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The scribe's work on the Jason Bourne franchise for Universal delayed getting the "Clayton" script into Castle Rock by two years, at which time the company was no longer a studio but an on-the-lot producer. Gilroy ultimately got it back in "the most benevolent turnaround" and then "wandered around" with it for a while, desperately trying to get George Clooney to consider the lead role.

But even with help from allies such as Steven Soderbergh and Sydney Pollack, he couldn't get the thesp to bite. "He came back right away and passed," Gilroy remembers.

It wasn't until Gilroy switched agencies, to CAA, that he found a backer in Samuels, who fully financed the $21 million production. He also landed a meeting with Clooney. After a tete-a-tete that went on for hours -- a lot of which was spent talking about their mutual passion for 1970s paranoid thrillers -- Clooney was hooked.

"After that life got pretty simple," Gilroy says.

Clooney's involvement triggered a Warner Bros. domestic pickup as well as an avalanche of presales to foreign territories, brokered by Patrick Wachsberger's Summit.

Gilroy and his producers -- which included Jennifer Fox (who was at Section Eight at the time), Kerry Orent, Soderbergh and Pollack -- prepped for a Gotham production with no less than 70 location shots in and around the city.

"We knew we could (shoot) in New York and had just enough money to make the movie and not get into trouble," Gilroy says.

With six years worth of marinating time, Gilroy says, "Clayton" took on a different shape and feel: "The temptation in the beginning would have been to show off, but by the time I was making this film, the urge was to do anything but show off. I had pretty much landed on the temperature of the film and had no sentimentality about it. The mantra by that point was: Beautiful but not pretty at all. Electric but very still. Those contradictions were the sort of DNA that I wanted to follow."

Gilroy also enjoyed quite a bit of creative control. "No one was going to pay attention to what we were doing," he says about his time on set. "We had virtually no supervision whatsoever. And between George, Sydney and Soderbergh, they allowed me to have final cut."