Producer Deborah Aal first saw the original Sweet November (2001) in 1969, and was so deeply affected by its emotional impact that the story stayed with her. "Long before I ever thought of the possibility of making movies, it was one of the films I most wanted to see remade," says Aal. "I knew there was a way of contemporizing the story without losing what was so wonderful about the original. The story is very much about the enduring and abiding strength of the human heart."

Aal screened the film for her husband, producer Erwin Stoff, who shared her vision for a remake. "Besides the emotional impact, there seemed to be a very timeless element to the story," remarks Stoff, who was concurrently looking for a love story for his client Keanu Reeves, whom he manages. "In addition to the challenge of working in a different genre, what also appealed to Keanu was the idea of doing a movie that had absolutely not one blue screen, not one car chase, not one fight sequence," Stoff explains. "This role is simply about relating to another character."

"I like what happens to Sara and Nelson in the piece and the nature of choice it presents," says Reeves. "It's a great part in a good piece and I was glad to be involved."

The producers felt that Reeves embodied all the traits needed to depict Nelson’s emotional metamorphosis. "One of Keanu’s great qualities is that he is both enigmatic and incredibly vulnerable," Aal says. "And the role of Nelson gives Keanu an opportunity to show a different side of himself onscreen than we have seen before." She adds, laughing, "He plays a great jerk."

"Keanu has a great gift for self-mockery and humor," notes director [Pat O’Connor]. "There's a real true emotion in him. He never lies when he's on the screen"

With Reeves on board, the filmmakers approached his talented costar from Devil's Advocate, The (1997), actress Charlize Theron. "The role of Sara requires enormous range, and Charlize has that Carole Lombard quality," Aal says. "I knew she would be able to give us the lightness and the weight necessary to make the sadness in Sara's life believable, to capture the dichotomy in Sara's personality. And she's not afraid to show the non-glamorous side of herself."

When Theron read the script she immediately related to the timeless and unconventional elements of the material. "The way these two characters come together really celebrates a lot of old love stories, while still being completely original and new," remarks Theron. "At the same time, the story focuses on the things we take for granted. It makes you think twice about what you're doing with the certain amount of time you have on this earth. Are you using it the way you should? Enjoying it the way you should? Are you making the most of it? This film will make you think about what life is really all about."

"They're perfect casting," notes costar Jason Isaacs. "Like Nelson and Sara, Keanu and Charlize are two opposites who like and respect each other, but on paper you wouldn't think their relationship could work because they're about as different as two people can get."

"This film is a classic love story," adds producer Steven Reuther. "The casting of Keanu and Charlize brings to it a spirit of timeless romance."

After Reeves and Theron were cast, the producers sought a director who could give the film a European sensibility to capture the combination of intimacy and the mundane that makes up real life. "Silences in [Pat O’Connor]'s movies speak volumes," says Stoff of the accomplished Irish director. "Often the words in his movies belie the emotions of the characters. He understands sentiment and feeling as opposed to sentimentality. He finds the beauty in truth."

O'Connor read the Sweet November (2001) screenplay and shared the Stoffs' passion for the project. "I was interested in the complexities underlying the story," O'Connor explains. "It has humor and it's very brazen. There is a very satirical edge to it, especially in the early stages of the film, but it's a love story. And the love affair develops in unusual circumstances."

In keeping with the unconventional elements of the story, the filmmakers sought the unexpected during the casting process. "We tried to make unpredictable and real choices for the movie," Stoff says. "Greg Germann brings a terrific flavor to the film as Nelson's colleague Vince, and we were very fortunate to get Jason Isaacs, who is a tremendously talented actor, to play Chaz."

"I slaughtered and laid waste to most of the Carolinas in Patriot, The (2000)" jokes Isaacs. "I'm used to doing scenes where there are a hundred dead people behind me and horses blowing up, so this film was an unusual change of pace. [Pat O’Connor] creates a wonderful atmosphere of freedom where you can contribute ideas and improvise. I've not worked with him before, yet I feel like I've worked with him a dozen times."

Greg Germann echoes Isaacs' sentiments. "Pat is outstanding to work with," Germann says. "Like Keanu, he's very open. On a daily basis, he encouraged us to improvise and to come up with stuff on our own. He makes it really fun to come to work."

O'Connor sought to balance the original aspects of the story with timeless elements from classic romance films. "I had the idea that this movie should be like a Tracy-Hepburn film," the director reveals. "It should have that kind of dynamic to it, that kind of delight in the challenge of the unexpected. I tried to make this film bounce along with a certain kind of gusto and panache and style."

Aside from being one of the most stylish, photogenic and beautiful cities in the world, San Francisco was chosen as the central location for Sweet November (2001) because it naturally lends itself to the lifestyles of Nelson and Sara. "The City seemed like a place that Sara would escape to and a place where Nelson would choose to remain," explains Stoff. "The world of advertising and business, a real concrete and glass corporate culture, is very much a presence there. Yet San Francisco continues to draw very interesting and unconventional characters to it. It allows for real authenticity and eccentricity."

Stylistically, the filmmakers avoided predictable tourist landmarks and glamour spots. "We didn't put the actors into every beautiful location we could pick and overly glamorize the scenes," O'Connor explains. "We wanted to see the living City, the reality of everyday people's lives in San Francisco, rather than what tourists are looking for. The character of the City informs you about Nelson and Sara and the lives they lead."

The Potrero Hill district, speckled with well-preserved Victorian houses, quaint boutiques, coffee houses and local taverns, serves as the visual centerpiece of the movie.

Throughout the course of the ten-week shoot, the company filmed numerous days and nights in the funky hilltop community and in some of the nearby parks.

"Potrero Hill has that special quality that Pat and I wanted for Sara," remarks production designer Naomi Shohan. "Since we spend so much time in her neighborhood, you see the rest of the movie in contrast to her world. The two points of balance are Nelson's environment and Sara's environment."

"You can actually physically see Nelson's world in downtown San Francisco from Sara's house on Potrero Hill," adds Stoff.

To contrast Sara's colorful, Victorian neighborhood, Nelson's home was staged in a high-tech, slick, monochromatic loft in an Art Deco building in downtown San Francisco. The site for his office was a real working advertising agency located in the Financial District.

Production began April 6, 2000, with the company based in offices at the historic Presidio. Dozens of locations were used throughout the City, including the Mission District, the Financial District, Delores Park, the Sunset District and Hunters Point. Stages were constructed in one of the colossal airplane hangars on Treasure Island to create the interior of Sara's apartment.

"What we've tried to do is give people a sense of how essentially a fairy tale love story like this can unfold in a very real and tangible world," says Stoff. "We've tried to give the San Francisco of the year 2001 a feeling of real texture. We hope the audience believes that these two people are woven into the fabric of this City and this community and this time."

Adding to the texture of the film is the soundtrack, which features a score by composer Chris Young and the song "Only Time" from internationally acclaimed recording artist Enya. The Sweet November (2001) soundtrack also includes previously unreleased tracks from singer-songwriters Stevie Nicks and Paula Cole, as well as a remix of the song "The Consequences of Falling" from k.d. lang's latest album "Invincible Summer."