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For 20 years, he wanted to make a movie about the Holocaust, but wasn't sure what approach to take. He finally found a good basis for the project in a novel called Wartime Lies, which he adapted as the screenplay Aryan Papers, but he still figured he needed to study up on the subject to make the film work. He and his assistant spent two years doing this research full-time. During the same period, Steven Spielberg went through the entire pre-production, filming, and release of Schindler's List. Getting beaten to the punch was one reason Kubrick ended up abandoning the project, but he had also become deeply depressed from poring over the topic for years on end (can't imagine why), and was relieved to discard it.

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For a film he planned about the life of Napoleon, Kubrick arranged to use 50,000 soldiers from the Romanian army -- 40,000 infantry and 10,000 cavalry. He wanted full-scale battles, and CGI wasn't an option, so that was what he'd have to go with. With a cast this large, even dressing them would be a huge expense, so he figured out how to make their uniforms out of paper. He got 276 books on Napoleon. He filled a cabinet with index cards chronicling every day of the man's life. He sent staff through Switzerland, Germany, France, and the UK for two years of research, amassing over 10,000 photos of possible filming locations, plus another 10,000 slides of imagery associated with Napoleon.

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One little problem: He didn't actually have the green light from any studio before doing all of this. He only had a pre-production deal -- that is, an agreement to produce a budget and a schedule. So he had no guarantee that this would come together as a film at all. And it didn't, when MGM decided not to go forward. He managed to use at least some of his research for Barry Lyndon, which wasn't about Napoleon, but took place at roughly the same time. Still, all the prep couldn't keep that shoot from stretching to an insane 300 days.