Memphis will be the setting for "21 Grams," the English-language debut of Mexican film director Alejandro Gonzalez Inarritu.
Memphis beat out 10 competitors, including Los Angeles and New Orleans, production officials confirmed Monday.
Sean Penn, Naomi Watts and Benicio Del Toro will star in the $20 million film.
Penn plays a critically ill man brought together through a freak accident with a drug addict played by Watts and a Christian ex-con played by Del Toro.
Shooting is scheduled to begin Dec. 4 and continue through February.
"The chance to work with filmmakers of this quality, when they weren't even considering Memphis originally, is incredible," said Memphis & Shelby County Film Commissioner Linn Sitler, who recruited the movie.
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