This Friday, American movie theaters will be blessed by two ensemble movies boasting a dream cast of top-tier actors in their field. It’s fair to say that the vast majority of audiences will only see one of them: The superhero opus The Avengers.

But some lucky, adventurous moviegoers will treat themselves to The Best Exotic Marigold Hotel, which has arguably assembled the most accomplished company of British acting talent since the final Harry Potter movie: Judi Dench, Tom Wilkinson, Bill Nighy, Maggie Smith, Penelope Wilton (Downton Abbey), and Dev Patel (Slumdog Millionaire), as well as two actors just as adept, if likely unfamiliar, to most Americans, Celia Imrie (Bridget Jones’s Diary) and Ronald Pickup (Prince of Persia: Sands of Time).

The film follows a group of new retirees who for various reasons throw caution to the wind and travel to an Indian retirement hotel (run by Patel’s character) that they found on the Internet. “We’re blessed with a pretty decent pool of actors in that age range in the U.K.,” director John Madden (Shakespeare in Love) tells EW with a chuckle. “It was a beautiful piece to cast.” And with a cast like this, Madden was determined to play to everyone’s strengths.

Loosely based on Deborah Moggach’s novel, Madden says he and screenwriter Ol Parker (Imagine Me & You) molded the characters and their story lines to best fit the respective actors playing them. Dench: A new widow buried under her late husband’s debt. Wilkinson: A former judge with a past connection to India. Smith: A xenophobic working class woman in India for a hip replacement. And so on.

Madden was especially excited to cast Wilton — “I know what she can do, and I was determined to bluntly take advantage” — and to discover Patel’s “brilliant physical comedic skill.” To get a sense of how deep an acting bench Madden had to draw from, he quickly lists four heavy-hitters he says were also circling the film at one time or another but didn’t or couldn’t ultimately do the film: Julie Christie, Peter O’Toole, Eileen Atkins, and John Hurt. “I’m just saying there are a lot of actors who are pretty brilliant in the right [age] range for this [film],” he says with a smile.

For a better grasp of what Madden is talking about, check out this exclusive featurette on the film’s cast below:

One of the things Madden thinks enticed his cast to sign onto the film was the chance to work in India, an experience almost none of them (including Madden) had had before. “Until you’ve been to India, it’s a very hard place to get a grip on,” he says. “The experience you have if you go to an Indian city is an experience of chaos, basically. Complete madness. It is difficult, but on the other hand, it’s incredibly energizing and exhilarating, because of the speed of the place. I felt that I needed to harness that energy.”

That was easier said than done, and not just for logistical reasons. “The moment you take a camera out, everything stops,” says Madden. “Although they’re very familiar with film there, their curiosity is endless! If I were to just stop — nevermind a camera — just me stopping with a viewfinder or just a script, it’s extraordinary, people stand all behind you, looking at your script over your shoulder. So you had to develop strategies for keeping your cameras hidden, or running, taking a shot, and running away again. In one or two cases, I had to control the circumstances [and corner off traffic and pedestrians]. But mostly, I tried to shoot around what was going on. That way, the real life of the place seeps into it everywhere.”

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