Sammy Prescott, raised in the small upstate-New York town of Scottsville and orphaned as a child, is now a single mother who is extremely devoted to and protective of her 8-year-old son, Rudy. Unfazed by its social limitations, she is content to live in the comfort and security of the small town in which she grew up, working in the local bank and attending Sunday church services.

She is thrilled to receive a letter from her brother, Terry, indicating that he is coming for a visit. They have remained close over the years while leading very different, separate lives. Terry wanders from state to state working odd jobs, getting into bar fights, spending nights in jail and getting into trouble with women. He is totally charming but irresponsible and seriously self-destructive.

Terry arrives with the intention of borrowing money to help out his girlfriend in Massachusetts and returning to her as soon as possible. Once in Scottsville, however, he prolongs his visit with Sammy, much to her pleasure. Whether truly blind to Terry's prior troubles and run-ins with the law or simply too long in denial over them, Sammy nevertheless puts her faith in her brother and asks him to pick up Rudy after school. Terry and Rudy get along better than expected. They are soon into some heavy male bonding; although Terry's choice of activities with the young boy (such as taking him to a pool hall late one night) are often questionable.

Temporarily freed of the constraints of single motherhood, Sammy feels reinvigorated and begins to break free of her old routines. While considering a somewhat surprising marriage proposal from her boyfriend, she falls into a brief, wild fling with her married, father-to-be boss Brian. Armed with a new attitude, a better sense of herself and a zest for life, she begins to re-evaluate the choices she has made—and has yet to make—in her life.

Yet in a string of increasingly traumatic incidents, Terry disappoints Rudy time and time again until Sammy is almost frantic, torn between her desire to help her brother and her maternal instinct to protect her son from getting hurt by yet another 'father.' Everything comes to a boiling point when Terry brings Rudy to meet Rudy Sr.—an ill-fated encounter that lands Terry in the back seat of a police car once again.

The fallout from Terry's accumulated mistakes pushes his relationship with Sammy to the breaking point. In the end, each sibling must confront some hard choices about their future as individuals and as a family.

Having written such screenplays as Analyze This (1999), Adventures of Rocky and Bullwinkle, The (2000) and the forthcoming The Lost Army, for executive producer Martin Scorsese, Kenneth Lonergan now makes his feature directorial debut with You Can Count on Me. Lonergan got his start as a playwright and a member of the Naked Angels theater company in Manhattan.

The screenplay for You Can Count on Me grew out of a one-act play Lonergan wrote for a reading at Naked Angels. "We have these evenings of short pieces, each with a different theme, and on this particular evening the theme was faith," he recalls. "I had this idea of a brother and sister, and the brother is a screw-up but the sister still believes in him. She is always pulling for him, but he is very difficult. I thought that this kind of relationship could be interesting to write about. So, I wrote this short play, and then I got another idea. What if the sister had a little son and the brother developed a relationship with the boy? And then, if that situation became problematic, it might be an interesting premise on which to build a script."

The producers of You Can Count on Me, John Hart and Jeff Sharp of Hart/Sharp Entertainment, had worked with Lonergan in the past. Hart/Sharp produces theatre (including the Broadway musical revival "How to Succeed in Business Without Really Trying," which starred Matthew Broderick) in addition to films.

"Jeff and I got involved with this project because we had seen Kenny's play, 'This is Our Youth,'" says Hart. "We were totally captivated by it, so much so that we acquired the film rights. We started pre-production on the film, and then Kenny gave us the script for You Can Count on Me. We then decided that this was the perfect script with which to start a relationship with Kenny. It was a story that we both really responded to."
The script has a personal resonance for Jeff Sharp. "Being the child of divorced parents and growing up with only a mother at home enabled me to relate to the characters of Sammy and Rudy," he says. "The challenges of navigating family life without a father present are represented truthfully in the script. Kenny captured that world in an honest way. It added to my desire to get behind the project and bring it to the screen."

Executive producers Martin Scorsese and Barbara De Fina have been fans of Lonergan's work for a long time. "I love his writing," says Scorsese, the Academy Award(TM)-nominated filmmaker, who is currently collaborating on a script and a new project with Lonergan. "When we heard he was directing his own screenplay, we were very excited for Kenny and wanted to get involved and support him."

De Fina, who has produced such hard-hitting dramas as GoodFellas, Cape Fear (1991) and Casino (1995) with Scorsese, was captivated by this "small personal story about a single woman raising a child. This kind of story is not dealt with in films very much. You Can Count on Me is a departure from the things we usually get involved with."

Larry Meistrich of The Shooting Gallery heard of the project through John Hart, with whom he previously collaborated on the ensemble drama Drunks. "I saw Kenny's plays and Analyze This (1999)," says Meistrich. "We met with Kenny and thought he would be an excellent filmmaker. Needless to say, working with talented actors like Matthew Broderick and Laura Linney was also a big attraction," Meistrich adds.

With films like Truman Show, The (1998) , Absolute Power (1997) to her credit, Laura Linney was the ideal candidate to bring to life the intricate and emotionally demanding role of Sammy. Linney, who has performed in many New York theater productions, was familiar with Lonergan's work. "Over the years, Kenny and I traded dozens of phone calls about potential readings, so we knew each other and were familiar with each other's work. I always respected his talent. I was very happy when this film went into production so we could finally work together. It has been a wonderful experience."
She was immediately attracted to the script and to the part. "They are great characters; it is a sweet story, and it has a big heart. There are acting challenges galore because of the subtleties of the relationships involved. It is an absolute delight for an actor," she says.

Mark Ruffalo, whose other film credits include 54, Ride with the Devil (1999), Last Time I Committed Suicide, The (1997) and John Woo's forthcoming WW II drama Windtalkers (2001) , joined the cast as Terry. He has also acted in many of Lonergan's plays, including the off-Broadway hit "This is Our Youth." "I have been working with Kenny for a long time," says Ruffalo. "We did three or four theater projects together. I directed some of his theater pieces, too. I really know his characters and his work. In a sense, I like to think of myself as Kenny's alter ego or as the characters he plays himself in his pieces. We both work the same way. We jive pretty well together."

Matthew Broderick, who took on the role of the nitpicking bank manager Brian, and Lonergan have been best friends since they were 15 years old and Broderick was acting in Lonergan's high school plays. "I like the role of Brian," says Broderick. "I don't judge him all that much. I tried to make him real and interesting and entertaining. It isn't a big part, but it's funny. That's why I wanted to do it." Also, he adds, "I would do anything for Kenny."

Through the prism of two contrasting, everyday lifestyles—one, a seemingly conservative single mother who holds a steady bank job; the other, a drifter rejecting his small-town past but ill-equipped to build a real future—You Can Count On Me explores broader issues. One of these central ideas is the breakdown of the traditional family structure in the late 20th century and its tremendous impact on kids now growing up with absent parents.

"In the film, Sammy and Terry are orphans. But many 'Gen X' and 'Gen Y' kids are also 'orphans' in a sense, because their parents are so involved in their own lives that they become less involved and less influential in the lives of their children," observes producer John Hart.

For his part, Lonergan was interested in how people choose to live their lives and where that choice ultimately leads them. Everyone in the movie has either been forced into or has chosen a particular path. They are all running into difficulties because of the unique problems presented by that choice.

"The conflict in the film is personal above anything else. It is a conflict between people who really care for each other, who are trying really hard to be good to each other and themselves, but clash because they believe in different things and want something different from life."

Indeed, despite their shared origin, brother and sister grow up and espouse two very different philosophies. "Sammy believes that everything, however terrible it might be, is done for a reason," explains Linney. "Terry doesn't buy that at all, and so he becomes cynical, disconnected and irresponsible. When she sees the trouble he is in when he returns home, she tries, as gently as she can, to suggest that maybe if he looks to his roots and the religion that molded their childhood, when things were good, it might help him."

"Sammy is kind of a mother figure for Terry as well," adds Ruffalo. "She has always taken on that role. Their parents died in a car wreck, and Sammy has always felt like she had to take care of the family. When his parents died Terry gave up on the world. Sammy, though, feels she must always keep tabs on Terry and make sure he's all right. She's always trying to help him to believe in himself or believe in something to give him a feeling that life is worth living."

Roles are reversed, however, when Terry begins to bond with his nephew, Rudy. Terry, generally aloof and unreliable, assumes partial responsibility as caretaker and mentor to him. "With Rudy, Terry goes back to his past. Terry was eight when his parents died, and Rudy is eight," comments Ruffalo. "This kid makes Terry bring himself up to speed. In the end, he realizes that he really cares about Rudy, and he's never cared about anybody in his life but himself."

Having been abandoned by his biological father, Rudy also derives benefits from this new bond. "It gives Rudy the confidence that he never had. He didn't have a man in his life. His father split when he was two, and he has never had that kind of guidance or appreciation from an older guy," says Ruffalo. "He has a mother, of course, but not having a father makes him insecure. Rudy and Terry become close friends, and Rudy learns how to be man and stand up for himself."

The relationship between the two males Sammy loves most in life does not flower without causing some family friction. Sammy does not always approve of Terry's decisions. While overjoyed with their friendship, she is put in a tough position when she learns that Terry entertains Rudy by dragging him to a pool hall one night. Linney says, "When Terry comes back into her life, he repeatedly points out to her that she treats her eight-year-old son like a child. Sammy's view is that he is a child. Terry challenges her motherhood, which is the one thing she has always felt proud of and assumed is her greatest accomplishment. This creates a big struggle. She starts to doubt herself, and she also fights with Terry about it."

While Terry takes care of Rudy, Sammy, relishing her new independence, goes a little wild with her married boss, Brian. This presents another new conflict in Sammy's well-ordered life. Religion is extremely important to Sammy, and she again is forced to struggle with faith amid the confusions and temptations of modern life.

"Religion is the one constant in her life," says Linney. "It brings her a great sense of security and a wonderful connection to the community. It helps her to have faith that everything is going as it should, that nothing happens without a reason."

Principal photography on You Can Count on Me (2000)
took place among the lush, green Catskill Mountains, about a two and a half hour drive north of Manhattan. The locations were the houses, bars and restaurants in and around the town of Phoenicia, NY.

Shooting in the mountains when the city was plagued by a heat wave was a plus for the cast and crew. "It was almost like making a movie at summer camp," says Larry Meistrich. "I think the sense of being outside of an urban area was refreshing."

The small town of Scottsville was a character in the movie in its own right in the movie. Lonergan specifically chose to set the film in a small town rather than an urban area due to the two-sided nature of living in a small town. "I think the problems of living in a city are not the problems of this movie. The way the characters relate to the town is really important. It is very beautiful and peaceful living in a small town, but it also means fewer choices and possibilities. So you are stuck with two alternative: staying or leaving. Sammy, Terry and all the other characters are dealing with a limited set of choices. It never occurred to me that it could be set in a big city," he says.

Linney believes that the locale is essential to the movie. "It highlights the contrast between Sammy and Terry in a very significant way. Terry left home. He has traveled the world and experienced a lot. Sammy has never left. She stayed in the place that connects her to her past and to the memory of her parents. So even though Sammy sees herself as the far more mature one, that is not necessarily the case."

An alternate title for You Can Count on Me (2000) could have been "Six Degrees of Kenny," as Lonergan has previous connections to just about everyone involved in the film. Lonergan says, "It was important to work with people I know and trust. It was great having many people that I had already worked with on my first movie."

At first, the remote location was daunting to cast and crew. However, it turned out to be a mixed blessing, according to John Hart. "Ultimately it was responsible for bringing the cast and crew so close together. In the mountains where we shot, cell phones are inoperable. As a result, communication between the production office and the set was limited. We had to use a runner, something that probably hasn't been done for years in this business. In addition, most of the hotel accommodations had no telephones. Due to the low budget, we did not have the money to install telephone service. Essentially, the cast and crew were cut off from the outside world."

The production had to adjust to these rigors accordingly. Matthew Broderick shot his scenes on his days off from starring in the Broadway play "Night Must Fall." He would leave for upstate New York immediately after the Sunday matinee, film all day Monday and half of Tuesday, then head back to the city for the Tuesday evening performance. Despite his grueling schedule, Broderick enjoyed working on a small, indie film again. "Independents have more of a team spirit to them that I think is quite nice," he says. "I enjoyed coming up here."

"Being in the country was amazing," echoes Ruffalo. "This was the best time I ever had as an actor."
"Making a movie in the country was a lot of fun because Mark, who plays my uncle, took me fishing," adds Rory Culkin, who makes his lead acting debut as Rudy in You Can Count on Me and impressed the entire cast with his professionalism. He and Ruffalo bonded right away by doing things together during off-time, just as a nephew would with his uncle.
"We were in our own little world for a month," agrees John Hart. "It was a great time."