Somewhere over America, as he was flying home to North Carolina in 2000, Peyton Reed started to panic. He had just read a script called ''Down With Love,'' and it seemed like the ideal follow-up to his feature debut, 2000's cheerleader comedy ''Bring It On.'' The screenplay -- inspired by those old color-splashed sex comedies starring Doris Day, Rock Hudson, and Tony Randall (see: ''Pillow Talk,'' ''Lover Come Back'') -- told the cheeky tale of a working girl who writes a best-seller arguing that love is for squares and that women should be as indulgently loutish as men. Not only did writers Eve Ahlert and Dennis Drake set the film in the early '60s, they dictated, on page 1, that it look as if it were made in the early '60s -- all soundstages and stock footage, split screens and shiny-sleek pastel colors. It was just the kind of stylishly smart project Reed had been searching for. The problem? He was pretty sure he had already turned it down. ''I called my agent the minute I landed and said, 'Did I pass on this?' He said, 'Um, yeah.' And I said: 'Get me a meeting!'''
Luckily, the job was still open, producers Bruce Cohen and Dan Jinks (''American Beauty'') liked him, and by May 2002, Reed was rolling. While realizing ''Love'''s retro aesthetic was relatively easy, the elaborately choreographed comedy put the cast through some exhausting paces. One split-screen sequence turns a telephone call into a burlesque of salacious sight gags. ''In Ewan's case,'' says Reed, ''he's exercising while he's on the phone -- he did like 400 push-ups and 600 sit-ups that day. He was a wreck.'' Yet nothing taxed McGregor more than the movie's winking-yet-not-campy tone. Despite extensive rehearsals, ''when we got on set, we really felt uncomfortable,'' says the actor, who plays a journalist who seeks to debunk Zellweger's proto-feminist author. ''[Peyton] would say, 'Great!' But you'd go, 'Did we get it? I don't know.'''
David Hyde Pierce -- playing McGregor's uptight boss and best friend who's smitten with Renée Zellweger's editor (Sarah Paulson) -- is confident they accomplished their quirky mission. ''In a weird way,'' he says, ''the movie is just like 'The Lord of the Rings.' It creates its own world...just without the hobbits.''