'The Prisoner' Remake Mysterious Even for Co-Star

Taking risks has always been Hayley Atwell's favorite game. She made her film debut playing the female lead in Woody Allen's "Cassandra's Dream" and joined Matthew Goode for a movie revamp of the much-loved mini-series "Brideshead Revisited."

For her next role, Atwell is taking on another TV institution: the 1960s cult classic The Prisoner starring (and co-created by) Patrick McGoohan.

Atwell will join Jim Caviezel (in the McGoohan role) and Ian McKellen in a six-part mini-series remake of the show for AMC, which is expected to air early next year, long before director Christopher Nolan gets his big-screen version off the blocks.

No ordinary sc-fi chiller, The Prisoner starred McGoohan as Number Six, a Cold War-era British spy who, after his resignation, is banished to a mysterious seaside village where he's forced to endure attempts at brainwashing and mind-control.

"I still didn't see the original series but I just ordered a copy because I want to understand what it's all about," says Atwell, 26. "I want to get a sense of what they were doing on the show because the script [for the mini-series] is a bit confusing. There's so much abstract action and flashbacks."

Atwell is playing "the love interest" but - surprise, surprise - her character is not exactly as she seems to be. "Initially, my character appears as a woman with one name and then she appears again in the village as a blind woman with a completely different name," says the actress. "To me, the whole series feels very Jungian. It's almost as if we're dealing with archetypes of the collective unconscious rather than characters in a physical story."

Before leaving to shoot The Prisoner in Cape Town and Nambia, Atwell is helping promote her late-September film "The Duchess," which co-stars Keira Knightley as Georgiana, Duchess of Devonshire, who was Princess Diana's great-great-great-great aunt. Atwell plays Georgiana's best friend - and eventual lover - in the period flick.

During filming at Kedleston Hall in Derbyshire, Atwell and Knightley became roomies in hopes of fostering a friendship. They went to dinner together and talked for hours before filming their love scene.

Asked about cuddling up to Knightley, Atwell says, "It was very sweet. The poor woman. My character has to seduce her character so it's me doing everything to Keira.

"She's so tiny so you keep thinking, `Is this appropriate? Does she feel really uncomfortable?' But she was so much fun to work with."

Before shooting the scene, director Saul Dibb closed the set to visitors, which helped relax his actors, at least a little bit.

"Actually, all Keira and I could think about was that, ultimately, no matter how much people liked the movie, the only scene they're going to care about - and the one that's going to end up on YouTube - is our love scene."

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