Exclusive: U.S. producer Avi Lerner is teaming with Italian director Giuseppe Tornatore on “Leningrad,” an English-language epic about the 900-day Nazi attack on the Russian city during WWII.

Long in gestation, “Leningrad” marks one of the biggest productions that we have done so far,” Lerner said, pegging the budget at $100 million.

Lerner, who is developing the project through Millennium/New Image, said he is in talks with prominent U.S. actors to play the two major parts in the story.

Lerner added that he is in negotiations to sell distribution rights to a Hollywood studio.

Plan is to start shooting in December 2012.

Even though the topic is troubling and downbeat, Lerner and Tornatore want to ensure that it has enough hope and humanity to lure audiences. “We have had discussions about the screenplay with Tornatore,” said Lerner. “We have agreed to make it more upbeat.”

The siege of Leningrad, the Russian city now known as St. Petersberg, was one of the longest and most destructive sieges in history and one of the most costly in terms of casualties.

Tornatore is expected to shoot a smaller Italian movie before “Leningrad.”

“Leningrad,” which has been Tornatore’s dream project for years, would mark the second English-language foray for Tornatore after “The Legend of the Pianist on the Ocean” which New Line backed in 1998.

Tornatore won the foreign-language Oscar in 1989 for “Cinema Paradiso” which established his international cachet.

His most recent pic is $40 million Sicilian saga “Baaria,” mostly shot in Tunisia, which opened Venice in 2009.