Director O'Connor, who also stars as one of the links in the bad-boyfriend chain, cowrote the script with his ex-wife Angela Shelton and loosely based the story on her unpublished childhood memoirs. ''I read it to learn more about this woman I loved,'' says O'Connor of Shelton's 600 pages of stream of consciousness. While the marriage didn't last, the idea for the film endured.
But how did such an all-American story end up with a Brit in the lead? ''I needed someone who had the chops to pull off difficult scenes,'' says O'Connor. ''I saw an interview with Janet on ''Charlie Rose'' and -- bingo! -- the light went on.'' Says McTeer: ''I was terrified to play an American in America. I felt like people were going to say, 'What the hell is this Brit doing?'''
What she did was so good, she's considered an early Oscar contender. ''I thought she'd be this revered British stage type,'' says O'Connor, ''but she's this brassy, ballsy broad with the mouth of a sailor.'' Can't wait for the acceptance speech. BUZZ FACTOR: 6
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