"Best Laid Plans" begins innocently enough with a late-night get-together between two old college friends over drinks. Bryce (Josh Brolin), good-looking and living a charmed existence, has returned home for a visit to Tropico, a town in the middle of nowhere. Nick, a home-town boy who dropped out of college due to his father' illness, is now left with nothing and working at a dead-end job at a local recycling plant. Into the middle of this dubious exercise of Auld Lang Syne walks Lissa (Reese Witherspoon), an alluring young girl who sits down at the bar, crosses her legs and zeroes in on Bryce. She laughs when he spills his drink, Bryce invites her to join them and with a minimum of formalities the reunion adjourns and Bryce takes Lissa back to his place. Later that evening, Nick gets a desperate phone call from Bryce. Arriving at the luxurious pad where Bryce is house-sitting, Nick finds himself in the middle of a situation that is already spiraling out of control. The girl, it turns out, was underage, Bryce was drunk and things got out of hand. When she threatened to call the cops, things got even more extreme. In fact, he reveals, she's still in the house. Nick is the only person Bryce can turn to. Will his old friend help him avoid ruin and prison? What will Nick's help cost Bryce? Even more important to Nick, what will helping Bryce cost him?

A suspense-thriller about difficult situations and desperate measures,"Best Laid Plans" was produced by Mike Newell's Dogstar Films in association with Fox 2000 Pictures and stars Alessandro Nivola "Face/Off", Reese Witherspoon "Pleasantville" and Josh Brolin "Flirting with Disaster". British director Mike Barker "The James Gang" brings his stunning visual gifts to the diabolical script by Ted Griffin "Ravenous" about people trapped in ever-narrowing circles of treachery and deceit. The producers of "Best Laid Plans" are Alan Greenspan, Betsy Beers, Chris Moore and Sean Bailey. Mike Newell serves as executive producer. Director Mike Barker collaborates with director of photography Ben Serensin and production designer Sophie Becher, to create the stylish, surreal inferno of Tropico.

Screenwriter Ted Griffin says that the germ of "Best Laid Plans" was a short story he wrote in high school (inspired by John Fowles' The Collector), which subsequently went through several incarnations, including a ten-minute film which Griffin directed and yet another story written in college. After adding more twists and layers of chicanery, he finally wrote it as a screenplay in 1995. Griffin and producer Sean Bailey were high school friends. When Griffin showed Bailey his script for "Best Laid Plans," Bailey responded: "I'm a big fan of plot and character-oriented films and this film has all the twists and turns you could want. Every time you think the film can't raise the bar any higher, once again it does." Bailey's friend, producer Chris Moore "Good Will Hunting," agreed and came on board. Then Mike Newell expressed interest in the project and brought his company Dogstar Films. His partners at Dogstar, Alan Greenspan and Betsy Beers, brought in English director Mike Barker, a former cameraman with a number of BBC films and one feature to his directorial credit.

"Mike brought a European sensibility to the material,"says Greenspan."And that carried over to the look and design of the film as well because he brought his own team, Sophie Becher the production designer and Ben Serensin the director of photography," with whom Barker had just made his acclaimed first feature "The James Gang." The producers searched extensively for just the right cast.

"Alessandro, Reese and Josh are perfect for Ted's story because they're three incredibly talented actors, who have the ability to create themselves and surprise you," says producer Chris Moore. In turn, Nivola, Witherspoon and Brolin each relished the challenge of the juicy dialogue, dark emotions and ambiguous characters in Griffin's script.

"It has such a different tone for a movie about people my age or younger, " Witherspoon says."You just don't see this kind of noirish kind of story being written for young characters."

The pivotal role of Nick went to Alessandro Nivola, a respected young stage actor with such film roles under his belt as John Woo's "Face/Off" and Michael Winterbottom's "I Want You," where he played an English character. "I had seen that film in England and I didn't know he was an American," says Barker.

"When he walked into the room I was amazed. He's just a class act." "Nick is a very intelligent, wise and ambitious man and I think a lot of that is Alessandro," adds Bailey. "He has a very keen intellect, really understood the role and brings a very vital energy to the part."

"Nick is a very ambiguous and complicated character because he's a good guy, he's intelligent, he's charming, he's a romantic, and he falls in love and loves very intensely," says Alessandro Nivola. "All those qualities are things to espouse, but he just repeatedly makes poor choices for himself in his life and manages to get himself into situations where he is forced to behave in ways that are hurtful to the people around him, most particularly, the girl that he loves." "The film tries to establish that in some way the world conspires against Nick a little bit," continues Nivola. "It's a question in any film as to how much a character is responsible for his own actions and how much you can judge him for the decisions he makes or the actions he takes. In "Best Laid Plans" though, as all the circumstances keep changing and the tables keep turning, you're not sure who you're trusting."

Barker adds that all the characters nevertheless have some justification for what they do. ""Best Laid Plans" is a story about how people get pushed into something they would never normally dream of doing, "he says. "Nick's motives, for example, are quite innocent, but as events overtake him, he loses all control of what's going on around him."

Brolin, on the other hand, is unequivocal on the subject of Bryce. "Bryce just turns into confetti right before your eyes. He's really pathetic, honestly, because of the way he victimizes himself in every situation. He pulls all his control from other people. Bryce is so unaware. He says things without realizing how offensive they are." "So when he picks up this girl who puffs up his libido and takes her home, he gets a little too aggressive and it backfires on him," continues Brolin. "Then, he completely flips out. He'd be a bad guy if what he does were intentional, but I don't think anything he does is intentional. He's completely a product of his hyper-wealthy, hyper-conservative parents."

"Nick and Bryce have one of those friendships were you want to wish each other well," says Barker. "But when someone does much better than you and you had the same opportunities and they didn't quite workout, there is a kind of an element of bitterness and cynicism which is what Nick feels toward Bryce though he tries his hardest to cover it up."

"Bryce and Nick have a very mercurial relationship," says Nivola. "Nick is almost fated to spiral downward in this hopeless town he lives in, and from which he is trying to escape. The town is a motivator in that sense. Nick's first bad decision is motivated by his desire to get out of this town, to escape its clutches. Then, when he falls in love with this great girl, he wants nothing more than to be able to take her away from this place."

As for Lissa, Witherspoon sees her as another character trapped by circumstances. "She really sees herself as so desperate to get out of this town, and has exhausted all of her options that when she finally meets up with Nick -- whom she thinks has a great plan to get out of this place and has the drive that she has -- she is willing to do anything that he says." "I've actually known Alessandro personally for a few years, so I was excited to be working with him because we already had such an ease about us, " adds Witherspoon. "He really injects his passion for acting in every role that he does."

The cast had the rare luxury of two weeks rehearsal before the start of filming, which made it easier for them to adapt to the demands of Mike Barker's visually complex shooting style."When we'd assimilated our characters," says Witherspoon, "it was fun to participate in really complicated, intricate shots, where you have to do something at a certain time or it doesn't work out. It really helps move the story along." "I wanted people to follow this journey," explains Barker. "I think the audience can imagine that if they took one wrong step on the path these guys are on, they too, could be in the same situation at the end. So, the idea for all of the long and complicated shots is to keep it moving and stay with the characters.

"Barker's circular camera moves, adds Nivola, are part of a symbolic theme that informs the film on several levels. "The recycling plant where Nick works," he says, "is a metaphor for this town where everything is going around and around, never going anywhere. "The film takes place in the decrepit town of Tropico, a suffocating place filled with desolation and desperation that traps the characters."

Everything is dead in Tropico. There are no cars on the street, "-- a visual idea that sometimes necessitated blocking off eight or nine streets at a time --" and there are no people on the street," says screenwriter Griffin.

Moore goes into greater detail on the personality of Tropico, "The idea of it is that at one time it was sort of a bigger, more booming metropolis and now it's sort of running down. It's a very claustrophobic place, a place that you really can get the sense 'I need to leave here, quickly.'"

Nivola recalls driving around Bakersfield, California, where the film was shot, with Barker. "I suddenly became much more aware of everything in the town," Nivola says, "because it was all new to Mike. He sees things about it that we wouldn't."

"The production designer, Sophie Becher, has created a whole color scheme for the film," says Brolin. "She's creating characters as you look -- not just us, but what's going on in the set. It's eerie and it creates a tension, so that when you finally get inside, you understand the tension instead of just being hit with these characters. You feel something before you actually start to hear dialogue." Barker and Sophie Becher also collaborated closely on Bryce's borrowed house, where much of the action is set.

"I've always loved the idea of courtyards inside houses," says Barker. "Wherever I was on the set, I could see through to another room or outside, which let me have daylight and moonlight inside without actually having windows. I wanted to have a lot of depth and space in every shot." Despite the harrowing situations in which their characters are caught up, the actors had fun.

"We were all pretty easy-going about it," says Nivola. "You'd come to work, do the job, act like somebody else then go home and go about your life. You never felt that one person was off somewhere exploring the recesses of their darker side."