Johnny Depp is in talks to star with Angelina Jolie in "The Tourist," a film that is undergoing another major shift of elements as it heads toward a February production start.

Graham King's GK Films is financing and distributing through his multipicture output deal with Sony Pictures Entertainment.

Depp is negotiating to play an American tourist drawn into a web of intrigue by a female Interpol agent (Jolie) who is attempting to locate a criminal who was once her lover.

The move comes after "Avatar" star Sam Worthington exited along with director Florian Henckel von Donnersmarck, both over creative differences.

Directors including Alfonso Cuaron are already circling.

King will produce with Tim Headington, Gary Barber, Roger Birnbaum and Jonathan Glickman. Julian Fellowes penned the originally script; Christopher McQuarrie and Jeffrey Nachmanoff did rewrites.

The prospect of a Depp-Jolie teaming is tantalizing in what's just the latest turn for a project that has seen some of Hollywood's top talents come and go.

Spyglass initially set up the remake of the 2005 French thriller "Anthony Zimmer" with Bharat Nalluri directing and Tom Cruise and Charlize Theron circling. Worthington came into focus with Theron after Cruise took "Knight and Day" at Fox. Von Donnersmarck then came into the picture with Jolie.

Depp was brought into the mix by King, with whom he has a close relationship, most recently collaborating on "The Rum Diary" and the Gore Verbinski-directed animated pic "Rango."

The emergence of Depp is surprising, since he was expected to make his next film at Disney: a fourth installment of "Pirates of the Caribbean" or "The Lone Ranger."