Megalopolis has been taking shape inside Francis Ford Coppola’s mind for nearly half of his life, and now he’s finally ready to show it to the world. The 85-year-old director of The Godfather, Apocalypse Now, and The Conversation has finally completed his operatic passion project, at considerable personal cost. It will debut next month at the Cannes Film Festival, hoping to attract global distributors willing to take a similar chance.

The movie is about the personal, political, and romantic clashes that arise during a battle to construct an American utopia, and it was shaped in part by the speculative prophecy of H.G. Wells, a murderous conspiracy from ancient Roman history, the devastation of the September 11 attacks, and the outsize influence of attractive cable news hosts, among a litany of other inspirations. “To that, I added everything I had ever read or learned about,” Coppola says in a statement.

Vanity Fair has the exclusive first look at the result: Adam Driver as the idealistic architect and artist planning to rebuild a city that has fallen to ruins, and Nathalie Emmanuel as the socialite daughter of his nemesis, a corrupt mayor (Giancarlo Esposito), who likes his municipal kingdom the way it is. In his official logline for the film, Coppola describes Driver’s character as having the “power to stop time,” while Emmanuel’s character is caught between the two, deeply in love with the artist but loyal to her hard-charging father, “forcing her to discover what she truly believes humanity deserves.”

The sprawling ensemble also includes Aubrey Plaza, Shia LaBeouf, Dustin Hoffman, Jon Voight, Laurence Fishburne (who was a teenager soldier in Apocalypse Now), Kathryn Hunter, singer Grace VanderWaal, and James Remar, as well as the filmmaker’s sister, The Godfather actor Talia Shire, and her son (Coppola’s nephew) Jason Schwartzman.

An early industry screening for studio executives resulted in anonymous leaked reactions that ranged from impressed to perplexed. For some moviegoers, this only increased curiosity about the project. Enthusiastic social media reactions soared in recent weeks as fans expressed even more interest in seeing the veteran take a wild chance.

Coppola declined to be interviewed for this exclusive first look. (His wife of 61 years, Eleanor, passed away earlier this month, and the director and his family remain in mourning.) Instead, he offered Vanity Fair a written statement about the origins of the film.

Coppola traces the origin of his new movie back to his childhood in New York, when he was fascinated with tales of scientists and researchers and tinkered with amusingly dangerous experimentation kits. Movies, of course, provided another outlet for his imagination. One film that stuck in his mind was a 1936 drama about a society that desperately attempts to halt its own collapse, made by pioneering producer Alexander Korda and written by War of the Worlds and The Time Machine author H.G. Wells.

“The seeds for Megalopolis were planted when as a kid I saw H.G. Wells’s Things to Come,” Coppola says. “This 1930s Korda classic is about building the world of tomorrow, and has always been with me, first as the ‘boy scientist’ I was and later as a filmmaker.”

In his statement to VF, the director also addresses rumors about the long gestation of Megalopolis. To maintain total control of the project, he sold part of his winery estate in Northern California to self-finance the $120 million budget.

“I wasn’t really working on this screenplay for 40 years as I often see written, but rather I was collecting notes and clippings for a scrapbook of things I found interesting for some future screenplay, or examples of political cartoons or different historical subjects,” Coppola says. “Ultimately, after a lot of time, I settled on the idea of a Roman epic. And then later, a Roman epic set in modern America, so I really only began writing this script, on and off, in the last dozen years or so. Also, as I have made many films of many different subjects and in many different styles, I hoped for a project later in life when I might better understand what my personal style was.”

Since Megalopolis was the distillation of that lifetime, he decided to brand the title with his own name for the first time. “Always respecting the original writer in films I made, and always insisting that their names appear above the title, such as it was with Mario Puzo’s The Godfather, or Bram Stoker’s Dracula,” he says, “it was only with The Rain People and The Conversation that it could have been permitted to have my own name as original writer on it; but then I was too insecure to present myself in such grandiosity.”

“Early on, I remember once I took 130 blank pages and put on a title page boldly announcing Francis Ford Coppola’s Megalopolis, and under that, All Roads Lead to Rome. I pretended it wasn’t totally blank, weighing it in my hands so I could imagine what one day it would feel like, and believe one day it could exist. Then later, once I had a draft, I must have rewritten it 300 times, hoping each rewrite would improve it, if only a half percent better.”

Among his touchstones was an attempted coup from 63 BC. At that point, ancient Rome was in the throes of crisis, with its trade economy stalling, an ongoing struggle to hold together its vast republic, and debt for rich and poor alike skyrocketing. An insurrectionist named Catiline plotted to assassinate a number of political leaders and spark a dozen fires around the city, destabilizing it to the point of anarchy. After chaos, Catiline would build a new society, erasing all debts from the previous one. But his scheme was exposed and thwarted by the Roman statesman and orator Cicero.

“I considered many possibilities, becoming interested in an incident known as ‘The Catiline Conspiracy,’” Coppola says, explaining that “modern America was the historical counterpart of ancient Rome and that the Catiline Conspiracy, as told by historian Sallust, could be set in modern America, just as Joseph Conrad’s Heart of Darkness [originally set in the late 1800s amid European colonial rule in Africa] was set in the Vietnam War in Apocalypse Now.”

His next step was to remake some of those figures from history into fictional versions of modern civic leaders. “I began with the essence of a plot: Perhaps an evil patrician (Catiline) plotted to overthrow the republic, but was thwarted by Cicero, the consul. I renamed Catiline to Cesar as suggested by Mary Beard, because in Suetonius’s version young Julius Caesar was very much in cahoots with Catiline, and Cesar would be more familiar to audiences than Sergius (which was historical Catiline’s name).”

Coppola also decided to take a revisionist view of this age-old accepted history. “I wondered whether the traditional portrayal of Catiline as ‘evil’ and Cicero as ‘good’ was necessarily true,” the director says. “In history, Catiline lost and was killed and Cicero survived. But since the survivor tells the story, I wondered, what if what Catiline had in mind for his new society was a realignment of those in power, and could it have even been ‘visionary’ and ‘good,’ while Cicero perhaps could have been ‘reactionary’ and ‘bad.’”

The director then transposed this plot from antiquity to the near-present day. “The story would take place in a somewhat stylized New York City, portrayed as the center of the power of the world, and Cicero would be the mayor during a time of great financial upheaval, such as the financial crisis under former Mayor Dinkins [who led the city from 1990 to 1993.] Cesar, in turn, would be a master builder, a great architect, designer, and scientist combining elements of Robert Moses, as portrayed in the brilliant biography The Power Broker, with architects like Frank Lloyd Wright, Raymond Loewy, Norman Bel Geddes, or Walter Gropius.”

“Step by step with these beginnings, I researched New York City’s most interesting cases from my scrapbooks: the Claus von Bülow murder case, the Mary Cunningham–William Agee Bendix scandal, the emergence of Maria Bartiromo (a beautiful financial reporter nicknamed ‘The Money Honey' coming from the floor of the New York Stock Exchange), the antics of Studio 54, and the city’s financial crisis itself (saved by Felix Rohatyn), so that everything in my story would be true and did happen either in modern New York or in ancient Rome. To that I added everything I had ever read or learned about.”

In his statement, Coppola includes what is essentially his bibliography, a litany of scholars, poets, novelists, filmmakers, and artists across the centuries whose work nourished Megalopolis: “I wouldn’t have been able to make it without standing as I do on the shoulders of G.B. Shaw, Voltaire, Rousseau, Bentham, Mill, Dickens, Emerson, Thoreau, Fuller, Fournier, Morris, Carlyle, Ruskin, Butler, and Wells all rolled into one; with Euripides, Thomas More, Moliere, Pirandello, Shakespeare, Beaumarchais, Swift, Kubrick, Murnau, Goethe, Plato, Aeschylus, Spinoza, Durrell, Ibsen, Abel Gance, Fellini, Visconti, Bergman, Bergson, Hesse, Hitchcock, Kurosawa, Cao Xueqin, Mizoguchi, Tolstoy, McCullough, Moses, and the prophets all thrown in.” 

He describes beginning early work on the idea about 23 years ago. “Believing I had the basis of the project in 2001, I set up a production office in Park Slope, Brooklyn, and began to work,” Coppola says. “I did casting, table read-throughs, and had a second unit led by brilliant photographer Ron Fricke, thinking it would be easier and cheaper to begin before we actually announced principal photography.”

Coppola’s nascent Megalopolis team set about documenting everyday life in the city. “The second unit was shot with an early-model Sony digital camera that I was risking would be of sufficient quality, to be shot through all seasons and of elements of vital activities of the city (food distribution, sewage, garbage disposal) for the rich and the poor,” he says.

Then the fictional story of a city left in ruins after a terrible moment of destruction came true. “The script always had an element of an aging Soviet satellite falling out of orbit and falling to Earth, so we needed some shots of destruction and cleared areas, but of course no one could have anticipated the events of September 11, 2001, and the tragedy of the World Trade Center,” he says. “As we were shooting our second unit at the time, we covered some of those heartbreaking images.”

How much of that makes it into the final film is unclear. As Coppola strained to make something allegorical and epic, he also returned to the personal touch that made his classic films so resonant. “My first goal always is to make a film with all my heart, so I began to realize it would be about love and loyalty in every aspect of human life,” he says. “Megalopolis echoed these sentiments, in which love was expressed in almost crystalline complexity, our planet in danger and our human family almost in an act of suicide, until becoming a very optimistic film that has faith in the human being to possess the genius to heal any problem put before us.”

Megalopolis also stands as a commentary on his own nation, with the filmmaker echoing the opening line of The Godfather. “I believe in America,” Coppola says. “Our founders borrowed a constitution, Roman law, and senate for their revolutionary government without a king. American history could neither have taken place nor succeeded without classical learning to guide it.”

As the film nears its Cannes debut, Coppola expresses lofty hopes for its future: “It’s my dream that Megalopolis will become a New Year’s Eve perennial favorite, with audiences discussing afterwards not their new diets or resolutions not to smoke, but rather this simple question: ‘Is the society in which we live the only one available to us?’”