The controversial musician is set to write, direct and star in PHANTASMAGORA: THE VISIONS OF LEWIS CARROLL.
Manson will play the Alice IN WONDERLAND author and Jolie is set to be cast as the RED QUEEN.
Manson is also looking to cast two twin actresses to play TWEEDLE DEE and TWEEDLE DUM. In a move sure to set tongues wagging, the rocker wants to film the twins in a real-life sexual situation.
He says, "I might add that the girls playing Tweedle Dee and Dum are twins who get to have real, genuine sex with each other. I like to make dreams come true."
The rocker will also write the score for the movie, which starts filming this summer (06) in Europe.