Sources close to the project have confirmed to The Playlist that the principal cast members supporting Carano include Michael Fassbender (“Inglourious Basterds,” “Hunger”), Ewan McGregor, Dennis Quaid, Michael Douglas, Channing Tatum and in current talks to join the cast, Antonio Banderas.

continued below (includes plot and character info)

However, it looks like the original concept, — a girl from the wrong side of the tracks who is given a second chance to use her skills for constructive purposes — having gone through the gestation/inception stage was eventually rethought and cast aside (both filmmaker and writer felt that it had “been done”).

Ultimately, “Knockout” is now more of a revenge action-spy thriller. Essentially it’s hell hath no fury like a woman scorned and especially one who kicks serious ass. Double crossed by someone on her own team, Mallory Kane (Carano)— a black ops super soldier — seeks to uncover who has set her up to take the fall for a job that goes bad and involves a murder.

The male actors are all part of Carano’s special forces team. Douglas plays a government figure not unlike Chris Cooper or Brian Cox from the ‘Bourne’ movies. Fassbender and one other actor who has yet to sign-on officially (we’ve been asked not to say who because it’s not 100% confirmed, but the actor is male and a fairly big name; though it’s possible scheduling conflicts may prevent him from participating) play members of her commando spy unit, and one of these two plays the central antagonist that betrays Carano’s character (this is still being kept under wraps for now). McGregor’s role is that of the owner/guy who runs a Blackwater private military company-type group that the female fighting champion is a part of (and apparently many of the males take a beating at the hands of Carano). And as noted, Carano’s Kane character is no longer a girl from the “wrong side of the tracks,” she now has a solid background and was raised around military honor and academia. She leaves the military to go to work for a Blackwater-esque company to make better money and then is eventually betrayed by one of her teammates….

Both Douglas and Quaid have worked with Soderbergh before in his Academy Award-winning 2000 film, “Traffic” and Douglas is set to star in the filmmaker’s “Liberace” film if that happens according to plan this summer. Fassbender is the quickly rising, in-demand actor that everyone wants to work with (Tarantino, et. al) and the director is certainly one of those people — Fassbender’s role was written with the actor in mind.

And Soderbergh has been circling McGregor for some time now. The “Trainspotting” actor was originally pegged to have a role in the ‘Ocean’s’ films, but his commitments to Lucas’ “Star Wars” prequels unfortunately precluded his participation.

“Knockout” — it’s still officially a working title, but now we’re told that people are warming up to the name and that it might eventually stick — was written by Lem Dobbs, the screenwriter behind Soderbergh’s “Kafka” and “The Limey” also well-known for his contentious (and hilariously candid) DVD-commentary arguments with the director (“The Limey” commentary is like two friends with the gloves off and an amusing must-listen).

The director has previously said the film will take elements from “La Femme Nikita,” the ‘Bourne’ films, the Bond Film “From Russia with Love” and John Boorman’s 1967 crime film “Point Blank,” starring Lee Marvin (which is known as the slightly arty, thinking man’s, tough guy picture). But he’s also noted that the action will be distinctinly different than the Greengrass vibe evinced in his ‘Bourne’ films. As reported last year, David Holmes, the composer behind Soderbergh’s “Oceans 11-13″ series, not to mention the brisk and funky “Out Of Sight” film, will be writing the score.

Soderbergh’s deal for “Knockout” through Relativity Media and Lionsgate is a typically unique one for the adventurous filmmaker. He will be paid no upfront fee for directing the film, but eventually will retain full ownership of the film once its released. It’s a bold and unprecedented move. Having just finished up his media-saturation play “Tot Mom” in Australia, Soderbergh is now in New Mexico doing scouting for his February production start date expected to shoot there, Ireland and Turkey among other possible locations.

Carano has been training in L.A. for two months and test fight footage has already been shot (she’s already accidentally knocked out one stunt coordinator in practice sessions… no, really). Lionsgate is eyeing an August release. Producers on the project include Relativity Media’s Ryan Kavanaugh, Soderbergh’s longtime cohort Gregory Jacobs, and Tucker Tooley as an executive producer.

*update 01/10

Channing Tatum has joined the cast of Steven Soderbergh’s action-revenge spy thriller “Knockout” which will star Mixed Martial Arts champion and non-actor Gina Carano in the lead role of a black ops spy that is betrayed by her team. Meanwhile, a last minute addition to the cast is in the works. Antonio Banderas is in talks to join the cast playing the head of a Black-ops European unit. Last Thursday, The Playlist revealed that: Michael Douglas, Dennis Quaid, Ewan McGregor and Michael Fassbender (“Inglourious Basterds,” “Hunger”) had all joined the cast in supporting roles.

Tatum will play one of the elite specialists on Carano’s team named Aaron — a military gearhead-type who’s sent to try and bring her back in once she’s been double-crossed and gone rogue; trying to figure out who exactly is setting her up. But there is no love lost between the characters which makes his mission more difficult. But we’re told the role is actually relatively small in the scope of things.

While everyone is on the same side initially, “Knockout” features a lot of duplicity, double crosses and even reversals of allegiances. Fassbender plays an untrustworthy teammate, Douglas ultimately proves to be an ally and McGregor, the owner of the Blackwater-type special ops team (and once a romantic interest to the lead) is instrumental in trying to make Carano’s character, Mallory Kane take the fall for an incident that goes wrong and involves a murder. Dennis Quaid plays her father.

Tatum might seem like an odd choice with that cast — initially — but it’s a fight film as much as it is a realistic spy/action film and he obviously has experience in that field. The “G.I. Joe” actor actually relentlessly pursued this project and after working with Kevin MacDonald on “The Eagle of the Ninth,” and it appears he’s eager to work with strong filmmaking talents.

Anecdotally, “Knockout” went out to several key action male stars, but several of them were not very comfortable in a supporting role where a woman beats them senseless. Tatum will likely shoot his role in two or three weeks and then be whisked off to start production on Dito Montiel’s “Son of No One” starring Robert Deniro in March (if everything goes according to plan on that particular project). Montiel directed Tatum in the 2009 film, “Fighting” and “A Guide To Recognizing Your Saints.”

David Holmes, the composer behind Soderbergh’s “Oceans 11-13″ series and “Out of Sight” will be writing the score. It’ll be interesting to see what he comes up with. Spy films aren’t exactly known for their funky scores, that is unless he’s going for a ’70s Bond vibe (which would be pretty fresh).

Soderbergh is currently location scouting as we speak and Turkey is now officially off the locale plan due to poor tax incentives. The film will now be primarily shot in Barcelona, Dublin and New Mexico. The picture is set to start shooting in February and Lionsgate hopes to have the film in theaters for August. That seems fast, but the filmmaker is rather notorious for the speed in which he shoots and edits. Barring any unforeseen circumstances, making this date is definitely feasible.

source: The Playlist
credit: Amber Rae & Scotty