Thirteen Conversations About One Thing had its origins in a random, life-changing act.

In the early '90s, writer/director Jill Sprecher suffered a severe head injury as the result of a mugging in New York. The following year, a complete stranger walked by on the subway and, quite intentionally, slapped her in the head. As Sprecher sat there--tears welling in her eyes, "I hate people" flashing through her mind--she happened to glance at the passenger across the aisle. "This poor man just looked at me and smiled. I had a lot of bottled up anger because of what I had been through, and that smile just broke the spell. It was like the final healing for me."

The incident and its aftermath stayed with Sprecher for years. After completing production on Clockwatchers in 1997, she sat down with her sister Karen to explore the often-monumental effect of seemingly inconsequential moments. As with their previous screenplay, they began at the end.

"We always try to think of the end first--even the final shot--because it helps lend direction to the story," says Jill. "So, we began with the scene in which one of our characters stands on a subway platform waving to another, then went back and filled in their tales."

What resulted was an intricately poetic meditation on fate, acceptance and the nature of happiness.

Explains Karen, "We'd both read Bertrand Russell's The Conquest of Happiness, which deals with the different obstacles to achieving happiness. The book is broken down into categories, like envy, boredom and guilt, and we used these concepts as a jumping off point. The hardest part of the script was the structure, because we wanted it to be both interconnected and non-linear."

Happily, the Sprecher's symbiotic yin-yang relationship eased the process. "We work quickly because we're on the same wavelength," says Jill. "Karen studied social work and I was a philosophy major, so she tends to focus on details, like what a character might have on their desk, whereas I'm thinking, 'what does the desk mean?'"

Once they had a polished script, the Sprechers turned to Clockwatchers producer Gina Resnick to help get Thirteen Conversations off the ground.

"I felt committed to Jill and Karen as filmmakers because of Clockwatchers," she says. "And the script was so indicative of their talent, existing in the details, in the connections and even in the silences."

In Gina's search to secure financing, she approached Rena Ronson and Cassian Elwes of the William Morris Agency. They suggested she speak to Beni Atoori. Beni has quite a bit of experience under his belt when it comes to financing and producing movies and when asked by Rena and Cassian to help out, he got on the first plane to New York. He met with Gina and within twenty-four hours the financing was in place and the ball was quickly rolling.

As Resnick worked to secure financing, Jill and Karen asked a mutual friend to approach Alan Arkin about playing Gene. "Alan's an idol of ours, a real actor's actor, so we'd always envisioned him in the role," says Jill. Impressed by the script's emotional honesty, Arkin signed on almost immediately. "There was something Chekhovian in the depth and absurdity of Gene's obsession with Wade," he says, adding of the character's arc, "Even after trying to right this incredible wrong, he's still reluctant to let it in, to look at himself too closely. "

With Arkin on board, Resnick sent the screenplay to long-time friend Sandy Stern at Single Cell Pictures (Being John Malkovich), who, along with partner Michael Stipe, admired its graceful intelligence. "The script read like poetry," says Stern. "It was smart, character-driven, and carried a beautiful message." Stern's deep ties to the Hollywood talent community enabled him to bring in long-time friend Matthew McConaughey, giving the project both a bankable star and a versatile dramatic actor.

For the pivotal role of Bea, Stern suggested Clea DuVall, who was garnering praise for Girl Interrupted. "I hadn't seen her play a character quite like this, but when I went back and looked at her work I was struck by her incredible range," says Jill. "She is so focused and intense, and I could see the different shadings in each role she had done."

For DuVall, who had just completed a sci-fi movie, Thirteen Conversations allowed her to do something more grounded in reality. "It was an honour to be a part of the project because it's so well written. I felt Bea was the one honest person throughout. I admired her sincerity and her awe, and the way she copes with the realization that people won't necessarily meet her expectations."

From the outset, the Sprechers had envisioned indie stalwart John Turturro as the quietly exacting Walker. Though he had only a short window of opportunity, Turturro made time for the role. "I found it unusual in that, unlike some scripts, it was about something--what people go through and search for in life," he says. "And this is not easy material to do because there's something elliptical about it."

As luck would have it, Turturro is friend and neighbour to German actress Barbara Sukowa, who he suggested for the role of Helen. "I had been a fan of Barbara's since seeing her work with Fassbinder in grad school," says Jill. "It was so fortunate for us that she lived in New York and knew John."

Finding a New-York based actress to play Patricia was essential because of the film's complicated schedule. On a trip to Los Angeles, Jill was able to see an early cut of Traffic, which editor Stephen Mirrione was working on. "The film reminded me what a wonderful actress Amy Irving is. When I got back east, our casting director, Adrienne Stern, showed me a list of local actresses, and Amy's name was at the top. It was fate."

In rounding out the cast, Stern's extensive contacts within New York's theater community proved indispensable, especially when filling the role of Wade "Smiley" Bowman. Says Jill, "We'd already started filming, so Karen and Adrienne held the casting session without me. Karen came home later that day and said, 'I found the guy. He is Smiley.' And he was; Bill Wise is just the sweetest, happiest person. So much so that, when we were shooting the scene in which he gets fired, Alan came up to me after one take and said, 'He's making it really hard because he's just so nice.'"

To keep the production in Manhattan, they turned to Andrew Fierberg and Amy Hobby at Double A Films, a company committed to preserving the visual history of New York. Says Fierberg, "From Nadja to Sunday to Hamlet, our goal has been to portray the people of New York with a sense of humanity and pathos not always revealed in modern films. Thirteen Conversations fit perfectly into that world view." Fierberg met with the city's union representatives, who agreed to make the concessions necessary to keep the film in New York.

With its delicate balance of performance and atmosphere, Thirteen Conversations necessitated a very specific visual palette. Before production, Jill gave a book of paintings by artist John Register to production designer Mark Ricker. "Register's work evokes a strong sense of place, a kind of history and timelessness," says Sprecher. "It led us back to Edward Hopper, whose work shares a similar isolation and solitude. At the same time, there's a feeling that the people Hopper paints have rich inner lives."

The link between the characters' exterior and interior worlds proved vital to the film's design. Along with costume designer Kasia Maimone, Sprecher and Ricker laid out a different color scheme for every storyline. "We gravitated toward golden hues for Clea, rich greens for John and Amy, sombre blues for Matthew, and neutral tones for Alan," says Sprecher. "It presented a challenge because we wanted the design to feel like a whole, while also making each environment reflect the character's mood."

Another key component to the film, both visually and dramatically, was the choice of locations. Explains Fierberg, "As most of Thirteen Conversations is internal, both in space and in character, we needed spots that were quintessentially New York without being classically iconic like the Empire State Building."

One of the biggest challenges was finding a Manhattan street on which McConaughey could conceivably hit someone without being noticed. Says Sprecher, "We drove all over the city until discovering this little street called Minetta Lane, a sanctuary nestled between two busy avenues. It was so perfect that we didn't even have to control traffic--in two days of filming, not one car came by."

Because Sprecher wanted to limit the use of white in the film, she was concerned about locating a suitable apartment for Malcolm Gets' architect. "Try finding a loft in New York that doesn't have white walls. But the minute Mark read the script, he said, 'I know the space, I've seen it an architectural magazine.' And it was just gorgeous, with these great, subdued greens. Fortunately, our production co-ordinator knew someone who knew the owner, so we were able to use it."

With all of the design elements in place, Sprecher turned to veteran cinematographer Dick Pope (Secrets and Lies, Topsy Turvy, Naked) to fill out the visual style. "The looks that Dick achieves in each film are so different--he's just a genius with lighting. And having read about how Mike Leigh works, I had a hunch that Dick would be in sync with the actors."

For his part, Pope came to the project based on its great visual potential. "The script had a wonderfully quirky but totally natural feel that intrigued and touched me emotionally. And it was set in New York City, a challenge I couldn't resist."

Just how much of a challenge became clear with the onset of production. "One of the problems I faced," says Pope, "was how to get light into a room at the top of a high rise building. The New York grips and electricians were brilliant at this, however, employing lamps that they floated out from the floor above to bring light in through the window where we were filming."

For reasons both aesthetic and practical, Sprecher and Pope decided to shoot on Fuji F500 film stock throughout. "I wanted to have an even quality from beginning to end, to make sure that we stayed close to characters' moods, whether they were inside or out," says Sprecher. Adds Pope, "Once the sun passes over those canyon-like avenues in New York, it can get very dark very quickly. So I thought why not embrace the discipline of using one stock and make it work for every situation."

With only 32 days to shoot in a multitude of locations, the crew had to be as flexible as they were resourceful. "Whenever you have to move during shooting it just eats into the day," says Sprecher. "Our poor art department had to go in and completely transform some of the rooms less than two hours before we'd get there." Still, she sees the value in such exigencies: "A lot of the film's style grew out of economic necessity. For instance, you'll notice a lot of master shots; a movie with a bigger budget would have had more coverage. But then again, I think nothing is more beautiful in cinema than when an entire scene is captured in a single take."

That it was executed so successfully, say cast and crew, is a testament to the vision and craft of Jill Sprecher. "Jill has that rare but vital combination in a director: strength and flexibility," says Arkin. Turturro concurs, "She was open to letting me try a lot of things, but still knew what she was looking for. That clarity was evident even in the script." Adds Pope, "Jill's quiet strength and single-minded determination, along with the fact that she is a truly genuine person, ensured that she gained the respect of the entire crew, who committed themselves to getting the job done for her."

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