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Eastwood never worried about looking silly. ''[Kincaid] gets emotionally distraught,'' he explains. ''He falls desperately in love with this woman. He wants to have her. By the same token, he has just enough intelligence to know that the arguments she brings up for not going off recklessly like they planned are all valid and without answer.''

A credit for Steven Spielberg.
Spielberg's Amblin Entertainment, in conjunction with Warner Bros., bought the film rights to the book for only $25,000 in late 1991, before publication — and before it went on to sell 9.5 million copies worldwide and earn a reported $162.2 million. ''A couple of people who read the manuscript passed on it,'' Spielberg recalls. ''No one imagined the book would be on best-seller lists 144 weeks.''

Kennedy, Spielberg's longtime associate and then Amblin's president, was always wary of the story's corniness: ''It's a delicate piece of material,'' she says. ''It's treacherous ground you walk on when you're making a romance.''

After Spielberg approached director Sydney Pollack, who enlisted writer Kurt Luedtke (already an Academy Award winner with Pollack's Redford-Streep romance Out of Africa) to work on the script but was unhappy with the results, Spielberg and Kennedy hired another Oscar-winning screenwriter, Ronald Bass (Rain Man). ''This fella either didn't understand what the book's magic was or didn't care for it,'' says Eastwood. ''The main thing was to not lose whatever magic there was. With a popular book, once you move on to the characters in the screenplay, you don't think about the book. It has to be a good movie.''

Pollack had a similar take, saying at the time, ''[The book is] not literature, but it's touching. I couldn't quite figure out how to make a movie of it. I'm sure somebody will.''

After Pollack dropped out, Spielberg and Kennedy turned to Richard LaGravenese (The Fisher King). He penned a draft that Eastwood — who was interested in playing the lead — liked quite a bit. Deep in postproduction on Schindler's List, Spielberg liked it enough to consider it as the film he'd direct next.

LaGravenese told the story from Francesca's point of view. ''What worked in the book,'' says Eastwood, ''is [that] a stranger comes along, not necessarily looking for a romance or anything. He meets this woman — she's not looking for a romance either. Eventually, they find a lot in common. They're both outsiders. She maybe doesn't fit in this comfortable Midwest community. He's a guy adrift, who's been everywhere, is lonely. They're both unfulfilled, but they have accepted things the way they are. The moment comes when they want to throw out that routine — whether they go through with it or not.''

The film's contemporary framing device came from Spielberg, who wanted to see Francesca's adult children change from the experience of reading her diaries. ''Steven felt it was important,'' says Eastwood, ''to have them as reflections, in present-day terms, of what they had learned about their mother.''


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