In 2005, while on the London set of V for Vendetta (2005), Natalie Portman gave a copy of the original novel to Lana Wachowski, who became deeply interested in it. A year later, both Wachowski siblings wrote a first draft of the screenplay. Tom Tykwer, a friend of the Wachowskis, was invited to co-author several subsequent drafts with them in the following two years, constantly keeping in mind observations by the book's author himself, David Mitchell, while looking for international investors. In all those years, Portman was promised the role of Sonmi-451, but had to turn down the role at the last minute after becoming pregnant in 2010; however, she is given a special thanks in the closing credits.
With a budget of over $100 million, Cloud Atlas is one of the most expensive independent films to date.
Lilly Wachowski and Lana Wachowski directed the 1849, 2144, and 2321 segments of the film. Tom Tykwer directed the 1936, 1973, and 2012 segments.
The whole film was shot with two parallel filming units, one under the helm of Tom Tykwer and the other under the direction of Lilly Wachowski and Lana Wachowski, sharing no crew members beside the cast and the directors themselves.