Claustrophobia was easier to cast than most. After all, there were only three speaking parts (at the time) and one small part for the bad guy. The trick was finding the right three women to play the film's heroines, Lauren, Gina and Grace. One of those roles was already filled by Melanie Lynskey, who starred in my first film Foreign Correspondents and with whom I was eager to work with again, for many reasons. Not only was she a good friend but she is a very talented actress with real on-screen charisma. The fact that she'd starred in a lot of successful movies after ForCor didn't hurt, either.

So that left two more women to find. I gave Arianna and Jay a "wish list" of actresses that I wanted to get the script to. I didn't go overboard by suggesting Drew Barrymore or anything like that. Just gifted performers with impressive resumes. (Some of the names being thrown around were Sara Gilbert, Eliza Dushku, Linda Park and Alicia Witt.) Of course most of their agents didn't return calls or get the scripts to their clients. Oh well. When you don't have much money, it's hard to get agents to play with you. One connection was made with Danica McKellar, who played Winnie on The Wonder Years. I met her, she was very smart and very nice, but her manager became a little too pushy and I got scared away.

Meanwhile, as we tried to track down the "name talent," we went forward with the other part of casting: General auditions. We listed the project with an outfit called Breakdown Services, which faxed the character breakdown to trillions of agencies and management companies. (Click here to see our character breakdown.) A couple days later, my P.O. Box was filled with literally hundreds of headshots, from people I have heard of (the biggest name we got was Holly Marie Combs, from Charmed, who never did show up for her audition) to those who I pray I will never, ever have to meet in person. We must have gotten at least 1,500 headshots within two weeks. And I looked through them all, setting aside those whose resumes were impressive (one of the standouts was Amanda Foreman, who was on Felicity, a terrific actress but who looked so much like Melanie Lynskey that she knew it wasn't going to work with the two of them in a movie together, unless they were playing sisters) as well as those who physically resembled the characters. And then we would call them in to audition.

During the audition, each actor would be given a couple of scenes from the film to study and read before me, Jay, Arianna and a video camera. Those we liked especially we would call back to read a couple more scenes. Melanie Lynskey was generous enough to come in and read opposite some of the contenders. This also helped to see who had chemistry with her. And here's where I really lucked out: one actress I wanted to contact was Mary Lynn Rajskub. She had starred in a friend's film six years earlier and I was quite taken with her unique screen presence. As chance would have it, her headshot was mailed to me along with the other 1,500. So I was thrilled to call her in. To top it off, she had just performed with Melanie in Sweet Home Alabama and had become great friends with her! So she was very keen about the project. In fact, Mary Lynn originally read for Lauren, but she wound up as Grace.

The one true find, then, during the auditioning process, was Sheeri Rappaport. Interestingly, she too came in to read for Lauren (more on that on the Pre-Production page) and gave such an unusual performance, practically whispering her lines, that she stood out among the others. So just like that, I had a principal cast. My co-producer Julia Stemock then grabbed a fellow named Will Heermance, who was literally just passing by, and I gave him a key role on the spot.