Pic to lense in Italy June 1

October Films has acquired the U.S., Canada, U.K., Spain and Latin American rights to the period drama “Up at the Villa,” in which Sean Penn has signed to star opposite Kristin Scott Thomas.

Belinda Haas wrote the script and Philip Haas will direct. Pic begins shooting in Italy on June 1.

“Villa” is set among the British and American expat community in Florence in 1938. A British widow (Thomas) enters into a relationship with an American man (Penn) after confiding her guilty secret to him.

Pic will be produced by Mirage Enterprises’ Sydney Pollack and Buckeye Entertainment’s Stanley Buchthal.

Intermedia Films is financing the $11 million pic and is handling worldwide distribution outside the October territories.

Intermedia principals Guy East and Nigel Sinclair will exec produce.

“I have long admired Philip and Belinda’s work, which combined with the phenomenal acting talents of Kristin and Sean, will make this romantic tale come to life,” said October co-president Scott Greenstein.

“Villa” is the second Intermedia pic October has acquired in as many months. At the end of March, October acquired U.S. rights to Intermedia’s Jacqueline Du Pre biopic “Hilary and Jackie,” which stars Emily Watson.

Intermedia and Mirage’s last co-production, “Sliding Doors,” is being handled by Miramax in the U.S. theatrically, and by Paramount on television and homevideo.

Universal, which owns 51% of October, will handle the U.S. ancillaries on “Villa.” October will distribute the pic in Spain and Latin America via U, although U.K. distribution remains undecided.

The Haases’ last film, the erotic drama “The Blood Oranges,” is being distributed worldwide by Trimark Pictures. Scott Thomas also starred in their previous pic, “Angels & Insects.”

Penn is coming off shooting the indie film “Hurly Burly,” directed by Anthony Drazan and financed by Storm Entertainment. He last starred in Oliver Stone’s “U-Turn.”

CAA repped Mirage and Intermedia in the deal. October’s end was negotiated by senior vice president of business affairs Avy Eschenasy.

Penn is repped by William Morris Agency’s Brian Gersh.

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