Always on the prowl for innovative energy in his cinema, Ram Gopal Varma is all set to direct his own version of the mammoth Mario Puzo classic "The Godfather".

Says Varma: "The only thing is... my film 'Sarkar' is no longer 'The Godfather', not really... The entire script has been changed. And apart from the two Bachchans, Amitabh and Abhishek, I've decided to cast new non-star faces from theatre.

"I didn't want 'Sarkar' to become just another proposal film with a dozen stars staring down from the hoardings. I didn't want the audiences' attention to be deflected from the characters. Stars, no matter how accomplished, bring their images into the film. 'Sarkar' would've suffered."

The cast of "Sarkar" offers a startling bag of surprises. Sanjay Dutt who was supposed to play the role akin to Sunny Corloene in "The Godfather" has been given the goby.

"I did think seriously of casting him. But, then, like I said, I want characters not stars. Mr. Bachchan will be the only face on the hoardings," says Varma.

While the male leads are still being finalized, Varma has zeroed in on some very unusual choices for the female leads. He has signed Kajol's sister Tanisha to play a role in 'Sarkar'.

"I met her briefly once. That was it. But when this role came up for consideration, I immediately thought of Tanisha and no one else."

Even more surprising is the inclusion of the stunningly pretty Katrina Kaif in "Sarkar".

"I needed a girl to play a foreign-returned girl who isn't conversant with Indian culture or the language. Katrina fitted the bill perfectly."

This would be Katrina's second release after David Dhawan's remake of the 1969 Walter Mathau comedy "Cactus Flower", where she co-stars with Salman Khan, Sushmita Sen and Arshad Warsi.

In all likelihood, Sarkar will be the first film to feature the Amitabh-Abhishek combination.

"I'm not too sure of that. Nor am I bothered. The film by Shaad Ali ("Babli Aur Bunty") might come first," says Varma.

"I didn't cast the two Bachchans together for their market appeal. I cast Abhishek because I've just finished directing him in "Naach" and I know what he's capable of. I sincerely believe he's as brilliant an actor as his father.

"As for Amitabh Bachchan, it was my dream as a filmmaker to direct him, and to do so in a film that would do justice to his talent and screen presence. I wouldn't have wanted to direct him just because it's fashionable to do so. And I'm happy to say the title role in 'Sarkar' is something only Amitabh Bachchan could do," Varma maintains.