, Gwen Stefani, David Bowie and Donald Trump. Many leading models and fashionistas who were also happy to spoof themselves, included Claudia Schiffer, Veronica Webb, Tommy Hilfiger, Tom Ford and Tyson Beckford.