Most of “Woman on Top” is set in San Francisco. But less than a third of the new romantic comedy, starring Penelope Cruz as Isabella, a Brazilian chef who leaves her philandering husband and goes to the City by the Bay, where she moves in with her transvestite friend Monica and becomes the host of a local cooking show, was actually shot there. Two of the picture’s stars, Harold Perrineau, Jr., and Mark Feuerstein, spoke during a recent Dallas interview about how the supposedly U.S. interiors were actually filmed in Brazil, where the first two months of the shoot were spent.

“We were lucky that Fox Searchlight is so conscious of their budget that they realized [that] shooting in Brazil–the interiors of the entire movie, in the [television] studio and in Monica’s apartment and in my apartment–would be much cheaper,” Feuerstein said. (He plays Cliff, the TV producer who discovers Isabella and makes her a star.) He added facetiously, “I’m sure the studio appreciates my pointing out…it’s cheap. You would think it’s much more expensive to ship everyone there, but they used a Brazilian crew, which was getting paid in clams and shellfish.”

Both he and Perrneau enjoyed the location shoot, raving about the food, the music and the people. Still, there were difficulties. Feuerstein, who has a recurrent role in the ABC hit “Once and Again” and will soon appear as Mel Gibson’s buddy in “What Women Want,” said that shortly before departing New York, he got a call from costume designer Elisabeth Tavernier informing him that they had no clothes for his character, and asking him to bring some along. “I sent my entire wardrobe,” he recalled, “which got lost. So I sat for three entire days at the airport,…waiting for my clothes.”

Perrineau, who plays Monica, had a somewhat different problem with the designer. “Elisabeth looks at me and goes, ‘Oh, no, oh, no,'” he remembered. “She just didn’t think I was going to pull it off.”

Perrineau, in fact, was initially resistent to accepting the role, because he had donned a dress in a costume ball scene of Baz Luhrmann’s 1996 “Romeo and Juliet” and was reluctant to do so again, fearing some sort of typecasting. But the star of HBO’s “Oz” eventually relented and jumped into the part. “I met with a drag artist in New York,” he explained. “She hooked me up…[and] taught me where to tuck and what to buy, and hide and show.”

Much of “Woman on Top” has to do with Isabella’s being courted again by her husband, who follows her to California and tries to woo her back. But Feuerstein’s Cliff also becomes romantically interested in her. It wouldn’t be fair to reveal how everything turns out, but both actors were pleased with how their characters fare at the close. “It’s a romantic comedy and it’s a fantasy,” Feuerstein said. “There’s a lot of the supernatural element. So it’s nice to see [how] the…loose ends come together.”

Perrineau agreed. “I think it’s a really nice film,” he said. “I think [director] Fina [Torres] did a really first-rate job…. I think it’s really original and unique, something that you don’t get to see much.” He added, however, that the movie goes beyond the simply enjoyable: “There are…other issues that are in the movie that, [in] most American movies, we always get hit on the head about them–‘Did you get the message?’ Here, in this movie, you don’t get hit on the head–it’s all just there…. It’s all just life. It’s just a happy ending.”

“And there’s no labels,” Feuerstein interjected. “At the end of the movie passion wins out over worldly, materialist…concerns.” In a romantic comedy, isn’t that what a happy ending means?