Cause For Alarm

by Jeff Jensen
Entertainment Weekly, February 15, 2002

It should have been good news. March 2001. David Fincher was five weeks into filming ''Panic Room,'' the director's follow-up to his controversial 1999 pitch-black comedy ''Fight Club,'' when his star Jodie Foster asked to speak privately with him and producer Cean Chaffin about an urgent matter. Fincher immediately began to worry. On paper, the new thriller, which pits a newly divorced woman and her 11-year-old daughter (Kristen Stewart) against three brutal burglars (Jared Leto, Forest Whitaker, and Dwight Yoakam) in the middle of the night might not have seemed so tough to make.

But this is David Fincher, a filmmaker for whom the phrase ''Let's do this the easy way'' doesn't exist. And the creative course he had charted -- to shoot in the near-dark, with swooping camera movements and intricately designed action sequences -- left very little room for error. As Foster now puts it: ''When you make decisions like that, which are so ambitious, you have to live with all the consequences and ramifications.'' Already, ''Panic Room'' had suffered one significant setback (the loss of its first leading lady); the last thing he wanted to hear was that he was about to have another.

''Jodie walks up,'' recalls Fincher, ''and says, 'I've got some good news and some bad news.' And before she says anything more, Cean goes, 'You're pregnant! That's so great!' And I'm like--'' Actually, Fincher's reaction was a blood-drained face of shell-shocked disbelief, which the director replicates almost a year later in a hotel suite in Beverly Hills on a January morning. Curled on the couch near him is Foster, wearing a smirk of bemusement and embarrassment. Fincher continues: ''Great? What do you mean 'Great?' I think Cean had skipped over issues like scheduling, because as we walked away, she went, 'Oh, no.' And I went, 'Oh, yes.''' Fincher sighs. ''Nothing went like it was supposed to on this movie. Literally. Everything f---ed up.''

When Fincher's agent first told him about Panic Room, he didn't think the 39-year-old filmmaker would be interested. Not that the project wasn't a hot property; the screenplay by David Koepp (Spider-Man, Jurassic Park) — inspired by reports of real "panic rooms," secret compartments where residents can hide during home invasions — had been purchased by Columbia Pictures for a reported $4 million. No, the agent just assumed Fincher would find it small. Turns out that's exactly what Fincher wanted after Fight Club, with its 284 scenes and dozens of different locations. Upon reading the script, Fincher found himself thinking of another single-set suspense flick. "Rear Window is one of my favorite cinematic experiences, because of the rigors of limitation," says Fincher. "I thought something like that would be kind of cool to do."

Initially, Fincher's idea of cool was to shoot the film in complete darkness. "You know," he chuckles, "eyes floating in the shadows." Alas, tests proved this approach unfeasible. Fincher then considered filming inside an existing townhouse, but he quickly realized he would need to build a four-story brownstone set to accommodate his technical requirements. One sequence follows the burglars' break-in with a single sustained shot (augmented with computer animation) that glides down stairwells, in and out of keyholes, and through coffee-pot handles. "David Fincher is insane," laughs Leto, who also appeared in Fight Club. "He has a crew that's expected to do tmly great things." Adds Foster: "Making a movie with David is like getting through World War II. It's not necessarily fun, but there is a tremendous sense of accomplishment when it's over."

It's likely that Nicole Kidman would have felt the same way. The Moulin Rouge actress had originally signed to star in Panic Room, but it became apparent 20 days into production that she had not fully recovered from ?. knee injury sustained while filming that musical months earlier. In late January 2001, it was announced that Kidman couldn't continue. With the threat of a possible actors' strike looming, a replacement was needed ASAP.

Enter Jodie Foster, who was available — much to her dismay. The two-time Oscar-winning actress was set to spend early 2001 directing her third feature, Flora Plum, starring Russell Crowe and Claire Danes. But when Crowe seriously hurt himself during rehearsals, the project was scuttled. "We were up against that same strike. There was no possibility of recasting that quickly," says Foster, who's trying to revive the project. "It's an ensemble. It's period. It's a circus movie. There are a lot of challenges." When Panic Room came calling, Foster, 39, had only one conflict. A week earlier, she had agreed to head the jury at the 2001 Cannes film festival. But Foster had few qualms about skipping Cannes for Fincher, a director she'd wanted to work with since his 1995 breakthrough, Seven. In fact, Foster was once set to star in Fincher's 1997 film The Game. How Sean Penn came to replace her is a matter she can't legally discuss; in 1996, the actress filed a reported $14.5 million suit against Poly Gram Filmed Entertainment and Propaganda Films over the flap, which was settled out of court. "David and I remained friends, and here were no hard feelings," says Foster. "Actually, we're in perfect agreement on the whole thing."

Unlike the rest of the cast, which had the benefit of six weeks' rehearsal, Foster had only two weeks to prepare before shooting resumed in February. By all accounts, the transition went smoothly -- until Foster announced her good news. ''Of course, we were concerned,'' says Columbia chairman Amy Pascal. ''This is an action movie. She's running and jumping and wielding a sledgehammer. But she said she could do it. And she did.'' Yet it wasn't easy. ''First, there was the tank-top problem,'' says Foster, referring to the sleepwear she sports in the movie's first half. ''At a certain point, my stomach and boobs were going to be so huge it would really be ridiculous. If it took longer,'' she laughs, ''I was going to show up with a tank top that said 'F--- YOU!'''

Fincher couldn't meet Foster's deadline, though he was able to get her into a baggy sweater soon thereafter. The plot did help mitigate some logistical challenges presented by the actress' pregnancy, as Foster spends much of the film in that panic room, watching the burglars on video monitors. But the complexity of Fincher's enterprise slowed him down. For the sake of those monitors, most of the scenes with the burglars had to be shot twice, from alternate angles and with different lighting schemes. Fincher was also plagued with a host of technical snafus: flooded sets, out-of-focus footage, faulty equipment. And that old gremlin creative differences led to the replacement of director of photography Darius Khondji (The Beach) with longtime Fincher crew member Conrad W. Hall, son of revered DP Conrad L. Hall (American Beauty).

Perfectionism and complications drove production into July. By this time, Foster was suffering from a sprained hip due to distended ligaments (a common pregnancy malady). One of her final scenes was the walking-and-talking opening sequence, which she valiantly attempted wearing a cashmere coat and using a large purse to hide her swollen belly. "We were on the phone with Columbia going This is bulls—. Jodie looks like a f—ing crack whore, all sweaty and strung-out," says Fincher. "It was just ridiculous."

Columbia agreed. Fincher adjourned cast and crew, and on Sept. 29, Foster gave birth to her second child, Kit. (As she did after the birth of her other son, Charles, now 3, she declines to discuss paternity.) Last fall — as news broke that Fincher was planning to form a filmmaking collective with directors Steven Soderbergh, Spike Jonze, Sam Mendes, and Alexander Payne (nothing official yet, says Fincher) — Panic Room reconvened for reshoots and additional photography. And there could have been even more. After a recent test screening, Columbia asked Fincher (who has final cut) to consider an alternate ending. Fincher grudgingly agreed but warned the studio it would cost $3.5 million to rebuild the set. Columbia withdrew the suggestion. "In the end," says Fincher, "cheaper minds prevailed."

Remarkably, the finished film, in theaters March 29, reveals few traces of the trauma. Pascal, clearly, is thrilled. "He's a demanding filmmaker," she says. "But if you want to work with guys like that, you get the goods — and everything else that comes with it."

As for Foster, the Hollywood hyphenate is reading scripts and actually plans to decrease her activity as producer. "The people who reap the great rewards from producing are the people who produced Titanic, who can say, 'SeeI just made this amount of money.' I don't make movies like that," says Foster, whose latest effort, The Dangerous Lives of Altar Boys, recently premiered at Sundance. Looking back on Panic Room, she says, "It was really one of the most fun experiences I've ever had. I loved the technical challenge. I loved the physical challenge. I loved..." She laughs. "I loved not being bored." Fincher snickers. "That's one thing you can say about it," he says. "It definitely wasn't boring."