I began with the question of "what is motherhood?" What does that mean? Is there a magic potion, and do I have it? Who has it, and who doesn't? And can you tell by looking at someone? I started with a character who was the least likely candidate for motherhood that I could think of- an "unfeminine, unsettled" young woman on the run.

And it grew from there to "what is a family made of?" Should it be something that goes beyond issues of choice and freedom and personal expression, and all the things that I grew up valuing? Is it something deeper and more primal? I wanted to play with the ultimate family bond where there really is no choice in the matter--which is bondage [laughs]. From bonds to bondage, now that I think of it.

Is there a personal aspect to the story?

In the sense that I didn't have that notion of family life being rock solid and something that everybody relied on. I didn't grow up in the same house with all of my siblings, from the age of eleven on. We were all over in different places: one would be with my Mom, one with my Dad, one at a boarding school...and we were taught to be very independent. And so, from an early age, it was a special occasion for me to even be around my family--as opposed to it being a given, where you show up and your family's there.

Who were you like as a child, Manny or Lo?

Definitely Manny. Manny is like how I was before I hit puberty, which is to say inexplicably calm and confident. There have been studies done which show that girls very often peak when they're like ten or eleven [laughs]. And that confidence is not out of egotism--it's just out of: Why not? Why couldn't I do it? Why couldn't I jump around on a horse? Why couldn't I be a mathematician? Why can't I be an opera singer? It's just a fearlessness. Only recently did I start looking back at myself when I was ten and think: I can't believe I did that. I used to direct the school plays. Not only my own class, but I was invited by the teachers to direct the fifth-graders and the fourth-graders. Sixth grade was probably my peak [laughs]. Because then I moved somewhere else and it was seventh grade, and suddenly it's like the whole sexual thing came into play, and all sense of harmony with the world just fell away. I don't think it's anybody's fault and I don't know if it's gender-specific, but it was really like this kind of earthquake that started and didn't end until I was well into my twenties. I find it interesting that the teenage years and early twenties can be this long, vast detour that girls go through.

And then, somewhere in there, you start to come around. Now I'm starting to do things and behave like a person who's--certainly not like I was--but relatively fearless. The idea that I would actually go out and make a film is oddly much more congruent with who I was when I was ten. Like Manny, and Scarlett, the girl who plays her.

Why is Manny always measuring and timing things?

She has a fascination with math and science, tangible, factual reality. She's living a hugely uncertain existence. And yet, numbers always come out a certain way, and the clock always runs a certain way. I think for somebody who's living a completely nomadic life as a child, if they're wise and they're survivors, they'll find something to hold on to. And you can definitely hold on to the fact that the Big Dipper is always gonna be x-distance from the Little Dipper every night, and I think that kids know how to make use of that.

The movie has been described as being like a fairy tale. Do you agree with that?

It has the simplicity that a fairy tale has. I think what fairy tales aim to do is strip away away everyday reality, or things that have to do with the current moment, to make the story simpler. And in that simplicity, the story ultimately becomes more resonant, more universal.

Is that why you didn't really give it an obvious year or place?

It wasn't a conscious thing at the beginning, but I eventually realized that I wanted these three people to live in a kind of a separate reality that is timeless. The first part of the film is very much present day, but then as they go off into the country they go back in time. This became clear when I was looking for the location of the country house. I was consistently rejecting all the modern ones without knowing why. Eventually, I realized there was something very interesting about going to a house that looked like the Waltons could live there. Or better yet, something like "Goldilocks and the Three Bears." The story exists within the relationships of the characters and isn't about the incursion of the outside world.

Miscommunication and misunderstanding runs throughout the story: your characters are often misinterpreting what's going on around them in amusing ways that often make them feel better...particularly Lo.

Those are the characters that always fascinate me, characters that create a version of themselves that's comforting, even if it clashes with real events. Because there's nothing funnier and nothing sadder--or more poignant. And my heart instantly goes out to people like that. That's why a Courtney Love-type drives other people nuts, but I'm kind of moved by her particular brand of wrongheadness, because she exposes the need so blatantly. She is just looking for something and there is a kind of a daring about it that fascinates me--an overkill of personal conviction.

There's a woman in my yoga class, who took over the class from a very competent instructor. She just took the opportunity while you were lying on your back with your eyes closed to just yack at you about her philosophy on life [laughs]. It was very meaningful to her to go on and on about how you kept your old boyfriends in your thighs [laughs] and that's why women had problems with their thighs! But there was a sense of belief in what she was saying, and she was unknowingly exposing the need that we all have to have something to say.

Lo and Elaine are two characters who are like that.

They've both created a version of themselves that's paper-thin to anyone who's remotely observant. But yet to somebody who's even more observant than that, one level deeper, like Manny, they see what's underneath that. Manny sees all the weirdness, she sees all the wrongheadedness, she sees how they're both not who they say they are. But she sees the deeper level, which is undying love and constancy. These are two people that will not sell you out, they will be there, no matter what. And that's a value even deeper than the kind of self awareness that we all value. I guess that's what I was going for with those two characters, and Manny's devotion to both of them.

You drop a lot of hints, but you never really let out exactly what Elaine's past is.

I love a story that doesn't tell you anything that the characters don't find out. And because I think Manny didn't care, I didn't want to tell. You get hints, because that happens in life. But Manny doesn't pursue those hints. She doesn't say, "Wait a minute, are you really a nurse or not?" To her, it's pretty irrelevant. She knows what she needs to know about the woman.

Can you talk about the three actors and their contributions to this movie?

The fantastic thing about filmmaking as opposed to any other art form is that you have to take some existing beings in order to tell an entirely made-up story, and the result is never going to exactly match your story. In a good sense, they made it a different movie from the one I wrote.

For example, I had all of these ideas about Laurel and Manny and their mannerisms, and to some extent I tried to force them on the actors, and some of it worked. I had this notion that Elaine just never really looked people in the eye. Until the end. And she kind of goes and babbles on, but she never dares to actually look at someone for fear that she's gonna have to register in their eyes that they're seeing through this ridiculous facade. But it's hard to tell an actor not to look at another actor. Mary Kay explained to me that looking at another actor is the currency of acting, that's where it all happens for them. It didn't sway me from my notion, it actually proved my point, which is that somebody who is depending on a very independent version of reality is not gonna want to create a connection.

Mary Kay had qualities that for me were very essential to that character. With Elaine, there's a sense of an altered reality, I see her as somebody that's spent time in an institution, and that she has this power that people that are a little bit more integrated into society may not have. And Mary Kay Place, as a person--you'll never meet a saner, more connected person--but she has a certain zeal in life that is unusual. And she's an unconditional believer in what she believes in. And I also wanted somebody that a little girl would be enamored of in a certain way. And when I was younger I loved her character on "Mary Hartman." I was completely dazzled by her energy and the spark in her eyes. And I thought that Manny would feel that way about her.

Scarlett, who plays Manny, is a lot more physical than I imagined. I thought she would be a much more pensive, cerebral person. And Aleksa Palladino who played Lo was a lot more cerebral than I envisioned that character, who I thought would be purely physical. And so, they just changed the dynamic. It still works, it just works in a different way.

You worked with your brother Tom as director of photography on this film.

Besides being my brother and a great D.P., Tom is my best friend, and the person most in sync with my taste. I could tell him things like, "make this set feel kind of sterile and eerie like that house across the street from us in Lucas Valley," and he would know exactly what I meant. Also, because he's my "little" brother, I got the kind of deferential treatment that neophyte directors almost never get from their D.P.'s. And I think our closeness is what set the tone for the shoot, not just behind the camera, but in front of it too.

Why did you choose John Lurie to do the music?

I knew I wanted John to do it because I think he's incapable of an overly sentimental score. I didn't want to pass judgment on Manny and Lo's situation. I wanted it to be through Manny's eyes, and Manny doesn't see that there's a tragic situation. And I had this intuition that John would bring out exactly what I wanted. In terms of the tone, he nailed it, instantly, better than I could ever have hoped. To me, if Manny could write the music for her own life, that's the music it would be. It's sweet and sad, but without judgment.

Your screenplay was chosen for the Filmmaker's Lab at the Sundance Institute. Can you tell what kind of impact this workshop experience had on the final film?

A big impact. If you compare the scenes I did there to how I shot them in the movie, it's pretty night and day. Which is great. For example, I did a scene at Sundance which I covered in twelve angles, because I could spend the whole day shooting it. And then when I actually went to shoot that scene on film--I shot it in one because I realized that all these various angles made more of a meal out of it than it was ever meant to be. That was a great learning experience. I mean that you pick and choose which scenes you're gonna really kind of dissect and which scenes you'll handle more simply.

And Arthur Penn, who was an advisor there, taught me about being a loving, supportive presence for your actors. I was setting up one scene as a very wide proscenium master shot, with the camera very far away from the actors, showing the action in a very objective way. And he saw that the actress who was playing Lo was very out of sorts in this scene. And he said to me: "She's out of sorts because you're completely absent to her while she's doing this." I said, "What do you mean?" He said, "This may not always be what you need to do, but in this case it's clear you need to be there, holding on to her leg while you shoot the scene. If you're shooting a wide master you're standing in the dark, judging. And you just have to know: what are the ramifications for your actors of you standing in the dark where they can't see you, judging them." It's fascinating, because I never thought about that. Yes, it may be the way you want to shoot the scene, but depending on what you're trying to get in that scene, and depending on who you're working with, you may be completely undermining the scene by this aesthetic choice.

A lot of what I got from Sundance was about working with actors, and throwing out a lifeline to them at all times. Never underestimate how rock-solid that connection always has to be for the actors. That you're always watching. And you're picking up what they're doing, and it means something to you.

Tell me how the film came to be made.

Cathy Schulman, who was then working at Goldwyn, had been following the script since Sundance, and she had worked with Dean Silvers on other projects he produced, "Wigstock" and "The Last Good Time." He said he was looking for writers for something he was doing, and she recommended me and gave him this script. And we met and I had told him that I wasn't actually in a position to be writing for something else, because I wanted to do this movie. And it just planted the seed, and he got the idea that he wanted to make this movie and he wanted to make it soon. He was very persistent and he had a passion greater than I could have hoped for. And I figured: You don't look a gift horse like that in the mouth. And then he also turned out to be a great producer in other ways. He wasn't interested in making it more like other movies. He was interested in making it more like what it is. And he and the other producer, Marlen Hecht, they've been really insistent on that score. And when I would waver from my own idiosyncratic, wacky notion of a scene, they would say: "Well, no, that's what's great. Go for that." And when there was something that was structurally unclear or unnecessary they were great about pinpointing it. They're great creative producers, both of them.

My agent and I started sending the script out to producers in late November of 1994. And within six weeks or so I met Dean and six months later we were in production. So it was really pretty quick, the whole thing. We shot five weeks: August and the first week of September.

Where was it filmed?

In Princeton, New Jersey and the Catskills, upstate New York. About two hours from Manhattan. When I hooked up with Dean he said he wanted to shoot in New York for a variety of reasons. I thought they were all great reasons, but I wasn't sure we could shoot this story in New York. I knew I didn't want it to be specifically New York, so that forced me into a decision to make it much more generic. So I held to that and never did anything that would give away specifically where it was. We picked a license plate that's the most generic of all fifty states. I think that it makes the story richer and more resonant.

What do you think are your big influences as a filmmaker?

Working with people like Jim Jarmusch and Abel Ferrara and James Ivory--they're people that make their own films. They certainly are filmmakers very concerned with the connection with an audience, but yet, within that they realize that their strongest asset is their own specificity. And they don't turn their back on their own specificity. Some Hollywood producer might say, "Well, you know, Abel, your films are just really gory and violent. You know, get over it." Or, "Hey, Jim Ivory, your films are too slow, let's speed it up!" I'm sure had they had succumbed, they would be making films that were very unspecific, but that to me that's very uninteresting. Instead they make their own films, and that's very inspiring.