"Thailand invited us in a great way. We got the possibility to do this fantastic backdrop I couldn't dream of," director Mikael Hafstrom said.

Despite the change in location, producer Steve Squillante said the budget didn't go up because of competitive costs in Thailand.

"We've been able to rethink the film and maybe gain a little bit more production value," another producer, Jake Myers, said.

"I think the construction team has been able to achieve something we would have never been able to do in China," he said.

Cusack said the Thai set is the biggest he's shot on and even the movie's Chinese female star, Gong Li, said it was "bigger and more beautiful" than the sets in China.

"Everything exceeded our imagination ... all the movies set in Shanghai in the future can shoot here," Gong said.

Production designer Jim Clay said filmmakers were supposed to shoot on an existing Chinese set of old Shanghai already used for such movies as Ang Lee's spy thriller "Lust, Caution," which is set in the same period, and the James Ivory film "The White Countess."

No longer confined to that set, the filmmakers could tap their imagination fully, Clay said.

"We were going to follow in a lot of people's footsteps. So when we couldn't work there, we suddenly in a way had a breath of fresh air. We thought, 'Well, we can build our own world," and that's what we did," he said, standing on a re-creation of Shanghai's famed Nanjing Road.

The set's Nanjing Road ends in the recreation of the old Shanghai port, where workers built part of a large ocean liner that's moored near several wooden rafts and a shelter with a traditional Chinese curved roof.

"China has a great film industry with a great history, but it is hard place to integrate for a Western film. So we were trying to marry our system with their system. And that's been a little bit easier in Bangkok. The systems here are a little bit more compatible," Myers said.

However, the filmmakers, mindful of their access to a booming Chinese market, were also reluctant to criticize China.

Myers said "Shanghai," about an American intelligence official who investigates his friend's death in Japanese-occupied Shanghai in the months before the Pearl Harbor attack, simply ran into bad timing. He noted the movie came before the Beijing Olympics and followed the controversial "Lust, Caution." That movie's lead actress, Tang Wei, was reportedly banned after portraying a Chinese activist who gives away the plot to assassinate a Japanese-allied Chinese intelligence official.

"The government at that moment, not before or after, felt it was risky for them to have another film in the same time period," Myers said.

He added the filmmakers have since resolved their differences with Chinese film officials and received belated permission to shoot there, but by that time the production had already moved on to Bangkok and London.

"With greatest respect to the Chinese people ... they (Chinese film officials) felt that this was not the right time for them to get into this movie. And we did not want to press them on it. We feel there's a great future for ourselves as the producers and for The Weinstein Co. in China. So we respectfully took their decision at face value," Squillante said.

Harvey Weinstein, who founded The Weinstein Co. with his brother Bob, attended Saturday's set visit but did not join the movie's crew and cast on stage in a Q&A session and declined to be interviewed.

The filmmakers say even though they weren't allowed to shoot in China, they still want the movie to be released there. Principal shooting on the movie is scheduled to end 12 Aug and The Weinstein Co. is aiming for a Christmas release in the U.S.

"A film with Gong Li and with Chow Yun-fat? We really have to release it in China," Myers said, referring to the star power of two of Chinese-language cinema's biggest names.

The movie will then be subject to Chinese censorship and may require edits, as did Lee's "Lust, Caution."

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