Ang Lee came and went. So did the creator. Now "Homeland" producer Howard Gordon attempts to sell America — and the world — on his audacious Arab drama.

This story first appeared in the June 13 issue of The Hollywood Reporter magazine.

In the weeks leading up to the 2013 Academy Awards, Ang Lee had more on his mind than whether Life of Pi would land him his second Oscar. The 59-year-old director was being courted aggressively to make the big move into television.

A film director of Lee's stature would not be tempted by any old TV show, of course. It had to be something bold and ambitious, and it was. Written by the Emmy-winning producers of Homeland, Howard Gordon and Gideon Raff, the script borrowed the theme from the original Godfather story — a scion drawn reluctantly into the brutal family business — and situated it in an Arab dictatorship. Called Tyrant, it aimed to smash many taboos, among them the idea that a mainstream American audience never would go for such a complicated, politically charged subject set in a distant land.

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But given the track record of its writers and the buzz surrounding their script, a heated bidding war broke out, with FX outmaneuvering HBO. The producers wanted to add one last thing to further distinguish it from the crowded field of premium TV: a big-name director.

For two solid months, Gordon kept after Lee, meeting often to exchange extensive notes on the script. "I felt like I was dating the most beautiful woman in the world and trying to get her to marry me," says Gordon of the wooing process. Then, just hours after winning the Oscar, Lee finally signed on. "It felt like stardust had been sprinkled on this [project]," recalls Fox 21 studio chief Bert Salke.

That magical feeling would not last long. After half a dozen more drafts over another couple of months, the director went radio silent. While serving on the jury at the Cannes Film Festival, Lee had second thoughts. Famously meticulous, he decided he just wasn't ready to commit himself to a project as intense and demanding as Tyrant. "He called me one morning, and I could tell; I just had a feeling. And he said to me: 'I feel terrible. I've never done this before, but I really have searched my soul, and physically I'm tired,' " says Gordon. "It was heartbreaking. And the problem at that point was that you had Ang Lee, and now you don't."

Click the photo for portraits of the cast.

A creative endeavor on the scale of Tyrant inherently is messy, and the false start with Lee was just the first of many complications that have beset the multimillion-dollar production. Producers and writers have come and gone — including Raff — as they struggled to keep up with Gordon's evolving vision for the show. The replacement for Lee, David Yates, also from the film world (Harry Potter), had trouble with the transition to television. Casting proved a considerable challenge, with producers initially committed to landing a Middle Eastern star. And the entire production had to be relocated from Morocco to Israel, creating additional logistical difficulties, to say nothing of the looming political objections to producing a show about the Arab world in the Jewish state. Taken all together, it could make a great TV show about the difficulties of making great TV.

"I expected it to be hard," says FX Networks CEO John Landgraf, seated in his office on the Fox lot just weeks before the series' June 24 premiere. "But if you want easy, go to a channel that's just chasing after other people's work and ripping it off."

***

With less than two months to air, I meet Gordon on the Kfar Saba set, 10 miles northeast of Tel Aviv, where his relentless pursuit of perfection still has him tinkering with the pilot episode. Getting it right is key, as it needs to set up a dark, tense drama centered on Bassam "Barry" Al Fayeed, the younger son of a dictator who ends a self-imposed 20-year exile to return to his homeland — a fictional Middle Eastern nation that evokes countries such as Egypt, Syria and Libya — for his nephew's wedding. The reluctant homecoming leads to a dramatic clash of cultures as Barry, accompanied by his American wife and children, is thrown back into the familial and national politics of his youth. On this early May morning, star Adam Rayner (Barry) and his onscreen wife, Molly, played by Canadian actress Jennifer Finnigan, are reshooting the final scene, in which the couple and their two kids (played by Anne Winters and Noah Silver) have boarded a plane back home to the U.S., only to be halted in that process.

"It just feels weird," says Finnigan as she and Rayner attempt to get back into a head space they were in seven months earlier while filming the pilot in Morocco. Rayner agrees, suggesting that the scene "feels extra-fake" now. The scene's director, Michael Lehmann, a calming presence who joined the production in January, huddles with the actors. "What can I do to help you?" he asks, outlining the fragile emotional state that both characters are supposed to be in at that moment. By the third take, everyone is feeling more comfortable, and they continue a dozen more times before Gordon, dressed in his uniform jeans and T-shirt, emerges on the cavernous soundstage clutching a cup of coffee in one hand and a backpack full of scripts in the other.

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"What do we got?" he asks with excitement. The 53-year-old New York native has been up for much of the night taking another pass at writing episode four, set to shoot later that week, but you wouldn't know it by the energy he exhibits. As he settles in beside Lehmann at a pair of video monitors, he jokes that the director would prefer he stay in the writers room in Los Angeles: "I drive him nuts because I'm so anal."

It was at the nearby Tel Aviv Hilton two years earlier that Gordon first discussed the idea for Tyrant with Raff and Fox 21 chief Salke. At the studio exec's urging, Raff, now 41, a passionate Israeli who splits his time between L.A. and Tel Aviv, had sent him a three page synopsis for a series — titled Tyrant from inception — and he bought it on the spot. Says Salke: "I remember calling Rick Rosen [Raff's and Gordon's agent at WME], saying, 'Holy shit, did you see this?' " Adding an experienced, U.S.-based producer was critical, and Gordon was the natural fit: He has an intense curiosity about Middle East politics, a finely honed gift for complex storytelling and a history with Raff. Gordon immediately was on board. "It got me right under my skin," he says, "and I said, 'That's a f—-ing great idea.' "

After several attempts at the pilot script, first from Raff then from Gordon and executive producer Craig Wright, it was ready to be shopped. By that time, buzz was high, and FX and HBO execs were salivating. Both had lost out on Homeland — FX had passed, HBO never got a shot — and neither wanted a repeat of that. Although Showtime had a powerful incentive not to let rival HBO land the follow-up to its prized show, network chief David Nevins passed. He had reservations about the idea of pursuing a second Middle Eastern drama with Muslim themes.

Ultimately, FX was the most aggressive, agreeing to commit to multiple scripts and to begin production right away. Landgraf had spent years looking for a fresh approach to the Godfather story, and now he had one. "There may be a perfectly good reason why nobody has done a show about this material set in the Middle East, because we don't have any idea whether it'll work as commercial television in America," admits the network chief, "but it's an incredibly vibrant, potent subject."

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An L.A.-based writers room was assembled, and Gordon began working with Lee. Once Lee was out, his agency, CAA, quickly lined up Yates, another pedigreed film director, best known for helming the final four Harry Potter features. The casting process, meanwhile, wasn't as smooth. Although stars like Dominic West initially were proposed for the lead role of Barry, the producers wanted an actor who looked more authentically Middle Eastern. Egyptian-American actor Omar Metwally was considered, but there were concerns about his ability to lead a show. Running out of time, they were forced to broaden their parameters. Enter Rayner, 36, a little-known British actor with Ben Affleck good looks, who was playing a bad guy in an upcoming Taylor Lautner flick when he got the script. Although even his manager acknowledged the part — a "40-year-old Arab family man" — was a stretch, she had him send in an audition tape anyway. "My history as an actor is coming in at the last minute when they really just can't find anyone," jokes Rayner, adding that he's never "anywhere near the list" at the beginning of the process.

After meeting with Yates in London, Rayner landed the part. "Not only did Adam Rayner seem like he could be from the region — he looks strikingly similar to Ashraf [Barhom, an Israeli Arab actor who plays his brother, Jamal] — but also he had the charisma of a lead character," says Raff. As the pilot's mid-September start-date loomed, the cast largely was filled out by Middle Eastern actors, including Israeli star Moran Atias (Jamal's wife, Leila), with only a handful of Americans, including former Weeds star Justin Kirk (who plays a U.S. diplomat), mixed in. "This was an incredibly different casting process than has ever taken place on a mainstream American TV show," notes Salke. "But Tyrant is so much about a zeitgeist, real-world topic that everyone wanted it to feel real."

***

If they had it to do over again, the pilot likely would have been shot in Israel, but the idea was nixed in 2013 for the awkward political optics. Jordan and Turkey briefly were considered, as was California, which was vetoed because of high production costs that would have added as much as $1 million an episode. Morocco was chosen in the end because it had both a production community and an Arab population from which to cast extras. But without the infrastructure to build a proper soundstage, it quickly became clear that it was not going to be a permanent solution.

The challenges would extend beyond the pilot's locale, with concerns swirling almost immediately about Yates' directorial style. Accustomed to the big screen, he had failed to capture the close-ups that TV demands, relying instead on shots comprising two or three people. Although Landgraf praises the "formalistic beauty" of his work, he admits he considered not moving forward with the series when he saw the first cut. "It felt like it lacked intimacy," says the network exec. "It felt like [you were on the] outside looking in."

Gordon, forgiving to a fault until now, knew he would need to be ruthless if he had a shot of salvaging the show. He flew in an old friend from his X-Files days, Ken Horton, who was retired and living in North Carolina, and the two spent a week working tirelessly in an editing bay to dramatically recut the pilot. He would have to scrap the original writers room, too, which had struggled to churn out suitable scripts, in part because the focus of the series post-pilot was an ongoing question. Wright, exhausted by that trial-and-error process, would exit soon after.

And then there was Raff, with whom Gordon's partnership had unraveled during the year-and-a-half period. It had reached a point where their visions for the show were so different — Raff wanted to make a heightened family soap opera; Gordon felt that a family drama would need a political component to succeed — that a collaboration no longer made sense. Gordon's experience and U.S. network sensibility made him the clear choice to continue, though Raff still reads scripts and remains in touch with many of the actors. "I just felt at a certain point that my creative input wasn't being heard," says Raff, who since has turned his day-to-day focus to another Israel-set series, USA's Dig. "I had the option of either staying and arguing, arguing, arguing about the vision, or leaving the show in the very capable hands of Howard Gordon."

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There are few people in the television business with a better résumé or reputation than Gordon, who cut his teeth on The X-Files before establishing himself as a go-to producer on 24 and, later, on Homeland, which he and his Princeton pal Alex Gansa adapted from Raff's Israeli series Prisoners of War. (Given the demands of Tyrant, Gordon no longer is hands-on with Homeland, nor is he in the weeds with Fox's 24 reboot or TNT's upcoming Legends.) Those who have worked with him attribute his success — along with his eleventh-hour rewrites — to an almost unparalleled work ethic and phenomenally high standards. "He wants to hold everything very tightly," says 20th Century Fox Television CEO Dana Walden, who adds: "My role is to constantly push him to let go a little bit and suffer 10 percent of the perfection for picking up 30 percent of the benefit of [more] time in the process."

Although Gordon and Raff downplay any bad blood, those who know both men describe a clash in styles. As one source involved with Tyrant put it, "If you're the workaholic perfectionist (Gordon), the person who doesn't suffer from those attributes (Raff) is going to be very frustrating." Other sources point to differences in experience (AFI-trained Raff has no history running a U.S. show) and to lingering friction from Homeland, for which Raff often is credited as a creator despite having no day-to-day involvement in the Showtime adaptation.

By late November, Gordon had delivered a new version of the pilot that earned him network raves and a full-season order. Madison Avenue was enthusiastic, too, as were the normally jaded international buyers who got to see it at screenings beginning in February. "I haven't seen a reaction like that since we screened 24," says Marion Edwards, president of 20th Century Fox International Television, who is one of several who say it's the hottest project in the international market right now.

But before production on the series could begin in Israel, Landgraf needed to address one last concern. Seeing how much the show rested on the lead role of Barry, he wanted to make sure that unproven Rayner, restrained at Yates' direction, could carry the load. So Gordon, who also was eager to see what his key actor was capable of, wrote two extra scenes to be shot quietly in Los Angeles. Miguel Sapochnik, who was already working with the studio on Fox's Hieroglyph, was brought in to direct.

"I wasn't let off the leash in the pilot, and they needed to see that I could yell and scream. … I felt like I was being tested, and I'm sure I was," says Rayner, with Landgraf acknowledging that it was a lot to ask of the actor. "I wanted to see when he doesn't have all of that accouterment [he had in the pilot] around him and it's just him, can he handle it?" says the exec, adding of the outcome: "He can." In fact, the performance was so strong that while FX has no plans to air the footage, Edwards is using it as part of her sales pitch to international buyers.

***

After all of the trauma of its inception, Tyrant now faces what could be the hardest part of all — the reaction of the audience. It not only is a matter of ratings but also one of politics.

Although it's set in a fictional Middle Eastern country, Abbudin, all those involved recognize how critical it is to accurately portray the realities of the region. Sensitivities are such that ABC Family recently decided to scrap production on Alice in Arabia, another Middle East-themed drama, after outcry from the Council on American-Islamic Relations over "potential stereotyping" on the show. And on May 30, the same advocacy group put out a press release in which it requested a meeting with FX executives to "discuss community concerns about potential Islamophobic stereotyping" on Tyrant.

No meeting had been set with that organization at press time, but Gordon has been in regular touch with two others, the Muslim Public Affairs Council and Muslims on Screen and Television (MOST), a Muslim resource guide for those in the entertainment industry. For the showrunner, who explored similar themes on 24 and Homeland, consulting with scholars, experts and historians long has been an essential part of his creative process; on Tyrant, he has hired a Palestinian filmmaker to serve as a consultant on the Israeli set, too. "Starting with a person who is as responsible with the storytelling as Howard is put us all at ease. I don't know that we would be inclined to do this show with many other people," says 20th TV's Walden, who, with other execs from the studio and network, Gordon and his new writing staff, attended a roundtable discussion in April with five Middle Eastern activists and policy experts curated by MOST. The participants — two from Egypt, one from Syria and one from Iraq — met in a conference room on the Fox lot for the better part of two hours. During that time, many of them acknowledged that before watching the pilot, they had assumed Tyrant would be just another Hollywood portrayal of terrorists in a disaster zone. "In those 60 minutes, I noted more nuance when portraying the dictators than most major news networks have achieved in all their coverage," says Syrian American participant Hiba Diewati, who had been detained twice in Damascus for peaceful protesting against Assad regime crimes.

At this stage, MOST co-director Cynthia Schneider's only significant concern is that the series will catch flak for using Israel as a stand-in for a war-torn Arab nation, just as Homeland did when it used Israel for Beirut. But while Gordon actively is trying to find ways to film certain scenes in Jordan and to audition actors from the West Bank, he insists he had run out of location options that made sense for this series the way Israel did. "Somebody's going to find some reason, they always do, to be offended," acknowledges Gordon, "but we're still in the Middle East, and this place has the architecture, the faces, the music, the colors and the light that we need."

And as you turn off of a dirt road to the Tyrant set, you see what wouldn't have been possible elsewhere. In place of strawberry fields leveled in January are two 16,000-square-foot soundstages and a collection of production offices constructed in a staggering eight weeks. But like so much else in Tyrant's buildup, filming here hasn't been without hiccups. Although Israel has a mature TV community compared with neighboring countries, nothing of the show's size (a 300-member crew) or scope (a lavish palace set) has been tried. At just north of $3 million an episode, Tyrant is roughly on par with other high-end U.S. cable series but dramatically more than the typical $50,000 budget for an Israeli drama. There's been a meaningful learning curve for the primarily Israeli crew, too, which is still adjusting to such things as the last-minute nature of American production.

Add to that actors who are far away from home and struggling with all of the changes Gordon still is furiously making to their storylines. During the showrunner's two days on location in May, he sits with many of them individually, offering what he knows of the season's plan along with words of encouragement. But with Tyrant's premiere only weeks away, it is Gordon who's most in need of encouragement. He's feeling antsy and, despite all the positive buzz and support from FX, not at all content. "Sometimes I have to go through the exhaustion to appreciate what a great opportunity I've been given to tell a story that feels like it could be meaningful," he explains, his eyes heavy. "But right now, I'll be happy to have done it."