Sir Ian McKellen and Jim Caviezel are set to star in the ITV remake of the 1960s TV cult show The Prisoner.
Sir Ian will play the sinister Number Two who controls a mysterious place known as The Village.
Passion of the Christ star Caviezel takes the role of Number Six, who finds himself trapped there, with no memory of how he arrived.
It is understood that the six-part series will include scenes shot in Namibia and South Africa.
The original was famously filmed around the Italianate village of Portmeirion on the Llyn Peninsula in North Wales.
Created, written and produced by Patrick McGoohan, the 1960s series was a riff on Cold War politics.
The remake, which is due to premiere in 2009, will reflect 21st century concerns and anxieties such as liberty, security and surveillance.
Sir Ian has called it "an enthralling commentary on modern culture."
"It is witty, intelligent and disturbing. I am very excited to be involved," he added.
Writer Bill Gallagher, who watched the original series when he was a boy, said: "Here was something that was more than television, something I couldn't quite grasp but couldn't let go of.
"It's a unique opportunity for a writer to be able to go back to The Village and tell some new stories about that strange place and its surreal menace.
"We hope to serve up something as beguiling and disturbing as the original was."
Producer Trevor Hopkins says fans of the old series will not be disappointed.
He said: "Jim Caviezel and Ian McKellen bring an incredible level of talent to the project, and we're honoured they are taking on these important roles."
ITV have not yet revealed whether the production will return to Wales.