The journey to the finished film started with first-time screenwriter Dave Collard's taut screenplay, a neo-noirish adventure that keeps the plot twists coming, the audience guessing, and the complications mounting towards a satisfying conclusion that ties up all the loose ends.

For his first feature script, Collard was inspired by the mystery thrillers he enjoyed most as a kid. "Those were the movies I grew up really liking," he says. "Anywhere you have those twists, where you're trying to figure it out and put together the puzzle, I just loved it."

In crafting his story, Collard knew he wanted to start with "a good guy who does the wrong thing for the right reasons." He continues, "My intent was to get the audience to like the character, then sort of throw him in a blender for the second half of the movie, hit 'blend,' and watch him try to stay away from the blades. I was going for a movie where you lean forward in your seat, where you're really interested in what's going to happen because you really feel for the guy."

From that concept, Collard's screenplay was born.

As soon as he read Collard's script, producer Neal Moritz knew he'd found his next project. "It made for exciting entertainment from beginning to end," says Moritz. "Audiences love to root for a hero, and it's even more electrifying when you have no idea how they can possibly get themselves out of the trouble they're in. That's the case with Matt in Out of Time - you're right there with him, taking the journey, and you can't wait to see where it ends up. It's a very suspenseful, thrilling story, and it's very well told."

Moritz began developing the project with MGM. The first hurdle was to find a director who could juggle the film's suspense and sexuality with the rapid-fire timing and strategic filmmaking the script would require. "We needed a filmmaker who understood the genre," says Moritz. Because of the film's complicated characters and heightened situations, the filmmakers also needed a director who had the ability to work with actors and pull strong performances from them.

"We focused in on Carl Franklin," Moritz continues. Director Carl Franklin's films have relied heavily on intricate plots and intense, well-developed characters. Jesse B'Franklin, Franklin's producing partner (and more recently his wife), saw great potential in Collard's script, and was particularly intrigued by its central character. "I liked the character of Matt," B'Franklin says.

"He's basically a good guy who, for various reasons, makes a few choices that land him in hot water. What makes it even more complex is that he makes his decisions for what the audience understands to be the right reasons. That makes us root for him from the very beginning."
B'Franklin showed the script to Carl Franklin, whose previous films High Crimes, One False Move, and Devil in a Blue Dress also pitted a lone protagonist up against a seemingly no-win situation. Franklin quickly shared B'Franklin's enthusiasm for the project. "I was intrigued by the characters and the element of the ticking clock," says Franklin. "I knew it would be a challenge. I just thought, 'You know, I'd like to try to pull this off.'"

Once Franklin came aboard to run Out of Time, he needed to find a group of talented actors who could bring the screenplay's difficult characters to life. Each character is flawed in some way, which provided rich roles for the actors to play, but it made casting more difficult than usual. "I wanted to find actors that could breathe vivid life into these characters," says Franklin.

To play Matt, the main protagonist, Franklin cast an actor with whom he'd worked previously and undeniably one of the best actors in the business: Denzel Washington.
Washington read the screenplay and was also impressed by its suspenseful twists, its neo-noir qualities, and its challenging central role. He signed on to do the project.

"When I first read the script, I thought it was a great ride," says Washington. "Carl and I had a good success previously, so that was there, but first and foremost with me it always comes down to the script. I found it very interesting and I liked the character of Matt. I thought it would be a great role to play."

Discussing his character, Washington says, "He's a big fish in a little pond. He's the chief of police in a four-cop town, and he's pretty content. He thinks he has everything right where he is. He thinks he can do no wrong - and pays the price.

"For me," continues Washington, "in terms of my character, the picture is really about temptation, and what can happen when you give in to it. It's about sticking your hand in the cookie jar and it turns out to be full of fire. When you go out there and do something you know you shouldn't be doing, there are consequences. Though he's trying to help someone, trying to do good, Matt makes a couple of very bad mistakes."

For Carl Franklin, it was most important that the audience quickly identify with Matt and is willing to follow his lead. "If you didn't buy what Matt was doing every step of the way in this movie," says Franklin, "you'd end up sitting there saying, 'Why did he do that?' Because it's Denzel and because he's so good, you believe him every step of the way.

Joining Washington are cast members Eva Mendes, who portrays Matt's estranged wife, Alex; and Sanaa Lathan as Matt's lover Ann Merai.

Searching for two actresses to play opposite Washington was a daunting task. The filmmakers needed actresses who had the chops to match Washington scene for scene, trade off against him in heightened situations and help build the movie's steamy, sexy heat.

"The women dominate this movie. I am just along for the ride," Washington laughs. "Sanaa plays the woman I fool around with, and Eva, who was in Training Day with me, plays my wife, with whom I'm in the process of going through a divorce. Both are strong actors giving fine performances - and yes, playing opposite these two women makes me a very lucky man."

For her part, Lathan was thrilled to work with Washington and was extremely grateful for the opportunity. "Denzel is so enthusiastic about his work," she says. "He is there for you, he is there for himself. He really honours his character, he honours the story. He immerses himself in the world of the film. Working with Denzel means having a co-star who is completely in that imaginary world with you, and that naturally brings you deeper into it, too.

"I was really surprised when I read the screenplay," she continues. "It's that good - a very hot, sexy thriller," she says. Lathan enjoyed her character as well. "I was thrilled to play Anne Merai because she has so many layers. There's a mystery about her you never get a hold of. She's sexy, and she has many different colors and dynamics.

"It's always exciting when you play a character that scares you," says Lathan. "When I read Out of Time, I was like, 'Oh, gosh, can I do this?'" she says. "But that's something you should do - you should always step beyond your boundaries and do things you're not sure you can do, things you haven't done before."

To prepare for her role as Alex, Mendes says, "I did my research. I hung out with policemen and policewomen for a few days." She soon realised, however, that her notions about female police officers were wrong. "My preconception of a female cop was that they were kind of severe, but I was so wrong. They were so feminine." Expanding on her discovery, Mendes thinks being a woman can work to a detective's advantage. "You can almost play it up a little bit more," she says. "Like, 'Oh, I'm just this girl asking some questions.' That way you get more information - you're less intimidating and get more answers."
Once she was finished with her research was able to focus on exploring and building her character, Mendes says, "I thought I just needed to be myself and use what attracted me to the role in the first place: her ambition. I wanted to forget about trying to act like a cop and focus on Alex's ambition. She knows what she wants, she knows she has to get to the bottom of the mystery, and she knows the payback for her hard work is going to be quite delicious. It will benefit her career and her future."

Mendes sees a lot of herself in Alex's fierce determination. "I'm fearless in my life and in the decisions I make," she says. "To a large extent, I don't care what people think." When asked what she as a person brings to her character, she says, "I bring to Alex the fearlessness that goes with just really being yourself and saying, 'You know what? I'm so sorry if I offend you, I'm sorry if you feel excluded, but this is who I am and this is what I'm gonna do."

Before the cameras began rolling, director Franklin asked his cast to sit with each other and discover their characters. Having been an actor, Franklin understands the process.

"Carl is a real actor's director," says Lathan. "He's great and he really makes it clear to you what you need to do. I loved rehearsing with Denzel and Carl because they really love the process. That's part of the fun of rehearsal. We just went crazy coming up with the characters' histories."

Mendes also enjoyed the rehearsals. "Carl created a really nice, comfortable, open environment for us," she says. "Rehearsal time is fun time. It's when you don't have the pressure to give your best performance. You just come in and explore the characters. You can experiment and go as far as you want."

shooting out of time

Although the script was initially written to take place in the Northeast, it had changed to Florida by the time the Franklins became involved. Because the film takes place in a small town in the shadow of a bigger city, the filmmakers needed to find a believable place to create Banyan Key, a place where it's conceivable that people still knew one another from high school and that Matt's chief of police would command respect yet maintain a personal connection to his community. Finding a less developed part of Florida turned out to more of a chore than the filmmakers had expected.

For the film's big city scenes, the filmmakers chose the pastel-coloured Floridian hub of Miami.
Franklin was pleased with the Florida locations. "I especially love Miami," he says. "The heat, the colours, the multicultural society - they all give Miami a particular flavour you can't find anywhere else. It helps create a personality for the movie."

The oppressive heat ended up working well for the film, however. In a sultry, steamy tale of double-crossing and murder, the high temperature actually became another character in the movie and helped the actors turn up the heat themselves.

"When you are dealing with this kind of intense heat," says B'Franklin, "heat and steaminess can't help but seep into the film."