Some directors are born (but need a shove). Some have directing thrust upon them (by a nice Sancerre). And sometimes you become a director because there is no other alternative.

Even after obsessing, developing and raising (and, after 2008, re-raising) the dough for A Bird of the Air, I had never thought of directing it. I discovered and became enchanted by Joe Coomer’s novel The Loop in 1994. I couldn’t seem to shake it. But the rights were taken. Oh, firmly taken. Just waiting out Oprah to get them felt like a triumph. The development process, while not without its gratifications, wasn’t easy, principally because of the writers strike. Roger Towne, the screenwriter, was patience itself. We kept slogging away.

Finally, we had the script, the dough, a director, a budget, a tentative location and shoot dates. After 15 years of chasing this story, it was finally going to happen. Until, very suddenly, it wasn’t. We lost our director and were in danger of losing a big chunk of the budget if we didn’t shoot by the end of the year.

My producing partner Steven Tabakin and I did what any smart producers would do: We opened a bottle of wine. I’m not clear on exactly how it happened—I’m a cheap drunk, two glasses and I’m dancing on tabletops… but this time, it seems, he convinced me to direct the film. (Did we flip a coin?) And quit isn’t really in my vocabulary.

Even back in the day, when I was an actor, I didn’t want to direct. It took working with Arthur Penn to be shoved into directing theater. Arthur anointed me one night after a performance by saying “You’re an amazing actor, but what you really are is a director.”

To my everlasting discredit, I blurted out “Oh no, Arthur, I don’t have the ego to be a director.”

Arthur, one of the more mentally-healthy members of our business, laughed. “Oh, I think you’ll find that’s not what it’s about,” he said. “So here’s my theater, here’s the budget and the schedule. Now go find a play.”

When an American master dares you to step up, you step up. He was correct in his assessment—I loved directing theater. But this was film! I had acted in films, worked with amazing directors and enjoyed the collaborations and the micro-focus I could bring to the job. I had also seen how massively involved it was to direct. What is this need we have to tell stories? A brain disease? A primal itch?

And this eccentric, magical, multi-layered, complex, seemingly simple story needed telling.
My mind was beginning to spin, and not from the wine. A good leader hires smart, inspires the team and listens to their expertise. Could I maintain my vision and passion amidst the exhaustion and fog of shooting and still remain open to good ideas? I knew if I could get a great DP who could shoot it fast and at night, make it beautiful and not hijack the film from under me, a first-timer, I might have a chance. That and a great first AD. And, of course, a fantastic cast. The casting thing did not bother me too much. I knew these parts would be catnip for smart actors. Despite the adage that you should never work with animals, I decided to treat them as actors, so that wasn’t a problem. My bonus was the wonderful chemistry between my two leads, Rachel Nichols and Jackson Hurst.

Raine Hall was already on board as our locations manager. Raine and I are old friends, and she knew Arthur as well. As she was cheerleading me, I asked if she thought Philippe Rousselot would be interested in shooting the film. (I have very good taste.) But why would he go from the rich banquet that was Sherlock Holmes, with its mega-budget, to this small gem? Well, why not? Rejection is a part of this business, and what did I have to lose?

Raine tracked him down, sent him the script and arranged a phone call. I was aware that he was auditioning me over the phone. I talked about Lyman’s mayhem-filled night world of the highway, as contrasted with Fiona’s light, book-filled, romantic life—but mostly we spoke about music and photography. The virus that is the story had infected him as well. (I was going to discover, as would many of my collaborators, that the story was my ace in the hole.) He said “yes,” the word every woman wants to hear.

If we could find a bridge to use in an essential scene, we would shoot in New Mexico. We scouted 20 bridges, none of which had enough water beneath them to drown a mouse, and finally found one that would work. Raine assured me that, massively encumbered by bureaucracy or not, she would get it for me.

On to the first AD. I needed a problem-solving, scheduling demon who could run a quiet set without shouting. (Losing a take due to crew noise is like a fork to the brain for an actor; I didn’t want to find out what it was like for a director.) I discovered that the best AD in New Mexico was the brilliant Kaaren Ochoa. She was kind enough to meet with me but said she was already on another job. I was shattered. I had dark thoughts about that other film. I spoke with other fine candidates, but I still wanted her. Suddenly, the other production decided to go non-DGA. I pounced. Kaaren joined up.

Fabulous actors, check. Great DP, check. Killer first AD, check. Great story, check.

It wasn’t easy, but I had a strong back, good vision and warm clothes, and I was confident enough to be open to my amazing collaborators, lucky on-set accidents and the alchemy that turned it all into magic.

It’s the hardest job I’ve ever loved.

Somewhere, I hope Arthur is laughing.

A Bird of the Air opens in limited release on Friday, September 23rd. For more information, and to view the trailer, visit