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In his typical deadpan delivery, Altman jokes that it was ''the impossibility'' of making a movie about the decidedly nonvisual medium of radio that sparked his interest in Prairie. ''No,'' he adds more seriously, ''I've always been a Keillor fan. I was in Chicago doin' that dance film'' — that would be 2003's Neve Campbell starrer, The Company — ''and Garrison came, made some kind of overture about, would it interest me? I said of course.'' The collaboration made sense: One of Altman's hallmarks is his ability to juggle ensemble casts with interconnecting story lines. And his free-flowing, largely improvised features like 1975's Nashville (considered by some to be his masterpiece) and 1996's Kansas City revolve around music. ''I trusted his movie instincts,'' says Keillor, who wrote the screenplay and appears in the film as himself.

A tribute to his reputation as an actor's director, the accomplished cast that Altman assembled boasts seven Oscar-nominated performers. ''All these people are super-duper,'' he says. ''I really admire actors and what they do. They're the ones that have their ass on the line and risk making a fool of themselves.'' For Lohan, clearly eager to prove herself a grown-up thespian, hitching a ride on the Prairie wagon as Streep's morose daughter was a shrewd career move. But Altman, who wasn't too familiar with the ingenue before casting her (''I saw that Mean Girls thing she did,'' he muses), has only this to say about her place in his movie: ''If we didn't have name actors, the picture wouldn't be made. She's got a nice aura. And she'll bring [a different] audience to the picture.''

Not that Altman has ever paid much attention to commercial viability. He's leaving that to Bob Berney, president of Picturehouse, the mini-major joint venture between HBO and New Line, which ponied up $3.75 million last October to distribute the film. Working closely with public radio to target Keillor's mostly older audience, Berney has launched a ''very aggressive'' media campaign trumpeting the star-studded cast. Earlier this month, Streep, Reilly, and Madsen joined Keillor and Co. at the Hollywood Bowl, where they performed a live Prairie show for 15,000 people. All told, Berney is optimistic about Prairie's June 9 bow on 650 screens. ''It's a great time for an alternative film to open,'' he says. ''People have had three or four big movies come and go, and they're ready for something [else].'' And what does Altman think? More deadpan. ''Hopefully we can pay the bills,'' he says.

''Stories don't interest me so much — never did, really,'' Altman declares, between sips of lemon tea. As movies like 1971's McCabe & Mrs. Miller and 1993's Short Cuts make clear, the Missouri native favors a naturalistic, meandering style of filmmaking — the more overlapping dialogue the better — often with long, uninterrupted takes. ''Our first day, we shot a 10-page scene! Nobody does that,'' notes Streep. ''He just has amazing confidence and understanding of the whole process of moviemaking.''


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