Guess who might be climbing a tree with Sean Penn in “Tree of Life,” a drama Terrence Malick wrote and will direct.

Brad Pitt is looking at starring with Penn, but both on the fence.

Pitt departed “State of Play” and was replaced by Russell Crowe. Pitt passed up 20 million against gross for “Play.” With “Tree” there is no upfront money for Pitt either.

If Pitt joins “Tree” he will replace Heath Ledger.

Penn is working on “Harvey Milk” with director Gus Van Sant. Penn is a hopeful for a supporting role in “Tree.”