Aronofsky originally planned to direct "The Fountain" on a $70 million budget with Brad Pitt and Cate Blanchett in the lead roles, but Pitt's withdrawal and cost overruns led Warner Bros. to shut down his production. The director rewrote the script to be sparser, and was able to resurrect the film with a $35 million budget with Jackman and Weisz in the lead roles. Production mainly took place on a sound stage in Montreal, Quebec, and the director used macro photography to create key visual effects for "The Fountain" at a low cost.