Manderlay is a 2005 avant-garde drama film written and directed by Lars von Trier, the second and final part of von Trier's projected USA – Land of Opportunities trilogy. It stars Bryce Dallas Howard, who replaces Nicole Kidman in the role of Grace Mulligan. The film co-stars Willem Dafoe, replacing James Caan. Lauren Bacall, Željko Ivanek, Jeremy Davies, and Chloë Sevigny return portraying different characters from those in Dogville. Only John Hurt, Udo Kier, and Jean-Marc Barr reprise their roles. The film was internationally co-produced with seven different European countries. The staging is very similar to Dogville, which was shot on a sparsely dressed sound stage. As in the case of Dogville, Manderlays action is confined to a small geographic area, in this case a plantation. The film is dedicated in memory of a French film producer, Humbert Balsan (1954-2005). Plot The film is told in eight straight chapters: In which we happen upon Manderlay and meet the people there "The freed enterprise of Manderlay" "The Old Lady's Garden" In which Grace means business "Shoulder to Shoulder" Hard times at Manderlay "Harvest" In which Grace settles with Manderlay and the film ends Set in 1933, the film takes up the story of Grace and her father after burning the town of Dogville at the end of the previous film. Grace and her father travel in convoy with a number of gunmen through rural Alabama where they stop briefly outside a plantation called Manderlay. As the gangsters converse, a black woman emerges from Manderlay's front gates complaining that someone is about to be whipped for stealing a bottle of wine. Grace enters the plantation and learns that within it, slavery persists, roughly 70 years after the American Civil War and the Emancipation Proclamation. Grace is appalled and insists on staying at the plantation with a small contingent of gunmen and her father's lawyer, Joseph, in order to guarantee the slaves' safe transition to freedom. Shortly after Grace's father and the remaining gangsters depart, Mam, the master of the house, dies, but not before asking Grace to burn a notebook containing "Mam's Law," an exhaustive code of conduct for the entire plantation and all its inhabitants, free and slave. She reads the descriptions of each variety of slave that can be encountered, which include: Group 1: Proudy Nigger Group 2: Talkin' Nigger Group 3: Weepin' Nigger Group 4: Hittin' Nigger Group 5: