In a performance sure to turn heads, Penélope Cruz takes on her first English-language starring role as the magically talented chef, Isabella in WOMAN ON TOP. With over a dozen films to her credit, and already a superstar in her native Spain, the young beauty can currently be seen in Pedro Almodovar's Oscar®-winning film "All About My Mother (1999)." Now, with the release of WOMAN ON TOP and upcoming films that will pair her with Matt Damon, Johnny Depp and Nicolas Cage, she is poised to become a star in the U.S. as well.

Fox Searchlight Pictures presents an Alan Poul Production WOMAN ON TOP starring Penélope Cruz. Directed by Fina Torres, written by Vera Blasi, and produced by Alan Poul, the movie also stars Murilo Benício, Mark Feuerstein and Harold Perrineau Jr. The co-producer is Nancy Paloian-Breznikar and the executive producers are Bronwen Hughes and Fina Torres.

WOMAN ON TOP features: Harold Perrineau Jr., who stars in HBO's acclaimed series, "Oz," and whose numerous film credits include "Romeo + Juliet (1996)" and "Best Man, The (2000)"; Mark Feuerstein, who is currently co-starring with Tommy Lee Jones and Samuel L Jackson in the hit film, "Rules Of Engagement (2000)," and who has appeared in such films as "Muse, The (1999)" and "Practical Magic (1998)"; and Murilo Benício, one of Brazil's top young television and film idols.

WOMAN ON TOP was directed by the award-winning, Venezuelan-born Fina Torres . Says the filmmaker, "What first hooked me to this movie was that it starts out in Bahia, on the northeastern coast of Brazil. Bahia is one of the culturally richest and most colorful areas in Latin America. It is a mythical place that combines very strong African roots with its history as the colonial capital of Brazil under the Portuguese. It is a place with magnificent architecture and literature, wonderfully original music and food, and the most incredible sense of humor."

"In Venezuela, where I am from, we are also a blend of African, Iberian and Native Indian cultures, and have similar roots in our food and music. At the same time, Brazil was a whole new world to discover. This film was a unique opportunity to show off the fun and the power of Latin American culture."

The story was a perfect match for Torres. Her two previous features - the 1985 "Oriana (1985)" (winner of the Cannes Film Festival's prestigious Camera d'Or award for first-time directors) and the 1993 "Mecánicas celestes (1993)" (released in the U.S. in 1996, after garnering several festival awards) - were both stories about women who had to leave the places they knew in order to find their place in the world. In fact, this has been a theme in Torres' own life: she left her native Caracas to follow her dreams to Paris, one of the Meccas of the artistic and intellectual world, where she studied filmmaking.

"Changing countries is a thing that I love to put in my movies," says Torres. "It is a kind of initiation. When you move to another culture, you learn that reality is much more complex than you thought, that there are other ways of looking at it. It changes you; you become more open-minded, more universal. Also, clashing cultures is a great source for comedy. When Monica is trying to teach Cliff how to feel like a Brazilian man in order to seduce a Brazilian woman, everything that Cliff has ever believed has literally got to be thrown out the window."

"One of the most interesting things about doing this project," continues Torres, "was that, from the moment I met the writer of the script, Vera Blasi, we immediately felt like artistic soul mates." Agrees Blasi, "Fina and I both left our native countries, and had to learn a new language. We think alike, have the same sense of humor, and shared a vision of what the movie should be. It is very rare that a writer has the chance to work with a director who shares her sensibility."

Indeed, the collaboration between the director and writer took an unusual turn. Torres relates, "When I was first given the script to read, I intuited right away that it was rooted in the real experiences of the screenwriter, and I wanted to know more. As we started working together, I dug further and further into her background. Vera is Brazilian, and had drawn from her own life to tell the story, so she became my most important source of inspiration. Little details about her life, like lullabies she remembered, her relationship with her childhood Nanny, or her family photo albums, all helped me to refine the image of a truly Brazilian girl."

Key elements in WOMAN ON TOP derive directly from Blasi's life. Beyond the fact that she spent much of her childhood and teen years going back and forth between Brazil and San Francisco, "I have very bad motion sickness," laughs the writer, who penned the script during her last year of study at The American Film Institute. "Of course, I exaggerated to make it funnier. I also like to cook. In Brazil, food is a very important part of the culture; and having a couple of good meals every day is essential to life. My mom is a very good cook, and she taught me. In fact, several of the recipes in the film are either her creations - like the recipe for fried bananas - or her interpretation of typical Brazilian dishes. I've always got something going on the stove when I'm writing. It relaxes me."

To play the role of the movie's culinary magician, Isabella, director Torres chose one of international cinema's most compelling young talents.

"I knew I needed someone very sexy and very sensual, because Brazilian women are like that. But at the same time she had to be fragile, innocent and delicate," Torres explains. "To find these elements in one woman is difficult because when they are very sexy, either they don't look so innocent, or it's a fake innocence."

"When I read the script, I said to myself that the only actress I knew in the world who could do this perfectly was Penélope Cruz. She has something of Audrey Hepburn, mixed with the sensual quality of a Latin woman. She's also very spiritual - which is another key element of the character - and always elegant."

In addition to applying her natural talents, playing the character of Isabella required some study for Cruz; the actress had to take a crash course in cooking to get comfortable in the kitchen.

"When I was a vegetarian, I was cooking everyday because it was more difficult to eat out and not be able to eat meat, though now, I'm working so much I don't have time to cook," says Cruz. "I took some cooking lessons before the movie started and it was beautiful. I had such a great time that when I go back home to Madrid, I want to go to school again and learn how to cook well - because I can't do as many things as Isabella."

While learning to be a better cook is an added benefit to starring in WOMAN ON TOP, Cruz is delighted to be in this movie for other reasons, as well.

"I always wanted to do a movie like this because it's about magic," says the actress. "In food, in love and sex and friendship, magic is there and you just have to be able to see it. It's not there all the time, unfortunately, but when it comes, it's amazing. And this movie talks about that; it talks about the moments of magic in life."

Cruz is moving into the limelight in America. So far this year, she has already graced the covers of magazines from Vanity Fair to GQ, and has attracted critical acclaim for her performance as a nun with AIDS in Pedro Almodóvar's Oscar®-winner "All About My Mother (1999)." Still to come, following the release of WOMAN ON TOP are Billy Bob Thornton's "All the Pretty Horses (2000)," (with Matt Damon), and two new productions, Ted Demme's "Blow (2001)" (with Johnny Depp), and John Madden's "Captain Corelli's Mandolin (2001)" (with Nicolas Cage).

Though stardom is not new for Cruz - she has been one of the top movie stars in her native country for nearly half her young life - the actress sees vast differences between the American and European star-making machinery.

"The concept of a movie star, I don't think that exists in Spain," Cruz explains. "We have a big industry, but not like in the United States. Over there, there are actors who work, and there are successful actors, but the concept of a star is something very different and I don't think it's necessary to have."

"I am very fortunate because I have been able to work since I started acting eleven years ago. I have been able to do the movies I want to do and work with the best people on the best projects. It's a huge privilege to be able to wake up in the morning and do the thing you want to do and spend your time and energy on that."

Working with director Torres provided a wellspring of energy for the entire cast.

"Fina is great because she really knows what she wants - from the color of my sneakers to the cut of my hair," says Benício. "She goes up and down the set and moves bottles to make a nicer shot. She is very attentive to details and involved with everything that goes on."

Another special ingredient that Torres has added to the mix in this movie is surrounding her leading lady with an eclectic cross section of leading men.

In the role of Isabella's husband, Toninho, Torres cast one of Brazil's most popular young actors, Murilo Benício. Toninho is a fisherman, a restaurateur, a troubadour and a magnet for the ladies who frequent his cafe. But he discovers that of all the things, which define him, being married to Isabella is the one thing he can't live without.

"Toninho is a boy who is about to become a man," says Benício. "He makes a mistake that costs him his marriage and he learns to be a man by going after his lover. He gives himself over to the romantic nature in him. And in doing this, in being able to say 'I'm sorry' to the woman he loves; he is able to grow as a man."

Getting Isabella back becomes Toninho's sole mission, and he leaves everything else in his life to pursue it with a passion. When he and his band of troubadours show up in San Francisco to serenade his wife, it is only the beginning of Toninho's awakening to the magic of true romance.

"What romance is for a man, I think, is when he can give a little of himself to a woman," Benício relates. "I mean, I love flowers. When I am alone in my hotel room, I have a room full of flowers. But that does not make me a romantic; real romance is not flowers and singing songs. It is being sensitive to a woman, understanding a woman. I think this is what Fina has put into this movie that I love: the way Toninho learns to be open to life finally allows him to be open in his heart with Isabella."

Vying for Isabella's affections is the young television producer, Cliff, played by Mark Feuerstein. Where Toninho is aggressive and romantic in his pursuit of Isabella, Cliff waits in hope that she will come to him out of gratitude for all the things he is doing for her.

"Cliff is like a second version of Toninho," Torres laughs. "He thinks he's in love with Isabella because she's beautiful and she's the key to his successful show, but I think that Cliff has an identity problem."

"Cliff is basically possessed by this woman," the actor explains. "He - and about 1,000 other guys - follow her to this cooking class where she mesmerizes us with her brilliance. Cliff is also desperate for a show to fit a local 7:30 time-slot opening and he decides, 'This is perfect. I'll create a cooking show with her as the star.' But ultimately, when the networks come calling, he's forced to choose between his desire for her and his need to sell her out to become a successful producer."

Isabella's most loyal and constant ally is her cross-dressing friend Monica - who also becomes her comic sidekick on the cooking show. The relationship that Isabella has with Monica is as close as if they were sisters - despite the physical boundaries that might appear to inhibit that.

"The relationship between these two friends is so beautiful because it's full of truth," says Cruz of the bond her character shares with her flamboyant pal. "It's like the relationship I have with my best friend: we kiss, we sleep together, we are in the bath together. All those things are so natural between women friends. Men don't understand this. So, Monica is a woman. In her heart, she is all woman. The movie is very brave in the way it deals with many things like this, I think."

Monica is played by Harold Perrineau Jr., who has appeared in films such as "Best Man, The (2000)" and "Romeo + Juliet (1996)" has also, since 1997, garnered rave reviews as the wheelchair-bound narrator of the searing HBO prison series, "Oz." The chance to play "dress up" and vamp for the camera was just too much of a treat to turn down.

"I'd been playing some characters who were full of humanity but in a very different, much more serious way," the actor notes. "Monica is so light and fun. Her life is just so full of fun and creativity, who wouldn't want to come to work every morning and be that person? So, I'm in a dress, so what? My dad will get over it. He'll love me for it later. Dad, we'll talk, okay?"

The portrait of two girlfriends who had been drawn together by their quirky, but endearing differences from other children, was created not only by the actors but also by some of the artisans working on the film. The costume department was only one example of how the production team worked in concert to sustain this cinematic vision.

"Making movies, especially working with a director as creative and spontaneous as Fina, we invent every day," recalls French costume designer Elizabeth Tavernier. "One day, I was looking for something to make for Monica to wear. I thought that maybe it should look like something she might steal from Isabella, you know, in the way that close friends borrow things from each other. But she wouldn't fit in one of Isabella's dresses; she is much bigger."

"So, I wondered how to connect the two of them, you know? Then I remembered Isabella's wedding dress. What use does she have for it now? So, I borrowed the petticoat from Isabella's wedding dress to make a dress for Monica. Now, when we look at Monica in that dress, we think maybe we have seen it and the two friends could have exchanged it - the way they exchange so many small things. And that makes it more real."

Interwoven with these efforts to create reality, elements of enchantment pervade the film as they do all Torres' movies.

"Latin culture is influenced by the reality of magic in everyday life," notes Torres. "There is the one reality settled upon by society and this other crazy reality that is part of our daily routines - and they are together, all the time. There are no borders, no boundaries that separate them. That is why, for example, the president of a big company I know visits with a witch doctor every day to check how things are going."

"There are three rooted cultures in Latin America: African, Indian and European. We are all influenced by these - and the magic is a part of all these. We don't necessarily take it so seriously but we accept it as just another option."

The Brazilian worship of Yemanja, the sea goddess, provides a recurring ingredient of mysticism in the film. Introduced to South America mostly by slaves from Nigeria, it is particularly significant to Brazilians living in the northeast whose livelihood is dependent upon the bounty of the ocean.

"Yemanja is a very important goddess in Brazil - especially in Bahia where Isabella and Toninho live - because she watches over all the oceans and the fish," explains Benício. "Even I made an offering to her one night when we stopped shooting. I got a little boat and filled it with flowers and sent it to her, asking for peace and good luck for the movie. It's a very real, very important thing for us."

"You honor and make your appeal to Yemanja by offering her your favorite dishes," adds Blasi. "You also worship by singing and dancing, but food is an important part of the ritual." And, notes Torres, "Believe me, we did not make this film without making many gifts to Yemanja."

With all of its Latin American flavor, WOMAN ON TOP is the director's first English-language picture. "Fox Searchlight Pictures proposed this film to me, and I accepted very quickly. Not only did I love the script, but the possibility of working in Hollywood was the most incredible opportunity of my life." But Torres had one big reservation with the original version. "All of these Brazilian characters were speaking to each other in English which, it seemed to me, was unrealistic, and perhaps a bit dated. The way I got around that was to make Monica the narrator, and to tell the story through her. Problem solved."

Ultimately, for the director, WOMAN ON TOP is a film about finding your way in the world as a woman. "Women need to find a way to juggle career, love, the expectations people have of them, without being miserable in the end."

The production assembled a stellar group of international artists behind the camera. These include award-winning cinematographer Thierry Arbogast ("Fifth Element, The (1997)," "Messenger: The Story of Joan of Arc, The (1999)"), production designer Philippe Chiffre who won this year's French Cesar Award for "Rembrandt (1999)," Oscar®-nominated editor Leslie Jones ("Thin Red Line, The (1998)") and veteran costume designer Elizabeth Tavernier ("Place Vendome (1998)").

Torres mixes these talents together with one of the film world's hottest young actresses, a sexy supporting cast, the colorful cultures of Brazil and San Francisco, and garnishes it all with pinches of laughter and spoonfuls of fun to cook up a uniquely tasty dish.