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A frenzied negotiation began, with lawyers and agents scrambling to present an offer to Ford reportedly worth $10 million (half his usual fee). Meanwhile, the 57-year-old actor met with Soderbergh to flesh out Wakefield. ''He had very cogent opinions,'' says Soderbergh, ''about what might be done to sort of activate Robert a little bit.''

Ford seemed happy after screenwriter Stephen Gaghan reworked the role, adding several scenes that wound up in the finished film. (Among them: Wakefield's ''thinking out of the box'' pep talk and more conversations between him and his wife.) Then, on Feb. 20 -- a few days after the American Film Institute gave Ford a Life Achievement award -- the star called Soderbergh to just say no.

The trades were all over the story, and it looked as though the picture was stalled. But Soderbergh and Bickford kept their cool. The upside, says Soderbergh, was that they ''had a better version of the movie to show'' to other actors. Michael Douglas reread the script, loved the improvements, and quickly agreed to star. (His soon-to-be-wife, Catherine Zeta-Jones, had already been cast as drug-kingpin spouse Helena Ayala.) That was enough to move Traffic from gridlocked to greenlit.

Arrested Development

The film, which marked Soderbergh's first union-accredited gig as his own director of photography and camera operator, offered surprises the very first week of shooting. Unbeknownst to his producers, the filmmaker employed a complex negative-manipulation scheme for Ayala's story line. Something went amiss, and half of the first day's footage came out overexposed and unusable. Before the financiers or studio chiefs even knew about the problem, Soderbergh was already doing reshoots. Insurers made him agree that if there were any further lensing mishaps resulting in additional shooting days, costs would come from his pocket. He and producer Bickford got it all fixed and wrapped on schedule.

Subtitle Bout

USA films agreed to give Soderbergh final cut on Traffic and also consented to another, seemingly innocuous stipulation: Whenever any Mexican characters spoke to each other, it would be in Spanish. Translation: Almost all of the scenes featuring Oscar nominee Benicio Del Toro as a south-of-the-border cop would have to be subtitled. Somehow, that didn't sink in to USA execs until about a week before filming. ''I think it was when they saw the first invoice for one of the dialect coaches,'' Soderbergh says.

According to the director, there was a ''three-minute conversation'' about possibly shooting Del Toro's scenes in both English and Spanish. The suggestion quickly died -- an enormous relief to Puerto Rican native Del Toro, who'd been cramming to master Mexican inflections and improve his own ''extremely broken'' Spanish vocabulary. He still worried that some other actor would be called in to rerecord his dialogue in English if the studio balked at subtitles. ''Can you imagine?'' the actor says. ''You do the whole movie, bust your butt to get it as realistic as possible, and someone dubs your voice? I said, 'No way. Over my dead body.' Steven was like, 'Don't worry. It's not gonna happen.' ''


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