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From the middle of America emerged an extraordinary double life, a complicated love story and a crime that would shatter the heartland.

In Falls City, Nebraska, Brandon Teena (Hilary Swank) was a newcomer with a future who had the small rural community enchanted. Women adored him and almost everyone who met this charismatic stranger was drawn to his charming innocence. But, Falls City's hottest date and truest friend had one secret: he wasn't the person people thought he was.

Back home in Lincoln just seventy-five miles away, Brandon Teena was a different person caught up in a personal crisis that had haunted him his entire life.

Like many young people, he made costly mistakes and when he inadvertently trespassed between his new love Lana (Chloë Sevigny) and her reckless friend John (Peter Sarsgaard), the mystery unraveled into violence.

In a single, short life Brandon Teena was at once a dashing lover and a trapped outsider, both an impoverished nobody and a flamboyant dreamer, a daring thief and the tragic victim of an unjust crime.

"Boys Don't Cry" explores the contradictions of American youth and identity through the true life and death of Brandon Teena. What emerges from a dust-cloud of mayhem, desire and murder is the story of a young American drifter searching for love, a sense of self and a place to call home.

The film is directed by Kimberly Peirce from a script by Peirce and Andy Bienen. Executive produced by Pamela Koffler, Jonathan Sehring, Caroline Kaplan and John Sloss, "Boys Don't Cry" is produced by Jeffrey Sharp, John Hart, Eva Kolodner and Christine Vachon. Starring Hilary Swank in a quiet tour de force, the film also stars Chloë Sevigny, Peter Sarsgaard, Brendan Sexton III, Alison Folland, Alicia Goranson, Matt McGrath, Rob Campbell and Jeannetta Arnette.

PRoduCtiON noTEs/

AbOut thE FiLm

In late 1993, down a quiet, dusty road in southeast Nebraska, in a ramshackle farmhouse, two ex-cons committed a multiple murder. What seemed at the time like an inexplicably brutal heartland killing soon turned into something far more revealing as the true story of the killers and one of the victims emerged. For among the dead was Brandon Teena, a young man who had been in town only for a short while but had already become one of the town's most enchanting characters: a playful rebel, a loyal friend and an irresistible romancer of the ladies. But who was he really? And why had he incited such a violent reaction?

As headlines would soon reveal, Brandon Teena was not the boy he and everybody else wanted him to be. In fact, despite the fact that he had apparently been a dashing boyfriend to many women, people were shocked to learn after his death that Brandon Teena was, in fact, a woman from Lincoln, Nebraska named Teena Brandon. While Teena Brandon was a young adult trapped in a world that did not accept her, Brandon Teena was a fun-loving heartbreaker with beautiful girlfriends who publicly adored him. What stumped the police officers, parents and broken-hearted young women of the small town of Falls City was how one person could take on two utterly opposite identities and be believed, at least until it all unraveled.

This is the mystery that first drew filmmaker Kimberly Peirce. "Here was a character who was already becoming an icon within months after being killed, Brandon Teena represented so many strands of our culture -- he was a female to male, he was a petty thief, he was the victim of a hate crime -- he was being written about by true crime writers, journalists and feminists. There was no disputing that his story was dramatic and tragic, but the real challenge in telling it was finding the human being underneath it all, discovering what it was like to be inside Brandon's skin the very first night he passed as boy. When you think about who he was and begin to see how extraordinary what he did was, just how powerful his spirit, imagination and creativity had to have been. The more the story unfolded, the more I found that the simple fact that this person actually existed was completely compelling. Figuring out what was going on inside of him and making sense of how he had created himself into his fantasy of a guy, how he managed to find a place in so many people's lives and why he provoked such intense reprisal was worth as many years as it took to figure it out."

Peirce set off to create a dramatic account of Teena Brandon's life. The result, "Boys Don't Cry," is a story where the mystery is human identity itself.

"Brandon unwittingly provided not only a sense of adventure and possibility in a place where there was very little, he instilled a sense that you could go ahead and live out your dreams," says Peirce. "Yet, when his assumed identity unraveled, this kid who had at first appeared simply harmless and eager to please, became entirely threatening. The story had classic mythic elements. The trick was uncovering the underlying emotional truth and figuring out how to tell it.'

Like the true-life rural killings that were chillingly depicted in "In Cold Blood," "Badlands" and "The Executioner's Song," Peirce saw the murders as a contemporary evocation of dreams and desires, lost innocence and crimes of young drifters in the heartland. Although no one could know exactly what happened in Brandon Teena's short life, using a mixture of trial transcripts, media coverage, interviews with local kids, real-life participants and her own imagination to plumb the minds and souls of the real-life characters, Peirce decided to piece together her own version of the puzzling tale. The hard facts of the case were gruesome. Several days before Brandon's death, on Christmas Eve, two ex-cons, John Lotter and Thomas Nissen, had raped Brandon, then later tracked him to a rural hideout to keep him from pursuing criminal charges against them, slaying him and the people who were with him. But behind the facts was an even more astonishing story about a young misfit's journey through the convolutions of identity, gender, class, violence and fate against the stark backdrop of rural America.

The basic story Peirce saw was that of a young Nebraskan on the lam, a misfit among misfits looking for love, who took on the persona of 'perfect boyfriend' to lonely, innocent and underprivileged young beauties. Brandon was everything a woman wanted: generous, affectionate, sweet, and a knock-out kisser. He was so cute. He was a perfect gentlemen. He knew how a woman wanted to be treated. Peirce heard these comments again and again from friends and former girlfriends. Brandon was a fantasy so skillfully drawn that even those who knew him intimately, refused to doubt it and often embellished it.

But, the fantasy had a dark side. In order to pay for the lavish attentions, Brandon became not only a thief of hearts, but a thief of another kind, stealing ATM cards, forging checks and illicitly using girlfriends credit cards, further crimes of impersonation. In the end, it was these criminal activities that would unravel Brandon's identity and lead directly to the revelation of his underlying identity. But, it was the intensity of Brandon's desire -- to shape himself into his own fantasy, seduce people into that fantasy and pursue his dreams of true love -- that attracted Peirce. In April of 1994, Peirce was a graduate student at Columbia and had been working on a thesis script about a female Civil War spy who had posed as a man when she first read about Brandon Teena. Peirce had long been fascinated by the tradition of women soldiers, musicians and spies who passed as men throughout American history, but this story was different. Brandon Teena's story seemed to embody all of the issues about identity that Peirce had been seeking in her Civil War script while opening up to vital themes of American mythology and the transcendency of love.

"I was amazed by Brandon's story," Peirce says. "Here was a girl living in a small town, with little money and few, if any, role models for her to make herself into the person she wanted to be, of being loved for her true self and the audacity it took to make the dream come true against the stark landscape of the American heartland. Then, she finally reinvents herself into her fantasy of the ideal guy. It's such an American thing to be the underdog, to go up against the odds, to re-invent yourself, go out into the world and find the one person who will accept you for who you truly are. At a time when men are struggling to define themselves, it's quite incredible what Brandon did. It's a classic myth, yet this was Brandon's life. I knew that if we could capture the bravado and humor with which Brandon lived, this character could be truly wonderful."

For producer Christine Vachon, whose credits include such edgy contemporary films as Larry Clark's "Kids," Todd Haynes' "Poison" and "Velvet Goldmine" and Tom Kalin's "Swoon," "Boys Don't Cry" was a fascinating vision of an American tragedy. "Brandon Teena's story just seemed to get under the skin of the American imagination," says Vachon. "It's the classic premise of a stranger who comes to town and turns everything completely upside down, but it's also about the construction of identity, which is an endlessly fascinating subject. There's something so poignant about Brandon's search that it's difficult not to be drawn in. It's not a biopic or a true-crime story, but it's true to the spirit of Brandon Teena, who stood for the ultimate freedom to be who you want to be." "The film is in part an examination of our culture," adds producer John Hart. "The most violent crimes are often committed in places meant to be the safest. In a multicultural environment the individual is celebrated; in homogenous ones the individual is viewed as a threat."

Once Peirce became interested in the story of Brandon Teena, she began a massive investigation into the case and characters involved, becoming a dogged reporter willing to explore and examine what really happened in Falls City. "I've always had a need to get underneath things," says Peirce. "I'm the type of person who can't fall asleep at night if I don't know the truth. That's why I needed to write this story. First of all I had to answer some basic questions: Who was Brandon and why had he lived as he did? Who were the teenage girls and did they really believe he was a guy? Why did John Lotter and Thomas Nissen befriend Brandon and how much did they know? Why was his love for Lana so powerful for the two of them and why was their happiness so threatening to everyone else, so much so that they had to destroy it? Why did Brandon stick around when he knew he was heading for trouble?"

Peirce knew the answers lay in Falls City, Nebraska. *"The drama of his life, therefore the heart of the film centered around the events that befell him in Falls City -- his seduction of the people in a new town, his acceptance by those people, his love for Lana and the unraveling of his identity -- all of it leading up to the murder."

Peirce went on her odyssey to Falls City, where she interviewed the real Lana Tisdel, Brandon's one true love. Tisdel eventually opened up and talked about her feelings for Brandon and her struggle to accept and deny who he was. Peirce also interviewed Lana's mother, the Falls City Sheriff and deputies and social workers as well as the self-proclaimed "wall people" -- local kids who hung out against the wall at the Qwik Stop all night long. From these interviews, she developed her depiction of the Falls City night life replete with such entertainment as karaoke, bumper-skiing and car chases with the cops into the "dustless highway."

"I was retracing Brandon's footsteps," explains Peirce. "It all came to a head when I sat in the farmhouse where Brandon was killed which still had blood on the carpet and scattered belongings on the floor. Suddenly, I was acutely aware that this is where it all ended, this is where this incredible person died. Sitting there opened up a well of questions about why Brandon ended up dead in this farmhouse on the edge of Nebraska. I knew I couldn't rectify his death, but I thought I could bring about some understanding. From that moment on, I had to make sense of it. I felt I had to bring Brandon to life."

Despite her hunger for information, Peirce was struck by how little of what she learned in Falls City was certifiable truth. "It was interesting to watch people's stories change the longer I stayed there," she says. "Sometimes people were lying to themselves, other times to me. But, I think people are always emotionally truthful even when they lie. The lies add texture to your understanding of the person telling them. I believed Lana was lying to me throughout her interview, but her lies depicted her relationship with Brandon -- the emotional truth just poured out. From that emerged what became the core of the story: the love between Brandon and Lana and how I would represent it on film. I wanted their love affair to be embodied within a fantasy and yet, at heart, deeply truthful."

For Peirce, this was an issue at the heart of the movie: when is knowledge of anything " gender, identity, even the truth of what happened to a person " certain? Or is the only truth what we feel deepest in our hearts?

Brandon brought something to Lana she had never expected or known in her life: real intimacy. Brandon had become a better boy than the boys were. 'He' knew what girls wanted and with Lana, he was willing to go there. "To me, this was a vital part of the story because love and intimacy, and the lack thereof, are such vital themes we struggle with in today's society, along with their counterpart of violence," says Peirce. Throughout Peirce's journey of discovery, the story of Brandon Teena continued to captivate the nation's imagination, with coverage ranging from tabloid television to true-crime paperbacks to intellectual analysis of Brandon's cultural meaning. Brandon became a mythic figure, someone who reflected many different aspects of human existence in his short life.

Of all the people who have studied Brandon Teena, Kimberly Peirce may have amassed the greatest sheer volume of information. That still wasn't enough. Though she used as many facts as she could to build her picture of Brandon, she ultimately relied on her own instincts about Brandon's life and myth in telling the story. "The thing I started out with was a true story. Ten thousand pages of transcripts, as well as an enormous number of personal interviews with the people involved, but much of people's testimony contradicted other people's testimony. In the end, I realized I had to look for where Brandon's myth intersected with the truth of my own life and experience and from that distill the underlying emotional truth of this story. In this way, I had the opportunity to tell something truer than what really happened and to distill a whole life into two entertaining hours. It was a process of turning truth into fiction, then back into a deeper truth." Vachon has worked with many promising new directors and believed fully in Peirce's fierce passion for the project. "Kim's vision was so intense and so strong, she lived and breathed this story," says Vachon. "Our job was to provide an atmosphere in which Kim could do her absolute best work."

Working closely with Peirce to provide this atmosphere was producer Eva Kolodner. Kolodner was drawn to the love triangle that drives "Boys Don't Cry" to its shattering finale. "The heart of the story is the love story between Brandon and Lana, which like the very best love stories, defies society and expectations," says Kolodner. "What Kim realized is that the story of Brandon Teena wasn"t so much about his tragic murder or the brutality he experienced at the end of his life, but about this remarkable love he had found, about finally finding someone who could accept him on his own terms." Peirce drew additional inspiration for riding the fine line between factual truth and far deeper story-telling truth from classic literary works of American crime including Norman Mailer's "The Executioner's Song" and Truman Capote's "In Cold Blood"; from such probing psychological studies of murder as Ann Rule's "The Stranger Beside Me" (about Ted Bundy); as well as such American crime cinema as "Scarface," "Bonnie and Clyde," "Butch Cassidy and the Sundance Kid," "Badlands," "Dog Day Afternoon," "Goodfellas" and "Night of the Hunter."

The director/co-writer saw herself as firmly within the American tradition of dissecting small-town crime. "Americans love extremes and against the stark backdrop of the Midwest, violence and dreams stand out in relief," theorizes Peirce. "There are just so many contrasts. I mean what represents America more than fields and farms? Yet those of us who are really compelled by the truth realize that the heartland is not always what it seems. Violence and fear, loss and love, become larger than life there. Extraordinary mythologies are born there." Everyone involved in the project knew from the start that it could easily descend into lurid sensationalism, especially given the tabloid fascination with Brandon " but that was never an option." From the beginning people were curious about the story, but many weren't seeing the broader fascination of it's the questions of class, love and identity. Kim saw that and brought it to the fore," says Kolodner. "She made it a mainstream story."

What also fascinated Kolodner was the thick atmosphere of desire in the script. "There's so much desire woven through this story," she says. "There's the passionate desire between Brandon and Lana. There's the underlying desire other people have for Brandon. There's the desperate desire to know what's really going on. There's the desire of the town's people to make Brandon into what they want. Everywhere you look desire is just spilling out around Brandon. It makes the story far more intriguing than just the story of someone who was killed. It makes it a story about how people go after what they want."

* * * *

With Brandon Teena, Hilary Swank took on the most complex role of her career, portraying several different people inside the very same skin. The incredible nature of Brandon's story is the extent to which so many people believed in the fantasy, and Hilary Swank knew she would have to inspire the same authentic suspension of disbelief while at the same time revealing the emotional truth of her character. Swank, though known primarily for her television work, won the role with her intense curiosity about what made Brandon Teena tick.

Although a native of Lincoln, Nebraska herself, Swank hadn't heard of Brandon Teena until she read the script. She was immediately drawn to the role. "I saw it as a story of courage, about someone who dared to live life the way she thought it should be, the way she wanted it to be," says Swank.

Swank was convinced that Brandon's identity crisis was key to her real impact on Falls City: questioning the black-and-white assumptions made of her or of small-minded people. "I wanted to play Brandon as a person who was pursuing a dreams and trying to be accepted. We all can relate to that because we all want to go after our dream while still being loved for who we are," she says. "But Brandon was trapped in a place where everyone is expected to conform, to sit a certain way and dress a certain way, in order to be accepted . . . and she broke all those rules."

Swank showed up at her audition wearing a curve-hiding flannel shirt and a cowboy hat with her long blonde hair tucked up inside of it. "We knew we had found Brandon when we saw her," says Eva Kolodner. "She had that square jaw, this big grin that was so charming and adorable. Brandon was a reflection of people?s dreams and Hilary portrayed that beautifully."

Says Peirce: "We needed someone who could not only capture Brandon's spirit, but pass as a guy as well as he did. Over a two and a half year period, we auditioned an enormous amount of people, actresses and transgenders -- into the hundreds -- but none of them had what it took to be Brandon. Either they could pass, but couldn't act or they were fine actresses who just couldn't change their sexuality. It was a torturous process finding the right person, but when Hilary auditioned she just had that Brandon swagger and she blew everybody away. For the first time, I saw someone who had Brandon's spirit and his sense of humor."

"Upon setting out to cast "Boys Don't Cry," we knew that finding our Brandon Teena was going to be a major challenge," says producer Jeff Sharp. "Our fears were put to rest when Hilary Swank flew herself to New York to audition for the role. Upon entering the lobby of our casting office, Hilary tucked her long blonde hair into a cowboy hat and got past the receptionist, who announced that a young man had arrived to audition. The casting of Hilary assured the realization of Brandon Teena."

Once she got the role, Swank underwent an intensive transformation, getting a rare and eye-opening chance to live life as the opposite gender. She spent six weeks doing vocal training to deepen her voice and working out with a trainer to sculpt her physique into a lean, muscular shape. Then, she had her long tresses slashed off, much to the shock of the New York barbershop who did the deed.

"The hair cutter kept saying "She's a beautiful girl, why must you make her into a boy??" recalls Peirce. "Eventually, we had to get another cutter. When we were done, she looked great -- still beautiful but she looked like a boy teen idol. We dyed her hair darker to make it a little more masculine and when we looked at pictures of Brandon, the similarities were just eerie. The haircut really was a telling moment because I had seen that Hilary had the personality, the humor, the charm and the spirit to play Brandon. But now I could also see that she had the soft, boyish skin. Her jaw bone was great. She had all these things that I noticed because I had been studying what makes someone look like a boy for a long time. She had all that, but I didn't know it for sure until she cut off her hair."

To test her male persona " and to get deeper insight into Brandon Teena " Swank then went out around town as a man.

"It was kind of like DeNiro's transformation in "Raging Bull,"" laughs Peirce. "I gave her the part on the condition that she live as a boy for four weeks and not just sit around, but do things like pass at the grocery store and Laundromat, ask girls out at the mall and the roller rink. I also asked her to keep a journal about her experiences."

"I knew it was really important that I could pass as a boy, not just talk like one but sit like one and walk like one, so I was glad to test it out," says Swank. "Sure enough, people talked to me as if I was a boy. I was fascinated by their reactions, always looking into their eyes to see how they were reading me, if they were seeing through me. It was intense. It gave me a real insight into Brandon because this wasn't just a role for her. It was her life."

"I've never seen anyone work harder with more determination and focus-framed by a brilliant ensemble of young actors -- Hilary pulls off a breathtaking tour de force as Brandon," says Sharp.

It was a life Swank found to be very revealing about human behavior and assumptions. "The difference in how I was treated was very, very interesting," she admits. "I learned a lot about humanity, about how just cutting your hair off and talking with a deeper voice can change the way people act toward you, and also about how easily people are judged based on their appearance."

Ultimately, Brandon lived life not only as a boy, but as one others envied, desired and followed, and it was this undeniable attraction that remains to many the mystery of Brandon Teena. "I think what attracted people to Brandon was joy," theorizes Swank. "He lived his life to the fullest and went after his dreams. People are magnetized by that no matter who you are. But then there are also people who are threatened by that, who have to try to bring it down, and Brandon brought that out as well."

Strange as Brandon Teena's life must have been, Swank found in the character a semblance of every American teenager or adult. "We all have identity crises," she states, "we're all trying to find our way in life and figure out who we are, what we want and how to be accepted. I may not have had the kind of crisis Brandon had, but I've wondered who I was before. We've all been confused. The sad part is that Brandon died unformed. Brandon was a person still trying to figure out who he was. Brandon's rule of life, his aspiration, was to make sure that everyone around him was comfortable, safe and taken care of but he never felt that way. The only one who really accepted him was Lana and he fell deeply in love with her. With her, he found the togetherness he'd never experienced in his life before."

In order to have the cast and crew accept her as Brandon, Swank showed up in her male persona on the very first day of rehearsals. "I didn't want anyone to see me in high heels and little skirts," she says. "Instead, right away everyone treated me like a boy. I was one of the guys on the set. Everyone was treating me like that so much that I sometimes had trouble getting back to being Hilary."

Summarizes Christine Vachon: "The whole trick to Brandon is that he was absolutely believed as a man. Hilary managed to walk that line, but also be enormously sympathetic. She brought a richness to the character's journey that is really extraordinary."

It was an experience that left Swank indelibly changed. "It's interesting that even when I had finished the movie, people would still be confused by my gender. I'd go into a restaurant with my husband and be called "sir." Instead of correcting them, I would just think, "Wow, they really think that." The whole outside appearance thing became very interesting. That was the really rewarding thing about doing this movie: learning so much about humanity and myself. We really do make judgments about other people in a flash. It's not just gender, either. It's about class, race and just life in general. I do it, too, but I'm seeing life in a new light, now. I'm working on that."

"What Brandon was about," she summarizes, "was being who you really are with all your heart and standing by it no matter what people think. It's never too late to do that."

* * * *

Brandon Teena's fate began to shift when he won the heart of Lana Tisdel, a reckless blonde beauty and the most popular 19-year-old in Falls City. Lana fell hard for Brandon, so hard that she bailed him out of jail and stood by his side even when she found out her sweetheart's deepest secret and even when her childhood friend John Lotter turned against Brandon with a vengeance. To play Lana, the filmmakers chose Chloe Sevigny, who captures the cool, diffident young woman who found the substance of her dreams in the young stranger from Lincoln. It was Sevigny's performance in Whit Stillman's "The Last Days of Disco," that clinched the deal. "She was so wonderfully seductive and had so much intensity," says Peirce. "Once she took on the role, she just absorbed Lana, with the Lee press-on nails, the little twitch, that strange thing Lana does with her eyes. She had her down." Sevigny also watched hours of videotape footage of Lana Tisdel, which Peirce had done, to try to attain the Midwestern teen's cool beauty and intense devotion to the myth and reality of Brandon Teena. One of the things that most impressed Peirce about Sevigny -- as with her entire cast -- was her ability to transform herself into a different class. "Stanislavski said that the hardest thing for an actor to do is to change class," points out Peirce. "It was really important to me that the cast be able to embody where these characters come from truthfully, and they really accomplished that beyond my greatest hopes."

"Brandon was this incredible boy that wasn't like anyone that Lana had ever met," says Sevigny. "She sort of saw him as an escape, and he sort of opened her up in that way."

"I grew up in a small town, too, so I understood Lana and her feeling of wanting to get out," says Sevigny. "When she met Brandon, a person who wasn't like anyone else around her, she saw him as her escape. She had never seen such enthusiasm for life like that and it opened her up. He was really romantic and gentle and she had never been treated like that before by a guy."

Although Sevigny felt a certain affinity for Lana, she, like so many involved in the real-life story, wondered how a sexually experienced young woman could have been so completely fooled by Brandon Teena. Even when Peirce had interviewed Lana, she found the young woman still claimed to believe that Brandon had mostly told her the truth. "It was a matter of convincing herself, of telling herself stories and making up excuses," Sevigny finally decided about her character. "She learned to lie to herself and to protect Brandon's secret as if it were her own. Lana found herself saying: whatever other people think, you are a boy to me. That's all that mattered to her."

Says Sevigny: "It's really such an amazing story. You have a beautiful girl and a wonderful guy in the middle of America, then suddenly this brutal murder that unravels all these secrets. It's tragic, fascinating and impossible to walk away from without feeling something."

* * * *

Peter Sarsgaard stars as John Lotter, who in real life is now waiting on death row to be executed for the murder of Brandon Teena, a crime he committed at the age of 22. In some ways, John was Brandon's mirror image. Like Brandon, he had been in and out of social services all his life. But when their paths crossed, John's fears and uncertainties exploded in brutal violence. Sarsgaard saw John as an isolated and disturbed young man who was unequipped to handle the gray areas of life, who became fatally angered when things weren't as black-and-white as he wanted. "I think his actions have a lot to do with fear," says Sarsgaard. "Brandon was someone who came to town and allowed them all to dream. But once John had been lied to, he no longer even saw Brandon as a person. Instead Brandon became an "it." And, that allowed John to do anything he wanted."

"John was obsessed with Lana throughout his life, and in his mind he gave Lana to Brandon so he could control the two of them," says Sarsgaard. "His relationship with Lana was one that was always difficult to name."

Sarsgaard had a handle on John because -- like Swank and Sevigny -- he himself grew up in small towns and saw how in some cases they become havens for tumultuous, violent lives. "I grew up in small towns but I always had the liberty to leave," he says. "On the other hand, I knew people who didn't have that luxury, people like John Lotter who were trapped there, who never really could get out. John's trapped not only in the physical sense, but in the sense that his perspective is limited. He hasn't seen much, he's hung out with the same friends all his life and his moral sense of right and wrong is defined by the people in his group."

"Brandon looked at John as a role model, so their relationship worked really well because John liked that," says Swank. "John liked being the powerful one, so he wasn't threatened in that way until he finds out about Brandon's real identity, then he was threatened and confused." Despite understanding where John's rage and intolerance came from, playing that rage with all its terrifying magnitude took Sarsgaard into some dark and challenging territory. "The violence of John was very difficult for me. I was crossing boundaries right and left."

Ultimately, Sarsgaard came to terms with the fact that John felt betrayed by Brandon because he so deeply misunderstood the mysterious stranger, seeing only the ruse and not the search for love. Sarsgaard came to see Brandon Teena's tragic story as a love story gone awry. "The story of Brandon Teena is about the lies we tell in order to be loved," he says. "Brandon wanted to be loved yet at first he wasn't comfortable being who he was. But when he came to this town he allowed people to dream, he allowed them to totally escape for just a little while and big dreams in a small town can be both a wonderful and dangerous thing."

For Christine Vachon, the humanity brought to a killer like John Lotter was one of the things that makes "Boys Don't Cry" so moving. "It's not just about two stupid thugs who killed somebody," she says. "It's about these guys whose world is so tenuous and so fragile that they can't stand to have any of their beliefs shattered. The fact that you actually have sympathy for John Lotter is quite a trick on Kim and Peter's parts."

Adds Peirce, "John and Tom had been in and out of prison all their lives, so in a certain sense were time bombs waiting to explode. At the same time, I think they were trying to figure out how to act like men. They were attracted to Brandon, yet as they drew closer to him, the intimacy he offered and what he represented, unconsciously scared them. I think everyone has a fear of being an impostor, of being 'found out,' yet I think oftentimes, we draw nearer to the very thing that has the power to reveal and eventually destroy us. The irony was that Tom and John feared losing their masculinity as much as Brandon feared losing his. When it turned out that Brandon -- who was the antithesis of them -- turned out to be a better guy doing it as a girl, it threatened their masculinity, therefore wrecking their sense of themselves. When the fantasy of Brandon evaporated, they turned on him as brutally as they had once idealized him.

"In a way, my heart really went out to John," Peirce continues. "He was a kid who was taken away from his mother at a very young age. Later, when he began stealing cars he said he was doing it so that he could come home to his mother. He needed love. But, he was also very charismatic and magnetic in a dangerous way. The challenging part for Peter was to show that need for love and gentleness while also showing the menace. There's a seductive power to violence and he captured that."

John's accomplice in crime, Thomas Nissen, is played by Brendan Sexton III, who Peirce calls "one of the gentlest human beings I've ever met." Yet Sexton is also able to exude the underlying rage and self-destructiveness that drove Tom Nissen to murder, a transformation that exacted a price.

Explains Peirce: "Brendan really went the distance in delivering a performance he didn't even know he had in him. The rage, fear and vulnerability Brendan brought to the character is what made him different from the men who could commit these brutal acts." "After we finished casting we looked at the ensemble and realized that we had the makings for an "American Graffitti" for the '90s," adds producer John Hart. "I think that was the last time a generation's best actors committed to being in the same movie."

* * * *

"Boys Don't Cry" was shot in and around Dallas, Texas, which stood in for the empty plains of Falls City, Nebraska. It was decided early on that it would be too difficult to try to shoot in Falls City, where the controversy over Brandon's life and death continues to rage. But, Peirce was adamant that she have a chance to depict the world of Falls City as she had seen it.

"We visited six towns in Texas and I began to notice certain architectural similarities with Falls City - the town square with a police station, a park and little shops all around the center, a big factory and the railroad a few blocks from the town square," she recalls. "Like Falls City these towns were county seats, towns of a former glory that had fallen since they were originally settled. But, best of all what we found was a whole Qwik Stop culture of narcotized kids that sleep all day and hang out all night just like in Falls City. We had all the flat farmland we needed and we found beautiful dilapidated farmhouses. It was entirely the right feel in class and attitude."

By budget necessity, the cast all stayed at the same inexpensive hotel near Dallas, which also provided an opportunity for them to form a bond that translated on screen. "These were people that hung out and drank everyday together," says Sarsgaard. "And, I think we established that feeling on screen. Hilary and I also needed to establish a friendship that we could then break apart."

In Texas, the production team also found the living evocation of Brandon's "dustless highway. " Explains producer Eva Kolodner: "The dustless highway is a real place in Falls City where the kids go; it's a stretch of highway where, if you turn off the main road, this huge cloud of dust rolls up behind you, hides you and you just disappear. Shooting in Texas we really got that experience of driving into the stirred-up dust. It's like driving into a dream, and that's exactly what the experience of going to Falls City was like for Brandon."