Behind the scenes of ''Eyes Wide Shut''

According to Raphael's tell-all, Kubrick had always intended on casting a married couple for the film — although the pair he thought of first were Alec Baldwin and Kim Basinger. But after Cruise and Kidman helicoptered to Kubrick's English estate to take a meeting — holding hands the entire time, Raphael reports — the roles belonged to them. There were no problems filling the film's other parts, either; in fact, Kubrick filled some of them twice. Harvey Keitel was originally cast as Cruise's millionaire orgy-going bud but was replaced by Sydney Pollack when scheduling conflicts came up during filming. Jennifer Jason Leigh also left in mid-production (scheduling problems again, not acting ones), with Swedish actress Marie Richardson taking over her small role.

Meanwhile, Kubrick's craftsmen set about erecting New York City on Pinewood's backlots, re-creating Greenwich Village to painstakingly precise specifications. Kubrick went so far as to send workmen to Manhattan to measure street widths and note newspaper vending machine locations. He also dispatched cameramen to shoot real New York footage for rear-screen projection scenes of Cruise strolling around town (a cinematic trick that long predates the work of today's digitized directors).

Because of the nature of the material — and also because it's how Kubrick always worked — filming on Eyes was an intensely intimate affair. Kubrick himself usually manned the camera, allowing only a handful of crew on the set. One outsider permitted to watch the proceedings was 29-year-old Boogie Nights director Paul Thomas Anderson (Cruise, who'll be appearing in Anderson's follow-up, Magnolia, smuggled him past security). ''Kubrick had a really small crew,'' recalls Anderson. ''I asked him, 'Do you always work with so few people?' He gave me this look and said, 'Why? How many people do you need?' I felt like such a Hollywood a--hole.''

Although Raphael had spent two years toiling on scores of different drafts of the film, much of Eyes ended up being reworded on the fly. ''We'd rehearse and rehearse a scene,'' explains Field, ''and it would change from hour to hour. We'd keep giving the script supervisor notes all the time, so by the end of the day the scene might be completely different. It wasn't really improvisation,'' he clarifies. ''It was more like writing.''

Sometimes the rehearsing/rewriting process would go on all day. Then, finally, Kubrick would let the cameras roll. And roll. ''Time was not of the essence,'' understates Vinessa Shaw, the 23-year-old former teen star (Ladybugs) who signed on for a two-week stint playing a prostitute and ended up shooting for two months. ''I remember one time, around three in the morning, I did my 69th take of a scene. I heard somebody say, 'Wow! That must be a record.' And then I ended up doing 20 more takes.'' Not that she's complaining: ''It gives you a real sense of freedom,'' she goes on. ''Doing a scene over and over, all of a sudden you see it as completely different. It gives you a chance to explore.''