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John Madden, the Oscar-nominated director of Shakespeare in Love, says he is drawn to films that do more than one thing at a time – in other words, "movies that resist easy labelling." And it was both the emotional layers and myriad twists that drew the 62-year-old to his latest film, The Debt, whichhe describes as a thinking man's espionage thriller, as well as a psychological drama.

"Frankly, you don't come across many stories as compelling as this, where the stakes are this high. I suppose psychological thriller is the term you'd use to describe it," muses Madden, who was born in Portsmouth, England. "But this type of film used to be more common in the seventies ( Three Days of the Condor and Marathon Man) than they are now. Too often, I find films are separated into genres. You have dramas over here, and thrillers over there. And thrillers have to be about the thrills, and the emotional characters are left at the door."

The Debt, which stars Helen Mirren, Jessica Chastain, Tom Wilkinson and Sam Worthington, is a spy drama rooted in a botched Mossad operation in the mid-sixties, when three young agents (Worthington, Chastain and Marton Csokas) are deployed to track down the feared Surgeon of Birkenau (Jesper Christensen) in East Berlin. They allow the Nazi war criminal to escape and, for three decades, hide their mistake while being touted as national heroes in Israel.

In 1996, however, their secret begins to unravel, and the audience is introduced to the three now-retired spies (Mirren, Wilkinson and Ciaran Hinds), each of whom are riddled with guilt, emotionally wounded by their deceit, and trying desperately to figure out how to cover up and/or fix their massive blunder.

"I found it interesting that these agents are quite flawed," says Madden, whose film is an adaptation of a 2007 Israeli film Ha-Hov [ The Debt]. "These are not James Bond types, who can do anything. Often, I think these missions are slightly more ad hoc than one might imagine – 10-part fiasco and 90-part planning. This is a war espionage story where mistakes and moral choices are made, and the lines are blurred and confused. I think it's quite interesting to see a thriller that is deliberately so low-tech – where we barely see a telephone used, let alone a computer or a piece of surveillance equipment. It's just about human contact, and there's something startling and arresting about that."

The flaws and ambiguities of the leads also enticed the Aussie-born Worthington (of Avatar fame) to play Hinds's younger alter-ego, an emotionally bereft and anguished man who becomes an agent to right wrongs and find some inner peace after his entire family is slaughtered by the Germans during the Holocaust.

"John completely sold me on his vision of these three people who confront a monster but are then haunted for decades," said Worthington, 35, in an interview last September when The Debt, which is in theatres Wednesday, debuted at the Toronto International Film Festival. "He and I discussed the fact that a lot of young Mossad agents are very naive and almost idealistic. He told me to keep that kind of freshness, the subtlety in that, so when the mission goes sour it's a like a volcano exploding. My character is a guy trying to put the lava back in without getting burned."

Madden, who began his career as artistic director of the Oxford and Cambridge Shakespeare Company before forging a career in film ( Proof and Captain Corelli's Mandolin), says he cast Mirren first as secret agent Rachel Singer (Chastain is her younger equivalent). "I love her. I just think she's amazing, and she seemed the most perfect fit for the part," says the director who worked with the Oscar winner ( The Queen) on one of the popular Prime Suspect telefilms.

Madden then handpicked Worthington after seeing the Clash of the Titans star deliver a quiet, nuanced performance in a small, independent Australian film called Somersault, opposite Abbie Cornish.

"Sam's character in the film is introspective, a hard-to-figure-out guy. It's a difficult role to play and not one that people familiar with Sam from other movies would necessarily think he was perfect for," says the director. "But I was struck by him in that earlier movie, where he also played a very emotionally hidden character, who is quite vulnerable, quite confused about who he is, but nevertheless a very powerful masculine presence. That's quite an unusual combination. So I went to Albuquerque, where he was finishing up Terminator Salvation to pitch him."

Of the three film locations – Tel Aviv, the United Kingdom and Budapest – Worthington says the most difficult scenes to shoot were at Ealing Studios in England, a claustrophobic space that served as the safe house/apartment in crumbling East Berlin where the three agents plot how to capture the Nazi surgeon.

"By the end, I wanted to kick the place down," admits Worthington. "Just like my character, I didn't want to be there any more. These agents are not Jason Bourne who, when things go wrong, shoots things up and gets the hell out of there. They panic. They are struggling to stay calm. But it only makes sense, if you put rats in a cage, and stir them up, they're going to start eating each other trying to get through the walls."

In choosing roles, Worthington says he likes to mix things up. His film career is a combination of blockbusters ( Avatar earned $2.7-billion U.S. worldwide) and indies such as the upcoming, Michael Mann-produced Texas Killing Fields (in which he's teamed up again with Chastain whom "he'd gladly work with on every job") and the Aussie flick (shooting now) called Drift, about the beginning of the modern surf industry in the seventies.

And while work often necessitates that the actor spend months in Los Angeles, Worthington, a brick layer before he became an actor, says Australia is still home.

"I think it's easier. I'll always keep it as home. L.A.'s my office. A dentist doesn't live in his office, so why should I?"

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