Without a Script : HOW EIGHT WOMEN MADE A FILM OUT OF AN EXPERIMENT

Seven years ago, producer-writer-director Linda Yellen directed Liv Ullmann in the TV movie “Prisoner Without a Name: Cell Without a Number.”

“I was a young director,” she says. “I’ve always used improvisation in films and in the stage work I’ve done because it really loosens up people. That was part of my style. Liv Ullmann told me this was the way Ingmar Bergman worked because he knew his ensemble of actors and knew what to elicit from them.”

In the intervening years, the idea of working in Bergman fashion, with an ensemble cast--made up only of women, however--kept coming back to Yellen, gradually taking shape in her head. She wanted to do an unscripted film in three acts, with women of different ages, styles and personas. “I thought to make the mix interesting, they had to be as different as possible,” she says.

Last summer, she brought the experimental project--dubbed “Chantilly Lace”--to the Sundance Institute, the film and video center for aspiring filmmakers run by Robert Redford in Utah. Initially, it was to be shot as individual scenes on videotape. But a week before the project was to begin, Yellen called Showtime senior vice president Steve Hewitt, who was an executive at CBS when Yellen produced the Emmy Award-winning “Playing for Time” for the network in 1980. Hewitt was enthusiastic. “I believed it was the kind of a project that Showtime should support,” he says. “If it was going to be a diatribe of feminist points of view that was OK with me. I thought as long as it was honest, that was the important part.”

The next day, Showtime gave “Chantilly Lace” the go-ahead. Yellen had a week to round up “the best production team” she could.

The resulting film, which premieres Sunday on Showtime, stars Jill Eikenberry, Talia Shire, JoBeth Williams, Martha Plimpton, Lindsay Crouse, Ally Sheedy and Helen Slater as seven friends who have three reunions over the span of a year. The circumstances bringing them together are a 40th birthday celebration, a bachelorette party and a death.

The actresses created their characters and improvised the dialogue over six days. Though Yellen only knew three of the actresses before filming began, she was familiar with their work. “I felt that through their work and just through sensibilities women have in common, that if I worked very closely with them on designing their characters, so they really knew their characters, we would be able to achieve the same kind of ensemble feeling.”

“Everyone flew into Sundance on a Sunday,” Yellen recalls. “We started filming early Monday. By Friday night, six of the actresses left. The rest left on Saturday.”

After having been saddled with too many unsubstantial girlfriend and wife parts, the “Chantilly” actresses jumped at the chance to play three-dimensional characters.

“I loved the whole package of it,” says Talia Shire, best known for the “Rocky” and “The Godfather” movies. “Linda was just receptive to ideas. It’s a return to the spirit of acting and creativity.”

Though there was no script, Yellen wrote a master outline.

“Each of the actresses had an outline,” she recalls. “But there was a strong story structure.”

Because she knew the plot points, Yellen says, she pre-lit areas and told the actresses what the “playing field” was for each scene. Yellen used two cameras.

“I was able to have a video assist on both cameras,” she says. “ I could see where we got the moments. As soon as we knew we had the gems, I would move on to the next scene. There were some 28 hours of film that had to be narrowed down and coordinated and shaped.”

Jill Eikenberry, who plays attorney Ann Kelsey on “L.A. Law,” admits there’s a lot of herself in the character of Val, the perfect wife and mother who hosts the three reunions at her Colorado home.

“There was a lot of stuff about me and about my roots in there and about the way I was brought up,” she says. “I think it primarily came out of the feeling I was having of frustration about how hard it is to get things done (in Hollywood). It was just that sort of feeling: What do middle-40s women do now?”

Lindsay Crouse (“Places in the Heart”) felt the same way. She created Rheza, a divorced mother and animal breeder, who initially is bitter toward men but ends up remarrying.

“Just having turned 40, I was feeling very alienated from the business and a lot of things in my life on account of age,” Crouse says. “‘I thought, ‘God, what I would really like to do right now is just walk out into the hills and not come back for a while.’ I chose to play a character who goes all over the world breeding animals and really researching their habitats. She is looking for circumstances that are good in which to promote her life. So I came to the reunion as a way to re-enter into human beings.”

JoBeth Williams’ (“The Big Chill”) Natalie also is battling age discrimination. Natalie is a TV film critic who loses her job, she believes, because she has turned 40. “I wanted to play a woman who was in the public eye and loses her job,” Williams says. “I felt that as an actress who is not 28 any more I could relate to it.”

Shire chose to play a Catholic nun. “I wanted to play a nun for a thousand years,” Shire says, laughing.

“It was a wonderful choice,” Williams says. “When Talia said she wanted to play a nun, our jaws sort of dropped.”

“I just thought what was so interesting about nuns is these women were extraordinary feminists,” Shire says. “Women’s liberation hit the church (in the ‘60s). They were at the forefront. They were incredibly educated. They really were the feminists. They didn’t have families or husbands.”

Ally Sheedy (“St. Elmo’s Fire”) decided she wanted to play Elizabeth, Val’s younger sister, who is the lover of Anne (Martha Plimpton), a maverick photojournalist. “I knew I wanted to be a sister with someone,” Sheedy says. “For some reason, that started to become important to that character. I asked Linda if anybody would want a family member. I asked Jill and she said it would be great.”

Often, Yellen would offer suggestions to the actresses about their characters. That was the case with Helen Slater (“Supergirl,” “City Slickers,) who plays Hannah, an artist married to Natalie’s ex-husband. Three days before filming began, Slater recalls, Yellen asked Slater how she would feel if her character was married to Natalie’s husband. “She wanted to work in things about having children and not having kids and things like that,” Slater says.

Yellen, Williams says, also would throw “directorial surprises” at her cast throughout the filming to keep everyone on their toes. “I had no idea what my birthday presents were going to be,” Williams says, laughing. One of the surprise presents happened to be a live snake. “She would also tell one person something that was going to happen and she wouldn’t tell anyone else,” Williams says. “So it was truly fly-by-the-seat-of-your-pants time.”

On the fourth day of shooting, Yellen had the cast draw to see which character would die. Ten minutes after the actress was chosen, Yellen whisked her away to shoot a videotape in which she says farewell to her friends. “I had pre-lit a mountain top which was totally secluded,” Yellen says. “We just got into a wagon and headed up there.”

Most of the “Chantilly” group didn’t find the lack of a script unnerving. “The only part that was scary is that it’s a very different form of narrative because you don’t have a central character or two central characters,” Crouse says. “To have seven central characters means that the moment something happened--an event--all of us came running to Linda saying, well now that has happened I have to go off in the woods with her and have this scene.”

On the second night of filming, Crouse recalls, she found Yellen weeping in the basement of the house where they were shooting. “I said, ‘Linda what’s the matter?’ She said, ‘I have all of these characters and they have taken on such a life. I want to be true to all of them. I want you to be fully expressed by the time I leave here. But I have six days to make a movie. I am just lost as how I am going to get this thing all done.’ ”

Slater, who has an improvisational theater company in Los Angeles, was initially worried the film would be just talking heads. “I think there are sections that are chatty and it works,” Slater says. “Some sections don’t.”

“I think we totally lost any sense of the cameras very early on,” Williams says. “When you work this way, because it is so moment to moment, you have to be available to whatever is going to happen.”

Sheedy also forgot the cameras were rolling. “Sometimes you sort of didn’t know,” she explains.

“Chantilly” has influenced the career directions of several of the participants. Shire is now directing a feature film in which Sheedy is starring. Crouse is hoping to direct a short film for Showtime, and Williams will be directing one for the network later this year.

Crouse says because of “Chantilly” she can “answer questions much more easily now about scripts I receive. I know the kind of work I really want to do from years 40 to 80. I am very clear about it. What I really discovered is there is no such thing as, ‘There are no parts for women in their 40s.’ ”

“We all became creative artists,” Eikenberry says. “I found I was really good about coming up with what I needed for my story line.”

“Chantilly” will be released theatrically in Europe, and Showtime is looking into a theatrical release in the United States. In September, the “Chantilly” ensemble will be doing another improvisational movie at Sundance--this time, with men.

“It’s real interesting,” Williams reflects. “We meet together now like every two weeks. We have become sort of a women’s consciousness-raising group. It made us want to be with women. It just reminded everybody about what we get from each other and how much it means to have a group of women and hear everybody’s point of view without men around to sort of color everything.”

“What is so lovely about this,” Crouse concludes, “is the friendships are even bigger than the picture. They really are. That is more precious than anything,.”

“Chantilly Lace” premieres Sunday at 8 p.m on Showtime; it repeats Tuesday at 9 p.m. and July 27.