Camila Mendes and Leslie Bibb Shoot 'Upgraded 2' in Venice

Cameras started rolling on "Upgraded 2" in Venice on Oct. 21, with Camila Mendes and Leslie Bibb starring in the Amazon MGM Studios sequel. The production is shooting its story inside the Venice Biennale, the world's oldest contemporary art fair.

Mendes returns as Ana Santos, the New York City auction house intern who feigned a higher job status in the 2024 original after being upgraded to first class on a flight to London. There she impressed William, a wealthy young Englishman connected to the high-society art world, played by Archie Renaux. In the sequel to the modern-day "Cinderella" tale, Ana is now seeking to make her mark at the Biennale art exhibition.

Leslie Bibb, as previously announced, joins the franchise alongside Mendes. So far, there are no indications of what Bibb's role is.

Where is the shoot taking place?

Director Becca Gleason — taking over from "Upgraded" director Carlson Young — has been filming at three Venetian locations:

• The terrace of Ca' Giustinian, the Biennale headquarters overlooking the Grand Canal
• The neo-Gothic Palazzo Franchetti near the Accademia bridge, which serves as a Biennale exhibition space
• The luxurious Moro Venice restaurant

Luke Roberts and Justin Matthews, who penned the first film, also wrote the sequel's screenplay.

How big is the Italian production?

The numbers point to a substantial local footprint. According to Italy for Movies, the country's national portal for film and TV production locations and incentives, the production will spend 12 days shooting on the lagoon before moving to Rome for 33 more days — 45 shooting days in total across the two cities.

The production designer is Italy's Luca Tranchino, whose credits include "Prison Break" and "Domina." The Italian company serving as executive producer on the sequel is Colorado Film.

Producers on "Upgraded 2" include Mike Karz and Bill Bindley for Gulfstream Pictures, Mendes and Rachel Matthews for Honor Role, Lena Roklin for Luber Roklin Entertainment and Piers Tempest for Tempo Production.

The takeaway: a Hollywood rom-com franchise has committed to nearly a month and a half of principal photography in Italy, with the Biennale itself written into the plot.

With Rome still ahead on the schedule, "Upgraded 2" positions Venice's art-world institutions not just as backdrops but as narrative engines for Ana Santos's next chapter.