We shot "City Island" in six weeks over the summer of 2008. We posted through the fall and targeted Sundance -- America's Premier Indie-Film Festival ™ -- as our best debut platform. I'd had good luck at Sundance before, winning the audience award in 2000 for my film "Two Family House" which was bought at the festival by Lionsgate. In 2006, my documentary "'Tis Autumn: the Search for Jackie Paris" premiered at Sundance, also finding a buyer and a slew of nice reviews. (Important note: Though the reception was strong at the festival for "Two Family House," I didn't think it stood a chance of winning anything and went home to New York early, thereby missing the chance to collect the only award I've ever won in person.)

So Park City was elected by we the filmmakers to proudly display our new movie "City Island." Of course they'd leap at the chance! How could they not? Does that sound a bit arrogant of me? Do you detect hubris in my certainty that they'd welcome me "home" with open arms and proudly present my newest work?

Well, apparently they did. Or they just didn't dig the movie. Whatever the reason, Sundance passed on "City Island." Now this shouldn't be the most earth-shattering thing in the world -- truth be told, I don't particularly enjoy the climate, altitude or screening facilities at America's Premier Indie-Film Festival. But I was genuinely surprised and even a little hurt that they passed us up. I felt like I was part of a family that had secretly moved houses while I was at school one day and didn't bother to leave me the new address. For a couple of days after the rejection, the predominant sound in my brain was: "Waaannnhhhhh."

Then I decided there were other festivals and other ways to sell a movie and we'd march forward. Only there were also investors (and a big bank loan) and they'd all rather counted on the Glamour Boy of 2000 (me) getting our movie into America's Premier Indie-Film Festival. Nerves were fraught. Edgy phone calls were exchanged. If I'm not mistaken (and I'm not) the bank began to inquire of us if we'd explored the option of going straight to DVD.

Jesus! One little turndown, and the movie's history? My producers and I persevered and told everyone to stay calm. We looked at the calendar, saw South by Southwest and Tribeca coming up, and decided to take our shot with New York's newest, coolest festival.

Back when I was a young'un, New York had but one festival: the very prestigious New York Film Festival. It's still there. And it's still prestigious. But it has not, over the years, allowed itself to evolve into a showcase for new films that might have commercial potential beyond the festival circuit. Indeed it has proudly stuck to its arty guns, showing films that you're unlikely to see outside of ... well, the New York Film Festival.

And then the Tribeca Film Festival came to town. Started by Robert De Niro and Jane Rosenthal in 2002 -- in part as a neighborhood-pride reaction to the decimation perpetrated on downtown Manhattan -- TFF was a much more user-friendly, open kind of environment from the beginning. Though it took a few years for the festival to "find its voice," it had become a major event by 2005 and movies were soon choosing it as a viable premiere spot over certain other festivals ... like ones held in snowy mountain towns ... named after a movie shot in 1969 ... directed by George Roy Hill ... written by William Goldman.

Anyway: We showed the movie to Tribeca and waited a bit nervously. Because the truth was, if they turned us down, we probably were looking into DVD companies. The schedule after Tribeca includes the difficult-to-penetrate Cannes Film Festival, then a long wait until Toronto in the fall. Not that there aren't many other festivals in between: They simply are not buyer's markets.

And then, thank Christ, Tribeca called us and said they wanted the film. Not just wanted it but wanted to give us a real sendoff -- a fine featured spot in the festival lineup. We told them we'd bring our stars with us and all the muscle we could muster.

Still, a festival is a festival -- not an auction house. Getting distributors' asses into the seats was still difficult and iffy at best. The movie needed to get some advance press and that most elusive of all things -- buzz. You can't buy it and you can't count on it. But you do need it to stand out from the crowd.

We held our breath, went to premiere night with our fingers crossed and hoped that the buyers would show up at one of our four scheduled screenings.

Our first surprise came on premiere night. The film got a standing ovation.

Now festival audiences are not regular audiences -- and the presence of the lead actors of any given movie in the audience certainly charges things up. But the laughter, applause and genuine good will the movie attracted was slightly astonishing to us. And soon another surprise came our way.

We seemed to have buzz. How did we know? Because our other screenings all suddenly sold out. Now the problem was: Did we have enough seats for distributors? Soon Tribeca was adding screenings -- I believe we finally had 9 or 10 -- and they too were all sold out. We did Q&A's after each screening and were always delighted with the big-time reaction the movie seemed to provoke: It was an audience movie, one that the viewers laughed at, rooted for, spoke back to (oddly enough -- it seems to provoke some people to urge the on-screen actors to do or not do certain things, i.e.: Don't go in that door! Watch out! Oh no! Etc. An almost nickelodeon-like experience).

Proof that it was, in fact, an audience movie came one afternoon, deep into the festival, when my producer, Lauren Versel, called me to tell me that the votes for the audience award were being tabulated online and we seemed to be in a tie for first place. At which point I decided to attend that particular award ceremony.

That night, we were thrilled to be the recipients of the Heineken Audience Award -- the movie seemed to have acquired a streak of good luck, good will and good karma. Of course the buyers would be interested in us now. Right?

Not exactly. While people from the major companies were coming to screenings, our phones weren't exactly ringing off the hook. A few passes came in -- always couched in compliments and confusion ("We loved it, very nice, we're all broke and just aren't acquiring right now ...") A few companies seemed genuinely interested -- Sony Classics and Miramax both made noises like they might be making offers ... and then disappeared from view. Fox Searchlight watched the film and felt it necessary to send me an e-mail saying that while they liked the film and found it in some ways reminiscent of "Little Miss Sunshine," the "filmmaking just wasn't quite up to that level."

Which is at once both the gentlest and creepiest way anyone in Hollywood has ever told me to fuck off.

And then there was a company that kept calling that we didn't know much about. Anchor Bay was the "specialty" division of Overture and a very nice man named Kevin Kasha was genuinely enthused by the film. Well, that was a relief. Although they were a "small" company, they thought big. And they thought we had something that might -- just might -- be a tiger by the tail. Our talks extended way past the end of the Tribeca Film Festival and culminated in their acquiring the film for theatrical release.

That was last summer. The folks at Anchor Bay have proven to be a dream to work with -- collaborative, supportive and genuinely invested in making our movie work in the marketplace. Early on the decision was made -- mutually -- not to put the film out in the so-called award season, as it seemed too crowded and unnecessarily competitive a time for it to find an audience. And so we've been waiting ... and waiting ... and finally here we are. I wrote the script in September 2001. I met Andy Garcia around Thanksgiving 2006. Lauren Versel had the movie financed by spring 2008. It was finished at the end of that year, premiered in the spring of 2009 and -- as you read this, in March 2010 -- it has opened.

A long journey -- and as I write this (on Thursday before we open), I don't know its outcome. But you do. And whatever it may be, I hope you feel like giving the movie 90 minutes of your life. I truly believe you won't wish for your time or money back. And I truly don't wish for the decade of my life that the movie took to get made to be given back to me -- it's all been worth it.

Me: You psychically know I need brownies?

Mom: No, the Movie Club needs brownies for Wednesday.

Me: Oh, you having a St. Pat's movie?

Mom: Yes, Louise's great grandson taped "Leprechaun" from on-demand for us.

Me: Oh, Mom. I don't think the ladies are going to like that movie at all.

Mom: Nonsense. Louise's great-grandson said the movie was for kids. What's not to like about a children's movie about leprechauns?

Me: Maybe it's not the movie I'm thinking about. Let me flip through the free movies and see.

Mom: It's going to be fun. Thelma's making mock haggis.

Me: Hasn't haggis been mocked enough? Here it is: "Leprechaun 5: Leprechaun in the Hood." It stars Ice-T and Coolio. Oh, Mom, I really don't think ...

Mom: I know Ice-T! He's on "Law & Order." I don't know Coolio. Maybe he keeps Ice-T cold.

Me: Mom, I can't imagine sitting through this movie with Miss Thel...

Mom: ...

Me: ...

Mom: What!? I already told you why I called.

Me: Mom, do you think you can change the Movie Club to Tuesday so we can have a review for the diary people on St. Patrick's Day?

Mom: I don't see why not. Thelma's already made the mock haggis. She said it was better if it sat a day or so. I'll call you back.

***

Me: Hello, this is your daughter.

Mom: Hello, this is your mother. Everybody said it was fine to move it to Tuesday if you think the Web people would enjoy our review of "Leprechaun 5."

Me: Oh, I think the Web people would like it very much.

Mom: OK, bring the brownies.

Me: Will do. Love you, bye.

Mom: Love you too.

[click]

Me: I'm going to hell.

***

Tuesday:

Me: You actually have paper plates today.

Thelma: Yes, but I hope you brought your own spoon. Haggis isn't finger food.

Mom: I brought her a spoon.

Me: Is that manicotti shells? That's the weirdest looking ricotta I've ever seen.

Thelma: Ha! You can tell you're not Irish. That's oatmeal.

Louise: Thelma, you're not Irish either.

Thelma: I'm Finnish. That's close enough.

Tansy: You're finished? With what?

Thelma: With talking with you.

Me: Isn't haggis Scottish?

Louise: All those countries are jammed up together. Since the shells are from Italy, that balances everything out.

Thelma: Betty's daughter, hand me your plate and I'll give you a haggis tube.

Me: That sounds so delicious.

***

Mom: That leprechaun looks a little scary. Is he a vampire, too?

Louise: Oh, maybe so. The kids love vampires now.

Tansy: The language is a little spicy for a kid's movie.

Thelma: I can't understand anything but the cuss words. Just what in the hell kind of kid's movie is this?

Mom: Is that Huggy Bear?

Me: Mom, not every skinny black man in a movie is Huggy Bear.

Mom: That music is horrible. What's that called again?

Me: Rap.

Mom: Crap.

Tansy: I wonder if I can rap. [clap clap] There once was a man from Nantucket ... something about a bucket ... then a word that rhymes with Nantucket.

Thelma: I'd say that was bad, but it's better than what's in the movie.

Louise: That's a limerick, Tansy. That's appropriate for St. Patrick's Day.

Tansy: Did Patrick like limericks?

Mom: Do you think that Ice-T might be undercover trying to catch the vampire leprechaun?

Thelma: This movie is horrible. We should turn it off.

Me: Think about the diary people!

Louise: What's hip-hop?

Me: That's a kind of music style.

Louise: How is that different from rap?

Me: .... Ah ... I don't really know. Maybe they hop around during it.

Thelma: I hope they break a hip hopping around. This is awful. Let's turn it off.

Me: No! It might get better.

Thelma: The only way this is getting better is if the tape breaks.

Mom: Why are they robbing that office without wearing gloves? Don't these people watch any of the CSIs?

Louise: Have you ever smoked marijuana?

Tansy: Why is everyone looking at me? I haven't. I just used cocaine that one time.

Thelma: I have.

Tansy, Louise, Mom, Me: What!?

Thelma: I found some in my son's room once. I don't see what the big deal was. I decided not to say anything about it. It seemed to keep the boy quiet, though a bit smelly.

Louise: Betty, you and Deven should go to a black church next week.

Tansy: Do all black churches cuss in their hymns?

Me: That's just in the movie, Miss Tansy.

Mom: God is going to punish them for doing that.

Thelma: He already has by putting them in this movie. Why are we still watching this?

Mom: For the Web people. Deven, you said that most people liked to read our reviews when they had already seen the movie. Do you think the Web people have seen "Leprechaun 5"?

Me: Yes. Every one of them.

Thelma: I'm telling you these diary people are some kind of weird perverts.

Louise: That nightclub looks more depressing than this activity room. Did they film this in someone's rec room?

Thelma: We could make a better vampire movie.

Mom: Deven, fast-forward through some of this.

Me: OK, but don't blame me if you lose the plot.

Tansy: STOP! They're dressing up like lady-men! I like lady-men in movies.

Mom: He's supposed to seduce the leprechaun? He looks like Nell Carter with a beard.

Thelma: That's it? He gets a recording contact because he's now with the leprechaun? What kind of moral is that for a kid's movie?

Tansy: No one turned into a vampire.

Mom: They should have done the whole movie as lady-men. Never mind. They shouldn't have done this movie at all.

Louise: I'm going to give my great-grandson a piece of my mind! What was he thinking giving us that movie to watch? That boy needs to be punished.

Me: I think there might be a few haggis tubes left you can give him.

Thelma: Was that a crack about my haggis? I admit it wasn't my best. I didn't realize I had used the oatmeal with raisins until it was too late.

 ***

The recipe for Mock Haggis, served I-am-surly style:

One manicotti tube per person
Two packages of instant oatmeal per person (brown sugar and raisin flavored oatmeal optional)
One can chicken stock
Green onions
Parsley to garnish

Directions:

Boil manicotti using box directions, cool.

Chop green onions.

Using smallish bowl, combine two packages of instant oatmeal and a tablespoon of chopped green onions. Add 1/4 cup of chicken stock. Microwave 90 seconds.

Let this cool while preparing another bowl of oatmeal (yes, it messes up two bowls, but your fingers will thank you).

Taking the cooled oatmeal, stuff into a tube. Repeat until all your tubes are filled.

Garnish with parsley if you wish, though it's a waste because no one ever eats the parsley.

Dish one tube per person on paper plate.

Wait until cook is distracted, cover haggis tube with paper napkin and shuffle unobtrusively to the trash can. Bury haggis tube under old newspaper.

Happy St. Patrick's Day!

The answer turns out to be easy. By doing what the Disney organization has always done best.Inventing reality. Ducking controversy. And making money. Case in point.

Released this week on DVD, "The Princess and the Frog" is a marvel of neo-classic animation and cultural avoidance. Set in New Orleans, the plucky Princess Tiana's traditional "I Want" song outlines the plot in all the detail we need. She's "almost there" to her dream of running her own restaurant, but not so fast. Her destination is changed by an encounter with an evil voodoo man and a hunky and oddly hued prince who apparently hails from the same "Pseudogravia" much beloved in Marx Brothers movies.

There's not much not to like in this film, but not much to love, either. The terrific score by honorary son of New Orleans Randy Newman keeps things cooking, the hand-drawn animation is a thing of beauty, and every story beat is hit precisely. But overshadowing everything is the elegant sidestepping of everything relating to race and reality. One sly way the film does this is by turning the heroine into a frog, and keeping her that way for most of the movie. The handsome prince and love object of the lead characters, black and white, is some mocha blend of nationality not found in nature. And, of course, by setting the movie in pre-Katrina New Orleans, we are clearly in a fantasy world from frame one.

And, of course, no fantasy sidestepping of race in modern America can be complete without the regal presence of Oprah Winfrey, who here lends her wise and saintly voice to Tiana's wise and saintly mother.

The end result of all this craftsmanship and corporate second-guessing is as carefully calibrated as the hypothetical gumbo that Tiana plans on serving in her mythical restaurant. One can just sense the nervous calculation behind every line of dialogue and hint of cultural nuance. This flop sweat is as pervasive and stifling as the swamp where our lead characters find themselves.

But Disney has waded into this big muddy of animated racial politics before. And one can be certain that when they went out to make and market "Princess and the Frog" they tried to avoid the quicksand they encountered on their first journey.

Which brings us to our companion feature, "Song of the South," and the source of my promised frustration. In many ways, "The Princess and the Frog" is the "answer song" to this 1946 progenitor, and when one looks at the history surrounding the original, the flop sweat doesn't seem so sweaty.

How controversial is this film? Well, here is the corpo-speak statement by Disney chairman Bob Iger to his shareholders when the subject of "South's" rerelease came up in 2006. "Owing to the sensitivity that exists in our culture, balancing it with the desire to maybe increase our earnings a bit but never putting that in front of what we thought were our ethics and our integrity, we've made the decision not to rerelease it."

Imagine something so controversial that Disney actually puts "ethics and integrity" before profits, before shareholders.

Talk about a fantasy world.

Officially unavailable in any form since its last theatrical release in 1986, today copies of "Song of the South" can only be found lurking on eBay, or on brief clips on YouTube. The film has always had a samizdat quality for Disney aficionados, which of course makes its many pleasures great, but its perceived faults even greater. The closest consumers can officially get to the movie is by buying a ticket to the ride based on the film, Disneyland's Splash Mountain.

Let's just say that this experience does not do the original justice.

Set in the post-Civil War era of Reconstruction, "Song of the South" is loosely stitched together with live-action sequences framing a series of animated cartoons featuring Br'er Rabbit and the usual posse of cute animals and blundering villains. These animated sequences still work beautifully, and the first transition from film reality to animated dream, a transition that also heralds the premiere of the joyous "Zip-a-Dee-Do-Dah," represents one of the most magical transformations in all of cinema.

This merging of disparate elements would not again be pulled off this successfully until "Who Framed Roger Rabbit," but "Song of the South" got there first. It was, in point of fact, this then-radical idea of blending cartoons with live action where the project ran into trouble, almost from the beginning.

Development began in 1939 when Walt Disney secured the story rights. From the start, the creative team was well aware of the briar patch they were about to enter. Based on the 19th-century manufactured folk tales of Joel Chandler Harris, an unreconstructed Southerner and serious product of his racist times, the material still seemed to lend itself to adaptation and ultimate Disneyfication.

The road to movie purgatory was paved with good intentions.

Though not overtly racist, Walt Disney was a product of his time, and transcripts of the story meetings contain references to the "pickanninies" that he might employ. But one potential cast member's consideration gives us a glimpse of an alternate universe -- and Disney's true intentions and sensitivities to charges of racism. Paul Robeson, soon to enter the gates of HUAC hell, was actually Walt's first choice to play Uncle Remus. Disney planned to work closely with Robeson to cleanse the script of scenes and situations that might offend the black audience. Sadly for both parties, Robeson dropped out, but the final choice for the role, James Baskett, was an example of Disney's instincts for perfect casting. From the day of the film's release, Baskett was accused of putting on a grinning mask for white people, but behind the mask he radiates dignified wisdom, and that heat has to come from somewhere within.

Walt Disney found it, and a great actor found the role of his lifetime.

The rest of the live action, starring Charles Crumb's boyhood obsession Bobby Driscoll as the typical towheaded Disney lad, is more hit-or-miss, especially when Baskett is off screen. Ruth Warrick, the first Mrs. Charles Foster Kane, plays Driscoll's overly genteel mother, and in a "Citizen Kane" mini-reunion, the brilliant Gregg Toland served as the cinematographer. The overwhelming bright primary colors that wash the screen contrast brilliantly with pastoral scenes of the rural South, which becomes another kind of cinematic Xanadu for Toland.

But it is the live-action scenes where the quease factor can rise for the viewer, depending on what the viewer is looking to find. Archetypal "mammy" Hattie McDaniel makes an appearance, and yes, Uncle Remus makes it clear that he knows his place, and that assumed place does provide some cringe-worthy moments. No history, revisionist or otherwise, can wish those moments away to some "laughing place." A rosy hue of nostalgia, even one lit by Gregg Toland, cannot erase the shadows that haunted the South's landscape after the Civil War. Premiering the film in Atlanta probably didn't help, and Walt Disney and the movie were widely criticized before and during the film's first release.

The fact that James Baskett would have been barred from attending the Atlanta premiere had he (or any of the black cast) chosen to attend cancels out any sympathies one might have for the filmmakers' hurt feelings, but the artifact they created is fascinating. Everybody in the movie tiptoes around the Dumbo in the room, but -- unlike in "Princess and the Frog" -- the uneasy truce they negotiated gives the film its power, and gives Bob Iger his reasons to keep you from seeing it.

But I know what you want to know. Is "Song of the South" racist? Should it be banned?

The answers? Of course, and of course not.

No studio product made in the 1940s with any black character could shake the culture that contained it. "Song of the South" was caught between one tide going out and another one coming in, and was sucked into oblivion as a result. In spite of the film's disastrous reception, or perhaps because of it, Walt Disney lobbied hard for an honorary Academy Award for his star. Baskett deserved the award he eventually received, two years after "Song of the South" was released. Baskett died a few months later, the first black male performer ever to receive an Oscar.

Why do only the most dedicated of film nerds know this? Ask Bob Iger. Am I reading too much into a 1946 cartoon? Absolutely.

But we can't debate the post-racial nuances of Baskett's performance down in the comments section because we aren't allowed to see it.

"Princess and the Frog" tries to transcend this issue by turning the heroine Green, the hero mocha and the voiceover Oprah.

"Song of the South," mired in its own briar patch of history, racism and conveniently adopted "ethics and integrity" has no such easy way out.

Dreams don't always come true, even in a Disney cartoon.

My thought would be that based on the projected budget -- somewhere around $5 million -- this is a pretty good risk. The name value of the actors alone should protect your investment even if the film doesn't turn out too well.

But still, no money was forthcoming for “City Island.” So more reality needed to be added to our still notional movie equation. Having cast the main roles, what more reality was there to add? The answer was: a budget.

Enter my old friend, veteran indie producer Zachary Matz. Zach and I go back 10 or so years and were often, in our so-called salad days, to be found hanging around various dimly lit lounges in L.A. trying to figure out how to make movies together. Over the years our personal friendship outlasted our never-quite-professional one. But he'd read the "City Island" script and loved the cast that we'd assembled, and soon he and I were on our way to New York where I showed him the real City Island. We cruised the city and I showed him the other locations -- Roosevelt Island, Tribeca, prisons, etc. We talked though the script and how many days it would take to shoot it comfortably and efficiently. And he did a budget and schedule -- all of this, as they say, on spec.

It was at the end of our New York scouting expedition that the next piece of the puzzle fell into place. An old friend of mine, Lauren Versel -- we'd met in Hollywood in the 1990s when she was a screenwriter -- called me to catch up. Lauren had moved to New York, gotten married, had two lovely children and decided to re-enter show biz, this time as a producer. She asked what I was working on, I told her about my fully cast movie with no money and she asked to read it.

And then, rather suddenly, a bit of serendipity came our way. Lauren had been trying to produce another movie which had the reverse problems of "City Island" -- they'd raised some money but hadn't been able to get a cast together. The person who was investing in that movie asked to read my script. She liked it. Could she simply move the money from the one project over to the other? Lauren said: Of course!

So we had about a million dollars committed -- a fifth or so of what it would take. But believe me, that first money in is valuable in ways that goes beyond mere monetary value. For it shows that the train has, indeed, left the station -- albeit slowly. And a moving train encourages others to hop on. Lauren took the project to the Berlin Film Festival early in the new year and the combination of Andy Garcia, our other actors, my script and some money already in place proved immensely attractive.

Soon we had our second investor -- another million. When this happens, you have enough pieces in place to start gathering other segments of the financing in different ways. Given the strong nature of our cast and with a third of the budget now in place, we were able to start looking around for a foreign sales company to pre-sell territories in order to pump more cash into the as-yet-unmade movie. Sure enough one emerged -- Westend Films -- who became our partner. They took the project to Cannes in 2008. Now Cannes is in May and I showed Lauren the script in November. So a scant six months later we were well on our way to having the movie fully financed.

And then cracks started to appear in the surface. Minor at first. Then growing worse. It's safe to say that by the end of Cannes 2008, the bottom began to fall out of our movie. It seems most of our cast -- except Andy -- suddenly seemed like they had other things they'd rather do then make "City Island."

Why does this happen? Actors, oftentimes, will commit to a role without any real belief that the damn thing will truly happen. Most of the time, after all, movies don't happen. Except then they do. And what seemed like a promising meeting about good material months ago will, upon second look, perhaps appear in a different light and set said actor to posing some introspective questions. Like: Why aren't I getting a better paying gig? Or, where and when does this shoot, and is it going to screw up my vacation plans? Or: I liked this then, but now it stinks. Often it is simply a case of the dance card getting filled up and priorities shifting.

In the case of Marcia Gay Harden, she had two conflicts. One was a part in a movie that Drew Barrymore was directing and the other was a television pilot that was on the verge of getting picked up. At one point, we were actually in touch with the unit production manager of the Barrymore movie, trying to work out dates. The TV pilot was a different matter -- there was nothing to do but wait to see if it was a go. For the moment, she remained attached to "City Island," but "loosely" as they say. I put on a bold front, certain that she'd do our movie. From the beginning, Andy was convinced otherwise. Soon, he turned out to be right. She wasn't available and we had to face facts and move on. (Later, when I asked him why he knew early on that she wasn't going to do the movie, he replied: “Actor's intuition”).

Chloë Sevigny, on the other hand, was a simple matter of HBO making things too difficult for us. The new scripts for that season of "Big Love" had just come in and apparently there was a lot of Chloe in the show. From the earliest agent calls, we were pretty sure that we weren't going to be able to get her when we needed her.

It was May now and Lauren, Andy, Zachary and I (all co-producers) were committed to a schedule: Get this movie up and rolling for a summer shoot in New York. We looked at the calendar and figured that the latest we wanted to be shooting was Labor Day. Moving backwards, the six-week shoot would have to begin no later than mid-July. Which meant that our six-week prep would need to begin no later than the top of June.

Which meant that we needed some new actors in a goddamn hurry, before our investors smelled trouble and the whole project went el foldo, like a cheap stacking table. It's in times like these that, as a director, you start to wonder if animation might be a saner way to make a film. Or maybe using puppets instead of humans. Yeah. How about puppets?

Andy had the idea that the part of Molly -- recently Chloë Sevigny's and now clearly not hers -- would be well served and sparklingly realized by his friend Emily Mortimer, with whom he'd been in several "Pink Panther" movies, and whose off-screen humor sounded like a distressingly good match for mine and Andy's. So we sent her the script.

And bingo! She loved the part and we made arrangements to meet for coffee at a far too precious joint in Brooklyn, near where she lives. Once she showed up, I liked the place a hell of a lot better. Emily would be a delightful Molly -- proof, really, that problems really do happen for good reasons.

Which would lead one to think that our problems casting Joyce Rizzo would also soon be over. If you read interviews with actresses approaching or just passing the age of 40, certain themes tend to reoccur. Usually they complain a lot about the parts they are offered. Hollywood, it seems, doesn't respect women over 30. It doesn't believe "older" women can be desirable, sexual beings. They don't get offered parts featuring "strong" women, mothers, professionals who are also ... sexy, I guess is the missing component. You've read this rant before if you read People, Entertainment Weekly, Premiere, Vanity Fair.

So the good news, I thought, is that we were offering just such a role: a mother, a working woman, a strong personality, and still a stunner -- capable (Spoiler Alert!) of being attractive to a man half her age ... who her husband brings home from prison ... who she doesn't know is her husband's ... (enough). We made a list of appropriate actresses and prepared to spring into action. We were a "go" movie, with a start date only a few weeks away. We would make the offers to these lucky women one at a time (protocol demands this), give them a couple of days to consider it and then move on in the unlikely event they turned us down.

First up, I think, was Laura Linney. She passed. Second up was Patricia Clarkson. Also a quick pass. Laura Dern, anyone? Pass. Marisa Tomei? Pasadena! Before we knew it, a week was turning into two weeks, our start date loomed ever closer and all those movies that don't write roles for strong women who are also mothers and also sexual suddenly looked pretty smart -- they didn't write them because actresses didn't really want to do them. I honestly do think that a big turn-off was the fact that the Rizzos have two teenage children -- in the real world, of course, people have kids in their 20s but in Hollywoodland the idea of being in your early 40s with teenagers seems ... unnecessarily hurried.

Then we got an interesting bite. Mary-Louise Parker, from "Weeds" (and much, much more), liked the script. Well, that was a relief. A phone call was set up -- she was in L.A. -- and I spoke with her. She sounded terribly bright and genuinely enthusiastic, though she stopped short of actually saying she would do the movie. She said she needed to work something out, maybe it could happen, she knew I was in a time crunch and wouldn't hold me up ...

And then she passed too. Something to do with schedule, timing, kids, etc. In other words, life.

We were, by now, bordering on despondency mixed with anxiety. Xanax was my morning drug of choice. Evenings saw the bottle of Absolut vodka rapidly diminishing. We began discussing who in the office might be qualified to play the role.

And then Andy suggested Julianna Margulies, with whom he'd previously worked in a movie called "The Man From Elysian Fields." How come we hadn't thought of her before? Because she had been in something of a retirement phase ... not working ... living in New York ... got married, had a baby ... and not necessarily acting like she was too interested in going back to work. (This is all a little hard to believe now -- she is, as I'm writing this, one of the year's great "comeback" event ... but remember, this is the summer of 2008 I'm talking about.) I thought it was a fine idea -- a bit of a long shot perhaps, but why not give it a try?

A couple of days later, she phoned Andy and said she'd like to meet me.

So there I am, sitting across from Julianna Margulies at DeMarchelier at 86th and Madison. We're less than two weeks away from principal photography and as soon as I sit across from this foxy, magnetic and totally down-to-earth woman I suddenly realized: Everything truly does happen for a reason. She was exactly the combination of elements that I wanted for Joyce Rizzo. Attractive, open, funny, unafraid.

We talked around the subject for a bit. How happy she was living in New York again, how much I like it as well, etc., etc. Then we got into the script and I found she had a lot of insight into the role. She also really liked Andy -- we talked about their previous work together. All the while I'm thinking: This is who always belonged in the movie ... why did it take such a stressful and circuitous route to find her?

And then I started thinking: when is the other shoe going to drop? When is she going to tell me what she doesn't like about it?

But that didn't happen. Instead, after quite a bit of conversation she said: "So when are you guys looking to try to make this movie?"

Pause. Try to make this movie? As if it were a faraway prospect, still unfinanced and unready to roll. Apparently nobody had informed her of the emergent nature of the situation. There was the other shoe! She had no idea we were days away from going ... and no doubt she had other plans for the summer that was already upon us.

As calmly as possible I replied: "A week from next Thursday."

Now the pause belonged to Julianna. She took this in. Looked away for a moment. Then she said: "Oh. I get it. You're in trouble."

Yes, I replied. I'm in trouble.

Now we understood each other. Another long pause as she no doubt contemplated her still-open options. Then she nodded and said: "Well ... a lot of the time it's much more fun for me to just jump into something without overthinking it too much. There's one thing that I really would need from you."

At this point I'm thinking: ANYTHING! Even script changes ...

"What's that?"

"I have this great custom-made wig that would be perfect for Joyce. It'll also save you guys lots of time because my hair is a big deal to deal with every morning. If I can use the wig, I'll do the movie."

Deal.

The project began back in 2001, when Bourland started with the reasonable goal of rating 200-300 films. At the time, Bourland, who works at a grocery store down the street from his home, wanted to keep his favorite movies from slipping into oblivion. But the list ballooned as Bourland tried to "do justice to all the best films." Nine years later, after spending more than 1,600 hours in seven libraries in three states, logging more than 4,000 hours on dozens of computers, and rummaging through 110 books, his project was ready for the masses. (Though it is, unfortunately, a Microsoft Word document.) The list primarily includes films made in the English language from 1927 to 1999, and excludes documentaries, made-for-TV movies, shorts and silent films. Even a list of the 10,000 greatest movies ever made needs some limits.

Bourland spoke to us from his sister's house in Austin about the brilliance of "Starman," why Roger Ebert rules, and what drives a man to such lengths.

Was this a hobby or an obsession?

It started as a hobby, and at some point I just realized: If I'm going to do this, I'm going to do it well. I feel pretty good about how it turned out. If somebody can do better, then go ahead and spend about nine or 10 years doing it.

What was your method for ordering such a massive list?

I strived to find a consensus between what fans, critics and the movie industry thought — I attempted to synthesize all those opinions. There are people who will look at my list and see their favorite movie is No. 784. I want people to understand that I haven't judged these films. It's not a personal Brad Bourland list. This is what Brad Bourland believes the number has proven to be, and that includes hundreds and hundreds of hours reading critiques from professional film critics, trying to understand how they saw things the way they did, what they're looking for, what they're hoping not to see, and so on.

Who is the best movie critic you've come across?

Roger Ebert is the greatest. I cannot tell you how fair Roger Ebert is. He excels at fairness. There are other critics just as schooled in filmmaking, but their critiques are not taken quite as seriously because they're not even trying to be fair. They've got it in for this director, or they don’t like anything this actor does, and so on.

Which film is the most underrated?

"Being John Malkovich" [No. 502]. It's different and brilliant. It's probably the best acting John Cusack ever did.

Did you agonize over placing, for example, No. 7501, "Lord of the Flies," above No. 7502, "Sister Act 2: Back in the Habit"?

Somewhere between 2,500 to 3,500 it becomes somewhat subjective, but I kept applying the same exact rule that helped me put the first 3,000 together, and I think it worked. As long as I stuck to my method, I stayed on track. If it's an important movie, you can bet I listened to what 200 people had to say about it. In the end, I had to make the decision, but it was with lots of input from people who know movies. If a film's in the top 500, I've probably seen it 10 times because I wanted to be sure.

What's your favorite film on the list?

John Carpenter's "Starman" [No. 1,057] from 1984 is probably the film closest to my heart. There's an internal logic to "Starman" that is undeniable. I have watched that movie about 20 times over the years, and every single thing that Jeff Bridges' character, an alien trying to be human, does in that movie — whatever he says, whatever facial expressions he makes, whatever gestures he makes — he has been shown that action before. There's nothing he does out of left field. It's a brilliant piece of scriptwriting. They also have music passages for him, the lady he's in love with, and a third set of notes that go together for them. It's an old device, but it worked well. Carpenter put it together perfectly. I wish I could put it higher on the list, but I can't justify it.

How many of these films have you seen?

Fortunately in the last five years I've had the opportunity to see probably 6,000 to 7,000 of them. I would like to see them all. Unfortunately, some of the foreign ones, like the Australian and old British movies, are hard to see in America.

When you started this project, the Internet wasn't as prevalent as it is today. Has the Internet made your list redundant?

That is possible. But I still think my list is useful, especially to those who are looking for obscure movies — it's got a lot of those. I'd be the first person to tell you that the order is really not that important. What is most important is that the right movies are on this list. IMDb's been around before I got started, and they've got a great catalog of just about everything in the world. Generally, though, my ratings are more accurate than IMDb, for one reason: IMDb is really, really heavy on teenagers and testosterone.

Are you a list maker? Did you ever make lists as a child?

I've never made one in my life. This is it. I have an analytical mind, I guess, and it served this project.

Was there ever a point you felt like giving up?

About a thousand times. There were at least four or five times I thought to myself, "This is insane, why would anybody do this?" But I just kept going. I was going to ride it until it was done. I lost the entire project in 2003 and had to start over again. There were times it was like a ball and chain, but 90 percent of the time I couldn't wait to work on it the next day.

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"Soo: Revenge for a Twisted Fate," a South Korean crime movie, gives us lots and lots of blood, but spares us the cannibalism. However, even without the devouring of human hearts, "Soo" is a film of sometimes shocking brutality. Legs are driven over by Hyundai Sonatas and ears are ripped off with a kind of abruptness that recalls Lee Marvin's ass-kicking rampage in John Boorman's "Point Blank" (the two films are also similar thematically). There's also a scene where a man's throat is cut, not deeply enough to kill him, but just enough to look painful as all hell while he staggers around bleeding. The violence just happens here. There's no need for Japanese director Yoichi Sai ("Kamui Gaiden") to dwell on any of it, because there will always be more later on.

Tae-soo (Ji Jin-hee) is a freelance criminal obsessed with finding his long-lost twin brother, Tae-jin. As the two brothers are crossing the street for what should be a tearful reunion, Tae-jin is shot through the head by an assassin from a nearby rooftop. Tae-soo takes his brother's corpse, puts it on ice in his bathtub for a few days, and then secretly buries it when it starts to go bad. After going through Tae-jin's apartment, Tae-soo assumes his brother's identity as a potentially corrupt homicide detective. This is an interesting idea that's never given enough time to breath here as "Soo" (both the movie and its title character) are more concerned with revenge than the concept of stepping into a dead man's shoes.

When Tae-soo finds the combine responsible for putting the hit on his brother, he storms their headquarters in a gory conclusion that feels like what would happen if the ending of "Taxi Driver" went on for 15 extra minutes of carnage. Korea must have really strict gun control laws because gunplay is held to a minimum, but lots of hatchet men (some of whom actually carry hatchets) are stabbed with all manner of sharp objects. In addition to the usual sharkskin suit-wearing thugs, Tae-soo is plagued by creepy knife-wielding kids for good measure.

While "Soo" delivers revenge by the bucketful, the abruptness of its violence keeps the movie from building any kind of suspense and makes its storytelling somewhat confusing. Although I hate to advocate the remaking of Asian crime movies by American directors, "Soo" is an imperfect but interesting film that could provide strong source material for any future Scorseses or Tarantinos (or even the current ones).

Both more flawed and more interesting than "Soo" is "Righteous Ties," a uniquely Korean hybrid of earnest gangster melodrama and absurdist prison comedy that surprisingly works better as the latter than the former. Chi-sung (Jeong Jae-yeong) is the right hand man and leg stabber for mob boss Kim Yong-hee. You can't call him a leg breaker because Chi-sung really does stab guys in the leg. "We stab him seven times in the leg," Chi-sung explains. "We let him live, but with a bad leg."

During a botched errand of thigh stabbing, Chi-sung is arrested and sentenced to seven years in prison. His fellow inmates include an old communist, a serial killer, some assorted oddballs and a gangland badass who was thought to have been hanged but still lives due to a stay of execution. After Chi-sung is thrown into solitary confinement for laying waste to a mob of tattooed thugs with his tae kwon do kicks, his reputation as a top "slasher" grows through cellblock gossip. "I heard he took care of a dozen men in the subway at Mokpo," one convict says. "I didn't know they had subways in Mokpo," a disbelieving cellmate replies.

It's during this section of the film that "Righteous Ties" veers away from Mafia movie shtick and almost becomes the South Korean equivalent to Jim Jarmusch's "Down by Law." Scenes of Chi-sung reluctantly passing messages in solitary between the old commie and the psycho killer are actually, I shit you not, really funny. "What is this? Starbucks?" Chi-sung quips as the two prisoners on either side of his cell urge him to relay their innermost thoughts. By the time the tough hitman is reduced to being a chatty old hen, I was thinking that this is a movie that everyone has to see.

Unfortunately, extreme sentimentality rises up and almost chokes the life out of the movie. Chi-sung's parents are killed by one of his stabbing victims. His boss not only does nothing about it but orders Chi-Sung's death in order to close a business deal. On top of that, Chi-Sung's best friend, Joo-joong (Jung Joon-ho), is now the right hand man and must choose between loyalty to his boss or his best friend. This is pretty emotional stuff for a movie that also gives us cartoonish scenes of convicts piling up against a concrete prison wall in an escape attempt that's as ridiculous as it sounds. There are some pretty good laughs as the film heads into its third act, but the absurdist impulses that work battle it out with teary-eyed montages that don't for the remainder of its runtime.

Of course, if director Jin Jang ("Murder Take One") had pulled off this balancing act between heavy drama and odd comedy, "Righteous Ties" would be greatly influencing cinema on both sides of the Pacific even as we speak. Adding to the film's strange mix, "Righteous Ties" begins with a quote from Robert Frost's "Lodged" superimposed over a shot of a jet fighter streaking across the clear blue sky. "Rain to the wind said, 'You push and I'll pelt,'" the quotation reads. Although one of the characters says this before heading into the movie's climactic fight scene, it seems to say more about the film's own dichotomy than anything in it.

"Righteous Ties" and "Soo" originally came out in 2006 and 2007 respectively, but are just now being released on DVD by Virgil Films with English box art for the United States market. Although neither film quite lives up to its full potential, the fact that these things even have potential will make me keep an eye on this distributor's Korean releases. In the meantime, there's plenty of weird. They just sent me a screener for a Korean historical epic called "Once Upon a Time in a Battlefield." According the film's Wikipedia entry, it's a comedy about a 7th-century battle where the main hero "is forced to kill his family in fear of something worse to happen to them."