Novelist Andrew Klavan, who received the Mystery Writers of America's "Edgar" award for best mystery novel of the year, for Don't Say A Word (2001), draws inspiration for his nerve-shattering adventure tales from a variety of sources - even a new-born baby. After his daughter's birth, he would awaken every few hours each night to check on her. "One night," Klavan remembers, "I wondered, 'What if I looked in and she was gone?'"

From that disturbing thought - representing every parent's nightmare - "the basics of the story unrolled in front of me. " Much to the chagrin of his wife, Klavan set the story in his own New York apartment.

When Klavan completed Don't Say A Word, the motion picture rights were grabbed by producers Arnold and Anne Kopelson. One of the industry's most distinguished and successful producers, Arnold Kopelson, a former art and music student, is recognized for his abilities to visualize a film's look, from reading a novel or script. "In my mind, I see the scenes, move the actors around, envision the locations and hear the music. " What Kopelson saw in Klavan's novel led him to risk putting up his own money to option it. "I couldn't turn the pages fast enough," Kopelson recalls. "My skin was crawling and my heart was thumping. "

The Kopelsons spent the next two years developing the project independently. It was the beginning of a lengthy process. While the novel was hailed for its relentless pacing and tersely graphic prose, adapting it for the screen presented formidable challenges. Notes screenwriter Anthony Peckham: "The book is a great page-turner, but it's non-linear structure was difficult to translate to the screen. "

Peckham and screenwriter Patrick Smith Kelly, working separately, opened up the story through various methods: inventing a broken leg for the character of Nathan's wife, Aggie ("justifying her immobility after her daughter is kidnapped," says Peckham); adding the character of a police lieutenant whose investigation of a murder ultimately intersects with Nathan's predicament; enhancing the novel's voyeurism angle (the kidnappers, situated above the Conrad apartment, always have their eye on the bedridden Aggie) and setting the story during the Thanksgiving holiday. The latter provided the foundation for one of the film's key action scenes, which sees Nathan desperately trying to make his way to Elisabeth by going through Macy's Thanksgiving Day Parade.

As development on the project continued through various studio management changes, the Kopelsons remained steadfast in their commitment to and faith in the material. So, too, did another fan of the novel: Michael Douglas, who expressed interest in the project and in the role of Nathan Conrad; in fact, the role was written with Douglas in mind, says Anthony Peckham

"DON'T SAY A WORD (2001) is a thriller in the classic tradition," says Douglas. "Its strength lies in the unexpected qualities of its characters. For example, Nathan Conrad is someone who appears to have everything. Suddenly, what he loves most is taken away from him - and he struggles against a ticking clock to get her back. "

Nathan must traverse the worlds of the insane (the fictional Bridgeview Psychiatric Hospital, closely modeled after New York's famed Bellevue Hospital) and the dead (an enormous graveyard), to save his daughter. His journey leads him to undergo radical changes. "Nathan never had to get his hands dirty," notes Patrick Smith Kelly. By the end, he's become like a primal man, determined to get his daughter back at all costs. He's thinking that he'd be better off dead than letting his child be killed. "

Nathan, like the classic Hitchcockian hero, finds himself at the wrong place at the wrong time - thrust into extreme circumstances beyond his control and forced to reach within himself for the strength to overcome his adversaries. This notion holds strong appeal for director Gary Fleder, and provides a thematic through-line with his previous films. In Fleder's stylish thriller "Things To Do In Denver When You're Dead (1995)," Andy Garcia must save members of his gang from extermination by the mob; in the box-office hit "Kiss The Girls (1997)," Ashley Judd, who has been targeted by a killer, must transform herself from victim to hero; and in Fleder's recent science fiction thriller "Impostor (2000)," Gary Sinise plays a man who goes off to work one day, only to be forced to go on the run after being accused of being a synthetic version of himself.

Fleder's affinity for the these kinds of stories, as well as his strong visual style - "Gary's a true student of film and a master of his craft," notes Arnold Kopelson - made him an obvious choice to direct DON'T SAY A WORD (2001). Working with co-screenwriter Patrick Smith Kelly and the film's consultant, famed forensic psychiatrist Dr. Robert Berger (whom producer Arnold Kopelson had brought on to the project years earlier), Fleder sought to gain a greater understanding of the character of Elisabeth Burrows. "I didn't understand how she'd become a fragmented psychiatric mess," says Fleder. "I looked to Dr. Berger to give us a real person, if you will, an honest pathology of a disturbed, threatened young woman. "

Berger also helped Fleder flesh out the evolving dynamic between Nathan and Elisabeth. "Relevant to her mental state is how Nathan might be skilled enough to do for her what no doctor had been able to do: gain her trust," says Fleder. "Berger showed me that one way Nathan might gain her confidence would be by showing her his own vulnerability. By persuading her to help him and his kidnapped child, Nathan is helping Elisabeth help herself. It demonstrated to me that the relationship between Burrows and Conrad could be circular. "

This circular relationship is brought out in a pivotal sequence set in a subway station in New York's Chinatown district. There, a decade earlier, Elisabeth had witnessed her father's murder at the hands of the man who has now kidnapped Nathan's daughter. Nathan tells Elisabeth that by facing this event again, she can make peace with it. "She finally confronts the past and in doing so, helps Nathan," notes Fleder. Nathan, while trying to rescue his daughter, is also saving Elisabeth.

The scene is a tour de force of performance (by Michael Douglas and actress Brittany Murphy, who plays Elisabeth), shooting, editing (it is composed of over 250 shots) and sound. Existing in both the past and the present, the scene recreates the events that triggered Elisabeth's illness. "It straddles the line of being neither flashback nor present day," Fleder explains. "It blurs the lines, moving through time and space at that particular moment. "

For this and other key scenes, Brittany Murphy makes an indelible impression as Elisabeth Burrows. Fleder had met the young star of such films as "Clueless (1995)" and "Girl, Interrupted (1999)" when she auditioned for the title role in a planned biopic of Janis Joplin, which Fleder was to direct. Murphy won the role over one hundred others, but the film was never made.

Remembering her remarkable audition for the Joplin picture, Fleder invited Murphy to meet the Kopelsons about playing Elisabeth. "She did a cold reading of a scene on tape that knocked everybody out," says Fleder. Murphy then screen tested with Michael Douglas. "We knew then and there that no one else could do the role," says Fleder. "Brittany really embodied Elisabeth's mercurial quality, and her chemistry with Michael was extraordinary. "

From our first glimpse of a seemingly catatonic Elisabeth sitting lifelessly in a holding cell in a hospital psychiatric ward, Murphy makes the character her own. "There is something very poetic and beautiful about Elisabeth," the actress notes. "It was very freeing for me to become someone that doesn't have a lot of airs that most 'normal' people have from participating in society. It's visceral, something I can't describe. I just know instinctively whether or not a character is supposed to be inside of me for three or four months. I knew Elisabeth should be. "

Elisabeth is a patient of Dr. Louis Sachs, a forensic psychiatrist at Bridgeview Psychiatric Hospital. Unable to pierce Elisabeth's armor of apparent catatonia and make sense of her myriad diagnoses, Sachs calls in Nathan for help. The filmmakers modeled Louis after Dr. Berger, with Oliver Platt taking on the role. "It's like the part was written for Oliver," says Arnold Kopelson. "Oliver, like Dr. Berger, is a bit ruffled, like a big teddy bear. "

Platt relished the opportunity to play a character who offers one of the film's major surprises. "The character has a secret, a 'swerve' as I like to call it," he says. "Nothing is what seems, and those kind of textured parts are always fun to play. "

There are also surprises to be found in the character of Nathan's wife, Aggie - even for those familiar with the novel. To open up the story and provide another dimension to the character, the filmmakers made her immobile, nursing a broken leg. Virtually trapped in her apartment, as Nathan races around New York trying to save their kidnapped child, Aggie's frustration and fears are made even more palpable.

Famke Janssen, who plays Aggie, saw the dramatic possibilities with the character and her handicap. "The first thing that any parent would want to do when there's a crisis involving their child, is to move, and Aggie cannot," says Janssen. "Aggie is an active woman - she broke her leg in a skiing accident - so being immobile is an enormous burden. Now she's trapped and thinks she can't do anything at all to help her husband or child. "

The mastermind behind the kidnapping is Koster, a ruthless and professional criminal who had been sitting in a jail cell for ten years thinking about his plans to reclaim what he thinks is his: a priceless diamond whose location is somehow tied to a young woman hospitalized in a psychiatric ward. Fleder sees Koster as a prototypical villain. "He's completely inflexible and a total professional," says the director. "Everything - kidnapping, murder - is simply a business to him. He's like Robert Shaw's subway hijacker in 'The Taking of Pelham 1-2-3. '"

According to Fleder, British actor Sean Bean had the intensity necessary to be a formidable adversary to Michael Douglas' Nathan. Bean is no stranger to villainous roles, having played notable heavies in the Bond film "GoldenEye (1995)" and in the Tom Clancy thriller "Patriot Games (1992). " But he found new and fertile ground in Koster. "He is formidable, uncompromising and precise," notes the actor. "He deals with things with a military precision. Koster's not out to be clever or ironic. He wants the diamond, and will do anything to get it. "

Another character, New York police detective Sandra Cassidy, is investigating a murder that at first seems unrelated to Koster and the kidnapping, of which she is completely unaware. Ultimately, however, her work intersects with the Nathan/Koster kidnap scenario.

Cassidy, played by Jennifer Esposito, was created by the screenwriters to bring another story element to the narrative. One element has Nathan working with Elisabeth to save his kidnapped daughter. In another, Aggie battles her feelings of helplessness stemming from her daughter's kidnapping. A third story element traces Cassidy's murder investigation, which leads her to Nathan and Koster. "I love the film's multi-layered narrative," says Fleder. "There are not just one or two stories, but several going on simultaneously - and they're all on a collision course. "

At the vortex of these intersecting forces is Michael Douglas' Nathan Conrad, whose comfortable Upper West Side life is torn apart by the kidnapping. His pain and frustration after learning that his daughter is gone is realized through Fleder's moving camera, which showcases the Douglas' talents. Fleder explains: "The scene of Nathan's realization is an example of actor and camera collaborating to create a specific emotion. Michael is not only of the great stars, he's one of the great actors. The power he has in this scene is the power of silence, of listening. The camera circles him in a predatory fashion, externalizing Nathan's internal feelings of frustration, longing, despair and anger, and of being completely surrounded. "

Fleder's moving camera complements the skills of cinematographer Amir Mokri and production designer Nelson Coates. Fleder worked with both Mokri and Coates to create what the director calls a "muscular, scrappy feel," paying homage to the gritty, textured filmmaking style of the great seventies films from directors Martin Scorsese, Alan J. Pakula, John Schlesinger and William Friedkin.

"Movies have become increasingly slick and lacking in texture," Fleder observes. "I wanted to move away from this trend of slick, monochromatic settings, and move towards lots of color and contrast. My directive to Amir and to Nelson was, 'I want to see the texture of peoples' faces - of the tiles and of the paint peeling off the hospital walls. To embrace the shadows. "

The use of light and shadows plays a critical role in the film, during which the story's life-and-death struggles are played out in a single day. "The light becomes like a sun dial, providing a sense the we're shifting from morning to mid-day to evening," says Fleder. "Every time Nathan enters Elisabeth's room, the shadows change angle, shape and intensity, adding to the emotions of the piece. "

Mokri's lighting and Coates' designs create contrasting environments and emotions. The Conrad home is rich in light and texture and imbued with warm colors; while the harshly lit, shadowy Bridgeview Hospital, has cooler tones of blues and greens.

The Bridgeview scenes, filmed at a shuttered Toronto psychiatric hospital, were particular design favorites. "I love the shape and color of Elisabeth's holding room at Bridgeview," says Fleder. "It's sparse without being self-conscious, and the placement of the windows allows sunlight to move and play across the actors' faces. "

For a Gothic sequence set on a remote New York Sound island, Coates designed a set built in a Toronto warehouse. The filmmakers trucked in more than 4,000 tons of topsoil, which they sculpted into contours, planted with 38 trees surrounded by shrubbery and girded by cement containment blocks. To lend an autumnal feel, silk leaves were individually wired to the trees. Coates also added humidity (via misters) to allow the actors' breath to be visible on the unheated set.

Against foreboding landscapes like this, Nathan Conrad wages a desperate battle against time, a young woman's horrific memories, and his daughter's kidnappers. Michael Douglas says his character's journey is one audiences won't soon forget. "When I read Andrew Klavan's book, I thought it was a thrill ride, full of great characters and non-stop suspense," he explains. "I think the film will give audiences that same kind of roller coaster ride. "