FALL SNEAKS : When Looks Can Kill : Captivated by the murder of a woman posing as a man, first-time filmmaker Kimberly Peirce pursued the details of the crime to make ‘Boys Don’t Cry.’

When Kimberly Peirce first read the account of Teena Brandon’s murder in the Village Voice in 1994, she knew she had to do something.

Barely 21 years old, Teena Brandon was shot dead with two others in a farmhouse just outside Falls City, Neb. On the surface, this sort of multiple murder wouldn’t necessarily make national headlines. Except that Teena Brandon, a.k.a. Brandon Teena, was killed for posing as a man.

“I felt this immediate kinship with Brandon,” says Peirce, 30. “A lot of my friends pass as boys, and I wanted to understand what happened.”

For the next five years, Peirce would piece together Brandon’s story, eventually assembling her first feature film, “Boys Don’t Cry,” starring Hilary Swank and Chloe Sevigny and set for release by Fox Searchlight in New York on Oct. 8, Los Angeles on Oct. 22 and nationwide Nov. 5.

Her outrage over the crime initially compelled Peirce--then a graduate student in film at Columbia University--to stand vigil outside a Nebraska courthouse during the trials of the two men charged with Brandon’s murder, each of which lasted just under two weeks. Both men were convicted.

Upon her return to her home in New York, Peirce decided to make her short thesis film about Brandon Teena, discarding her original script about a female Civil War spy who posed as a man. “For a lot of reasons, I’d always been interested in women who passed as men. It takes a lot of bravado, a lot of humor.”

The completed film garnered enough attention for Peirce to approach Christine Vachon of Killer Films for financing. “Kim came to us originally with a script and footage from her short film based on the Brandon Teena story, and both showed promise,” recalls Vachon.

Vachon, who has earned a solid reputation producing independent films such as “Kids” and “Velvet Goldmine,” was intrigued enough to encourage the first-time filmmaker to develop the project. “It was clear from the beginning,” Vachon says, “that Kim’s intensity and passion for the story were going to take her far.”

In fact, Peirce’s passion led her to return to Falls City to find out what really happened. “I began experiencing the material,” Peirce says. “I had a personal interest in making sure it was right.

“I fell in love with Brandon, with the charisma, the energy. It’s so [expletive] daring. Here she was in a trailer park posing as a man! I think she was a real daredevil.”

Pretending to be a man, Brandon had managed to seduce countless young women, including Lana Tisdel, who was 19 at the time and through whom Brandon met her killers. Some of these women eventually discovered Brandon’s female identity (and some continued seeing her), while others were fooled into thinking she was a man, or misled into believing she was a hermaphrodite.

Throughout her relationships with women, however, Brandon insisted that she was not gay and often spoke of plans to have a sex change operation.

Brandon wooed each of these women with a passion that was unmatched by male rivals for the women’s attention. The fact that, with her hair cut short, she resembled a very pretty boy--imagine a feminine Leonardo DiCaprio--didn’t hurt either.

Tisdel ran with a rough, hard-drinking crowd, whose association Brandon, as Brandon Teena, cultivated. Two men in the crowd--John Lotter and Tom Nissen--who became outraged upon discovering that Brandon was a woman, ferociously assaulted and raped her on Christmas Eve 1993. In the following week, Brandon reported the crime to authorities, who, despite the viciousness of the assault, chose not to arrest Lotter or Nissen.

By New Year’s Eve, Brandon was dead, killed by the same men who had raped her. They also killed Lisa Lambert, a single mother in whose home Brandon was staying, and Phillip DeVine, who was visiting Lambert that night.

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The crime captured the imaginations of magazine reporters, documentary filmmakers, even true-crime writers, who descended on Falls City to cover the trials of Lotter and Nissen, and to uncover details of the murders.

(Diane Keaton’s Blue Relief Productions optioned the rights to true-crime author Aphrodite Jones’ book “All She Wanted,” with Drew Barrymore in mind for the role of Teena Brandon. Initially interested, Barrymore is no longer involved, although Blue Relief is still developing the project.)

But Peirce’s persistence paid off. By befriending a court reporter, Peirce gained access to court documents, exhibits and transcripts from the murder trials. She also earned the trust of Tisdel, the woman who had inadvertently proved to be Brandon’s downfall.

“When I first showed up at Lana’s door in Falls City,” says Peirce, “she acted really strange and told me to come back tomorrow. Turns out, she thought I was Brandon. I used to have short hair, like a tomboy. ‘I keep seeing him places,’ she told me, as if Brandon was somewhere waiting for her.”

Peirce acquired the rights to Tisdel’s story and quickly began assembling the script. (Tisdel has insisted she didn’t know Brandon was a woman until the night of Brandon’s rape, despite evidence to the contrary.)

Of the screenplay, Peirce--who shares screenwriting credit with Andy Bienen--says: “It was a very tortuous process to find the structure to fill in the gaps of what was known--what could be proven--with what wasn’t known.”

After Peirce tinkered with the script at the screenwriting and directing labs at Sundance Institute, Vachon felt the young director was ready to begin making the film.

The remaining obstacle was a formidable one: Who could play Teena Brandon? “Brandon was the center of my story, and the center of the movie, and in the end, the center of the tragedy,” Peirce says.

A competitive casting call ensued, fueled, says Peirce, by curiosity about gay culture. “Everybody was coming in for Brandon, but they were all totally feminine! They didn’t look anything like Brandon and had no sense at all of what it was like to be a boy.”

Even Sevigny (“Kids,” “Last Days of Disco”), who later landed the role of Lana Tisdel, auditioned for Brandon.

“Kim asked me at the audition if I’d ever wanted to be a boy,” Sevigny says. “She was so passionate about the story that even though I wanted the part, I couldn’t lie to her. I said, ‘no.’ ”

Three weeks before the production was to begin, Peirce still hadn’t found an actress to play Brandon; then, Hilary Swank’s tape arrived. “We thought her name was made up,” says Peirce, who was unfamiliar with Swank’s film work in “The Next Karate Kid” and “Buffy the Vampire Slayer.”

Within a few seconds, Peirce says, “On the tape, Hilary smiled, and I knew I had Brandon. The Brandon I knew was a charmer, and Hilary had that charisma that none of the other girls had.”

Swank, who also appeared in a recurring role on “Beverly Hills, 90210,” was drawn to the part by the challenge of passing as a young man. “Even after I auditioned and got the role,” Swank says, “it was important to me that I pass as a boy, because I didn’t want to ruin the story. Brandon obviously passed as a boy, and I wanted to play the part so that Brandon--if he were alive today--would say, ‘Yeah, that’s my story!’ ”

Peirce guided Swank’s “transformation” into Brandon, urging her to live as a young man for weeks before filming. She cut her hair short and began to “strap and pack” (like Brandon, Swank strapped her breasts and wore a sock in her jeans).

Swank says her husband, Chad Lowe, was especially supportive, helping her fine-tune her male swagger and even introducing her as “James” at Swank’s request when they were out in public.

“I didn’t meet the actors until I was fully transformed,” says Swank. “I [couldn’t] ever imagine her as a girl,” Sevigny says. “She showed up at the wrap party decked out as a girl, and I had never seen her that way.”

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Filming began in October 1998 in and around Dallas, parts of which resemble Falls City. “We were straining against the budget at all times,” Vachon says of the production, which was less than $2 million. “But we wanted Kim to feel like she could push the envelope, to take the film in as many directions as she possibly could.”

Peirce says there are no definite plans for her next film, although she is working on a script that will “spiritually” pick up Tisdel and Brandon’s story where Peirce left off. “It’s about a woman,” she says, “who goes into the world of the dead to reclaim a lost love.”

Perhaps most daunting for those who participated in “Boys Don’t Cry,” was the challenge of staying true to the people whose lives are portrayed in the film.

“I hate it, it’s difficult,” says Sevigny, who nevertheless says her performance as Tisdel is the best she has ever given. “It’s this person’s life experience; it’s had this huge impact on her; and here we are condensing it into two hours.”

For Swank, telling Brandon’s story was vital. “We are reenacting something that happened to somebody. Yes, it’s not easy to watch, but it’s important not to mute it, because people need to know what goes on in the world.”

“By its nature, the film reduced the reality Brandon faced,” says Peirce, who notes she toned down much of the violence Brandon actually experienced. “The real story is a kind of horror that I think few people will ever know.”