"The idea for 'Men With Guns' came from stories told to me by friends," says writer/director John Sayles. "One, the novelist Francisco Goldman, had an uncle who was a doctor in Guatemala and got involved in an international health program. A few years later he found that most of his students, whom he had sent off in good faith to serve as barefoot doctors in the poorer communities, had been murdered by the very government that claimed to support the program. Another friend's father was an agronomist for the Rockefeller Foundation — several of the people he trained to increase their corn yield were killed within three years of their return to the countryside."

Combining these events and the last twenty years of Latin American political history, Sayles created the fictional character of Dr. Fuentes, an educated man unaware of what is happening in his own country. "One of the things the movie is about is the responsibility to know," says Sayles. "What is your police force doing? What is your government doing? What is your company doing? And not to pretend that you can't know. And there is that point between ignorance and willful ignorance that is interesting with Dr. Fuentes — 'How much did I not know because I was lied to?' and 'How much did I not know because I had a comfortable life and really didn't want to know?' "

"One of the reasons that people avoid knowing things is that they can't, in any conscience, continue their lives as usual if they admit that knowledge. Once Dr. Fuentes leaves the cocoon of his protected city life, there is no turning back."

For Sayles, it was important that the story not be set in a specific place. "I didn't want people to say, that can only happen in El Salvador, that can only happen in Guatemala or Mexico," says Sayles. "This doesn't just happen in Latin America. This kind of thing is happening in Africa, in the former Yugoslavia and the Soviet Union. And it certainly happened in the United States. We were just more thorough in eliminating indigenous people than some other societies."

Sayles felt it was crucial that the film be made in Spanish. "I've acted in a foreign language, and I found that 80% of your energy goes into the language and only 20% into being the character you want to be," says Sayles. "It made no sense for me to have the actors struggling with their English, or doing their scenes phonetically, rather than concentrating on their acting." Also, language plays a significant role in the story, as the indigenous people speak in their own languages, including Nahuatl, Tzotzil, Maya and Kuna. They are therefore not able to communicate with the Spanish-speaking Dr. Fuentes, or even with Indians from different villages. "If everyone was speaking English, it wouldn't make as much sense," says Sayles. "Language is one of the main gaps between these people."

Sayles wrote early drafts of the screenplay in Spanish, with an eye to keeping the dialogue simple. "No matter what language you speak, some of the story will be received through subtitles. I didn't want those subtitles to be as reductive and inaccurate as usual." Sayles, who taught himself Spanish to write his 1991 novel Los Gusanos (about the Cuban community in Miami), did a final draft in English and had Mexican writer/director Alejandro Springall translate from that. In a final pass, they tried to eliminate any idioms that were too specifically Mexican.

Sayles originally wanted to make "Men With Guns" his next film after 1994's "The Secret of Roan Inish." Along with producers Maggie Renzi and R. Paul Miller, he scouted Mexico and Belize, but they decided they couldn't make the film at that time on a budget that was acceptable to them. "Instead we did 'Lone Star,' " says Sayles. "Some of our nicest movies have been 'instead' movies. We shot 'The Brother From Another Planet' six weeks after we realized that the money had fallen through for 'Matewan.' "

Returning to the project after the completion of "Lone Star," Sayles, Renzi and Miller did some additional scouting in Mexico and now felt confident that they could make it work. "Some movies take more thinking," says Renzi. "And the more you plan, the more you can get out of a low budget." With only six weeks of shooting and over fifty locations, it was essential to find a way to move the production team as little as possible. "We established three primary locations — Mexico City, Veracruz and Chiapas/Palenque — from which we could radiate out every day," says Miller. "We began by isolating the locations that John absolutely needed to have and then searched high and low for others nearby that would satisfy his needs. It was the equivalent of filming in New York, Indiana and Wyoming. It was a four hour journey from Mexico City to Veracruz, and twelve hours from Veracruz to Palenque."

Renzi and Miller secured the financing for the film's $2.5 million budget from various private sources as well as The Independent Film Channel. Almost all of the film's production crew, including production designer Felipe Fernández Del Paso and costume designer Mayes C. Rubeo are Mexican. (One exception is the Polish director of photography, Slawomir Idziak, who had previously shot over forty films, including Kieslowski's "Blue" and "The Journey of August King.") "We found very young people who didn't necessarily have a huge amount of experience but were really good at their jobs," says Sayles. "The crew was fantastic," says Miller. "They worked really hard."

For the key role of Dr. Fuentes, Sayles cast Argentinian actor Federico Luppi ("Cronos," "A Place in the World," "Time for Revenge"). "I had seen a number of his films and I always had him in mind when I wrote the screenplay," says Sayles. "In addition to being a good actor, he has the kind of bearing, dignity and intelligence I needed for the movie. Also, as racial and ethnic politics have so much bearing on the story, he seems more Spanish-looking, less mestizo than anyone else in the film." An admirer of "Lone Star," Luppi was quick to sign on. "I thought the script was beautifully written," says Luppi. "My character develops in a realistic way, the way a human being does, without political speeches or an obvious 'message.' And I found John Sayles to be a man who loves cinema deeply and loves the feeling of truth that cinema has. Also, he's very sympathetic, patient and prepared — something that the actors are very grateful for."

Months before shooting began, casting director Lizzie Curry Martinez set out for Mexico with her brother David to find the remainder of the over fifty speaking parts in the film. "We looked all over Mexico City, Veracruz and Chiapas, looking for people who had some theater experience, or any kind of performance experience," says Martinez. They put up signs in local theater groups, schools, arts organizations and cultural centers and held auditions. Some of the main actors, including Damián Delgado (Domingo) and Damián Alcázar (Padre Portillo), were found through Mexico's best-known agent, Claudia Becker, but most came from Martinez's grass roots methods. Iguandili López, who plays Mother, the Indian woman who relates the story of Dr. Fuentes to her daughter, is a dancer from Panama, who was found studying contemporary dance in Xalapa, Veracruz. Dan Rivera González, who portrays Conejo, Dr. Fuentes' young guide, was discovered at an open audition. Tania Cruz (Graciela) was studying acting with Damián Alcázar in Xalapa. Martinez met some members of an indigenous theatre group, Sna Jtz'Ibajom, based in San Cristobal de las Casas, at a photo exhibit in Mexico City. After Martinez took a trip to San Cristobal de las Casas in Chiapas, six men from the group agreed to play the doomed village elders in a key scene from "Men With Guns."

Working with background extras posed even greater challenges. "Most of the people we worked with had not only never been in a movie — they had never even seen a movie," says Martinez. "We used a video camera to run through the parts with them. The whole village would watch, so they got used to having an audience. So, when it came time to shoot, everyone liked the script and knew what it was about."

Mandy Patinkin and Kathryn Grody joined the cast of "Men With Guns" as the American tourists, Andrew and Harriet, who encounter Dr. Fuentes. Married in real life, the couple had not worked together since meeting on Michael Weller's 1978 play "The Split." "I only wrote one fan letter in my life and that was to John Sayles," says Patinkin. "I said, 'Can I please be a part of your company?' So working on this film is sort of my dream come true." "I think it's a really important story to tell because it's an old story," says Grody. "It really talks about people's responsibility for what is happening right under their noses, not only in foreign places but in your own." "It's a fascinating irony that he puts these two American tourists in the story," says Patinkin. "They're here to take photographs of the past, yet they're blind to the realities of the present, to the conditions of this man's journey. I don't think they are ugly Americans and I don't think they are stupid Americans — I just think they are naive."

"Andrew and Harriet are nice people," says Sayles, "but they're able to float through this country where this heavy-duty stuff is happening — and it's kind of an adventure for them. It doesn't affect them. They've even seen the pictures of people with their hands cut off — but they're still there. They're like the Teflon tourists. In many ways, they have more rights than the poor people of the country they're visiting. During the worst massacres in many Latin American countries, the tourism didn't stop, they were just careful not to kill anyone in front of the tourists."

On the set, Sayles communicated in Spanish with his cast and crew. "Sometimes I had a problem if two or three people were talking at the same time — I'd have to ask them to slow down." For scenes with extras who spoke only indigenous languages, he spoke in Spanish to a translator. "After the first take, if people seemed confused, we'd go back to square one," says Sayles. "You have to concentrate on the emotion coming from the actor, to sense if they're listening and reacting to the others in the scene." "The director of photography, Slawomir Idziak, didn't speak Spanish," says Miller, "and many in the grip and electric department spoke no English at all. The production manager said to me, 'They'll just speak grip.' And they would. We had a translator, but they barely used him." "There is a sort of unwritten code, which allowed all of us to somehow understand each other," says Federico Luppi.

To create the look of a nonspecific country, production designer Felipe Fernández Del Paso and his crew created artwork for fictional political parties as well as the country's own soft drink, Kokal, whose trucks can be seen throughout Fuentes' journey. Of course, any posters or flags specifically Mexican had to be carefully covered up. "Even though we were inventing some of the sets and places because it's a nonexistent country, we always took care to make it look very natural and real," says Fernández Del Paso. "The way we achieved this was to always work with local people from every location so we could make use of their knowledge about materials and construction." Costume designer Mayes C. Rubeo combined indigenous clothing from numerous countries, including Mexico, Bolivia and Guatemala. "Sometimes we took yarn from one place and put it with the clothing from another," say Rubeo. She also had to design the insignia worn on the camouflage uniforms by the film's military men. Any scenes involving guns had to be carefully handled: the prop guns had to be delivered from the prop house directly to the army liaison, where their the serial numbers taken down; then the crew returned the guns to the army every night.

The main challenges of shooting in Mexico were logistical. "Everything in the areas where we shot is a little tougher than in the U.S.," says Sayles. "The phone system, the banking system, the roads aren't as good; there's a very small film industry without much of an infrastructure. Plus we were making a road movie which spread our location scouts and art department all over the map." Anytime in the film where we had to look like we were isolated, we had to bring equipment really far," says Renzi. "That means lots of carrying equipment by hand, sometimes as much as half a mile." As so much of the Mexican jungle has been deforested, it was difficult to find the kind of dense foliage that Sayles needed for the film. "The first thing we were concerned about with shooting in the jungle was finding any," says Renzi. "It's disappearing at a rate that would alarm anyone who can see what is happening." The production was able to find four acres of jungle on the grounds of a small clinic near Palenque, Hospital El Buen Pastor. In this area just off the main road, the production team lensed the isolated mountain hideaway, Cerca del Cielo. "The main thing about the jungle is that you can't see it when you're in it, because it's above you and it's blocking off all the light," says Sayles. "So we shot on the edge of the jungle. The amazing thing is just how huge it is, how high the trees are."

"Men With Guns" was filmed in over 40 locations in just 37 shooting days in January and February of 1997. Beginning with five days in Mexico City, the filmmakers shot scenes of Fuentes' upscale home (in the posh Colonia San Angel neighborhood) and doctor's office, as well as the slum "Los Perdidos," which was filmed near the city dump at Neza, a poor suburb of Mexico City.

For the next three weeks, the production was based in the state of Veracruz, near Mount Orizaba. The main locations included: Pueblo Naranjal (Cane Country, including Rio Seco, the first village Fuentes visits), Xonotzintla (the hidden cemetery, the army attack on the village), Soledad Atzompa (Coffee Country, including Tierra Quemada, where Fuentes first meets Conejo), Monte Blanco (Banana Country), Zongolica (the open air market where Fuentes finds medical tools), and Jalapilla (where the production built the refugee camp, Modelo, on the site of a ruined sugar factory).

Finally, the company moved to the state of Chiapas, near the city of Palenque. Here they filmed scenes with the American tourists, in hotels, as well as at the celebrated Ruins of Palenque. Padre Portillo's devastating flashback was shot in the village of San José Babilonia.

For the music, Sayles collaborated with his long-time composer Mason Daring ("Lone Star") as well as with music supervisor Tom Schnabel, an expert in Latin and world music who has a radio show on the west coast called "Cafe L.A." and earlier popularized "Morning Becomes Eclectic." Schnabel sent Sayles innumerable tracks which inspired the final selections and the cues written by Daring. In keeping with the film's overall design, the idea was to use music from a variety of countries, and not let the music provide a fix on a specific country or style.

"There is a trip that the music takes, just as the locations move, from the urban sound of the city to the indigenous-sounding music at the end," says Sayles. "For the scene where Fuentes is chasing his student, Bravo, I wanted a modern, harsh feeling. So we chose a lot of very fast meringues for that. When he gets on the road we play cumbias, one of the main musical forms of Colombia, which have a great kind of galloping feeling — a nice energy but not as assaultive as the meringue. And later, in the scenes of cane country, I wanted to get some African feeling, so we used a song, "La Verdolaga," by Toto La Momposina, that has a very African drum sound to it. In the last third of the movie, most of the music is written by Mason Daring, mainly using the bass marimba, which is the backbone of Mayan music in both Chiapas and Guatemala. It has a beautiful but eerie feel. You feel the mountains and the mist in that music. There's also a bit of flute music, which brings in a Chilean-Bolivian feeling." "John has really iconoclastic taste in music," says Schnabel. "He's known for the unusualness of his movies and this soundtrack will reflect that."

Sayles had been able to location scout for "Men With Guns" before he finished the final screenplay, because he knew how the settings would tell his story visually. "A man moves from a big city where there are Indians — but you don't see them," says Sayles. "They're begging on the street, they're waiters. They're sitting on the sidewalk and they're not dressed or properly equipped for this life. Then, as he moves into the countryside, gradually he's in the villages with the indigenous people, and they're traveling with him in his car. Now he's the one who's the fish out of water — he's in his city clothes climbing in the jungle, without the language or the skills to survive there. To a certain extent, the visual strategy of the film is about that: putting him into places where the indigenous people become less and less people he can ignore."

"The main visual idea was less about the camera, and more about what we were putting in front of it in terms of locations," says Sayles. "For example, Fuentes is a widower, and he's alone. There's a certain emptiness in his life that motivates him to go on the trip. So when you choose his house, you try to find a house that has lots of space in it and is kind of blank in some ways. He has enough money to make it look like a modern art museum, but it doesn't have any props that indicate that he traveled a lot, or looks outside of his own immediate experience. Or else he would know more about what's going on in the world than he does."

"Many of my movies have a guide, an outsider, somebody you follow," says Sayles. "Whether it's the Brother From Another Planet, the little girl in 'The Secret of Roan Inish' or the union organizer in 'Matewan.' In this one, Fuentes is our guide. By following him, we think: What's he going to find out that maybe neither of us knows? What's he going to have to deal with that he doesn't think he should deal with? And maybe that I should deal with?"

In addition to Fuentes, there is a second entry into the storyline — an Indian mother who is relating the doctor's story to her daughter. "I wanted another point of view," says Sayles. "One that wasn't necessarily Western, that's a little less linear and more circular. It connects with Magic Realism, where people may be able to see things that they literally can't see. But it doesn't help them escape their fate or their station in life. This woman is clairvoyant to a certain extent. She can say, 'There's this doctor coming, and he's looking for something.' But she's not clairvoyant enough to see the mine that she stepped on. Her leg must be killing her, but now she's teaching her daughter how to make tortillas, because she may not be around to teach her later. That's one of the basic things you have to know how to do in order to survive, if that's the cornerstone of your diet."

As Fuentes makes his journey, he interacts with people he had never encountered before and ultimately comes face to face with his ignorance. The other characters know more than Fuentes does, because trouble has come right to their doorstep. The army deserter, Domingo, has terrible memories of the atrocities he has committed. The ex-priest, Padre Portillo, caused the destruction of his village when he fled to save his own life. And the child, Conejo, as a mascot for the army, has witnessed unspeakable horrors. "But all the characters in the film are ignorant of something," says Sayles. "For example, Conejo knows what the army does, and how things work in the real, hard world at its hardest edge. But he's ignorant of any cultural or moral framework — that there are some things that are crimes against nature, God and man. So he's ignorant of that whole possibility of life. But he's not willfully ignorant in the way that Fuentes is."

Many of the characters face terrible tests through the course of the story. "Portillo talks about how he was tested, and failed the test," says Sayles. "Fuentes is tested by confronting these things that he never confronted before. In the flashbacks, we see Domingo being tested. When he stabs the prisoner in the pit, he passes according to the soldiers, but he doesn't pass as far as his own upbringing is concerned. Domingo has a conscience and feels guilty about what he's done. Conejo can't be tested because he really doesn't believe in anything but survival. His only test is, 'Do I get to eat today?'"

"All the other characters in the film are people who have been touched by this brutal reality in some way, and like the pool balls in a break, have gone in different directions," says Sayles. "They join with Dr. Fuentes in this quest of his looking for something that may be a rumor, the idea that there is a place outside of politics, Cerca del Cielo ("Close to Heaven"), where the army can't reach you, where the hard realities of politics can't reach you. Is there a place like that? There may or may not be. And when you get there, it may not be what you expected it to be."

"I think what's moving about this film is that people don't just give up," says Renzi. "They keep on finding a way to live and to hope for something that's better. And they do that by joining the community of the travelers in the car and by looking for Cerca del Cielo."

Sayles came up with the title "Men With Guns" long before he had a movie to go with it. "It would be a good title for half the fiction that's been written since guns were invented," he says. "The point where men with guns come, no matter what your culture is, you do what the men with guns say." "What Fuentes learns in the places he goes is that to the people who were there, the particular politics of — Was it the Right? Was it the Left? Were they Indians? Were they white? — doesn't matter," says Renzi. "The only point is they were men with guns."

"The people in the villages don't expect much from the government," says Sayles. "They hope to be left alone. Their politics tend to be very local, very much tied to the land. In Padre Portillo's flashback we see the villagers deciding not to leave. They believe in themselves and in their culture, which is synonymous with their land. Portillo runs because he's a westerner, not because he's a bad Catholic. The villagers have a longer view: 'Even if we all survive, but lose our land and our connection with it, who will we be in the world? We'll lose both our future and our past.' "

"I think people are moved by the human impulse towards faith," says Maggie Renzi. "And the actions of the Indian men who sacrifice themselves for the community are an expression of extraordinary faith."

Just as Sayles introduced us to life on the Texas-Mexico border in "Lone Star," to coal miners in West Virginia in "Matewan," and to the inner city in "City of Hope," with "Men With Guns" he once again takes us to a place we might never have been exposed to. "You don't normally hear from these people," says Renzi. "Our neighbors to the south lead lives that are so remote from ours and that few people travel to. I think the movie makes an effort to say this is what their lives are like, it's complicated, but they are knowable."

"I hope that people will leave the film thinking about their own lives," says Sayles. "And how the film applies or doesn't apply to them. I want to get people to a point where they say, 'Well wait a minute. What would I have done?'"