Who wouldn't want to star in a juicy S&M romance destined for the Sundance Film Festival? Well, lots of people, actually. Here's the whole sordid story, from the first gleam in an indie director's eye to James Spader delivering a climactic spanking--without padding.

ONE DAY LAST APRIL, James Spader spanked Maggie Gyllenhaal. This was hardly a fond gesture between actors. No, this spanking occurred during a climactic scene, one full of "sexuality" and "love," according to the participants, and, also, just a bit of violence. After all, the smack of Spader's hand against Gyllenhaal's butt - her bare butt - sounded like coconuts hitting the sidewalk.

Director Steven Shainberg is particularly proud of this scene, which is at the heart of Secretary, his provocative new film. "It's irrefutable," he says on the set in Los Angeles, as if someone might already be arguing against it. Shainberg, 39, is compact and fit, and as he warms to his topic, he sounds a bit ecstatic. He moves his arms like an orchestra leader. During shots, he stands at the monitor, one foot forward, the other scissored back - as if the orchestra leader might be about to leap. "De-lightful!" he shouts. And sometimes,"De-licious!" He seems full of hope.

Is it possible that things are finally going well for Shainberg and his S&M romantic comedy?
Just four months earlier, the director had taken to bed in his New York apartment, almost too depressed to speak. Secretary was supposed to be Shainberg's second independent feature and the one that, he hoped, would help him break through. But "a year after starting to cast this," he managed to report, "I still have no male lead." Actually, he underreported the bad news. He had no leads. And it was going on two years.

STEVEN SHAINBERG had long been that terrible thing, a person of promise. After graduating from Yale, he secured the rights to Denis Johnson's wonderful debut novel, Angels. (He was 22 at the time but looked 15, so to be taken seriously, he refused to meet Johnson until the deal was signed.) Three years later, he optioned five Jim Thompson novels --- shelling out only about $5,000. (This was before Hollywood turned Thompson's work into The Grifters and After Dark, My Sweet.) He graduated from the directors program at the American Film Institute, where David Lynch, Terrence Malick, Mimi Leder, and Darren Aronofsky are fellow alumni. His onetime girlfriend, actress Jennifer Jason Leigh, had starred in his class projects, which he wrote with novelist Johnson. After AFI, he created shorts for MTV. He shot commercials, directed music videos.

Shainberg has a quick sense of humor --- he can flop to the floor in laughter --- and studios periodically sent him scripts --- broad, comic, Animal House kind of things. But, the director says, "that stuff is boring." He loves singular movies like Happiness, Breaking the Waves, and sex, lies and videotape. In general, he's fascinated by sex and the trouble it gets people into. Over the years, he visited strip clubs, S&M clubs. He interviewed foot fetishists and sex slaves. Then he read "Secretary," a short story by Mary Gaitskill. It's about an S&M love match between office colleagues --- he's the sadist, she's the masochist --- and it had the effect of an epiphany. "I've got to make this," he thought. "I've already put years of research into it." He optioned the story in 1998 and eventually commissioned a screenplay by playwright Erin Cressida Wilson.

In the meantime, he concentrated on his first feature, Hit Me, loosely based on the Jim Thompson novel A Swell-Looking Babe. Shainberg raised $700,000 to film the heist-gone-wrong drama, which stars Elias Koteas. "A bleak, rewarding film noir, "The New York Times said when it was released in 1998. But more independent films than ever before were vying for screen time, and Hit Me stayed in theaters for just a few weeks. "I'm not going to make another movie that no one sees," Shainberg vowed at the time.

The only way out of that bind was to cast stars who could get the movie into theaters. "All distributors want to know is, "Who's in the film?" Shainberg says, "Your mother-in-law asks that. My dentist asks. That's all I want to know." But who would sign up for a low-budget film --- Shainberg raised $2 million from the same investors who'd backed Hit Me --- that featured, as casting agent Ellen Parks alerted agents, "self-mutilation, sado-masochism, masturbation, and a hunger strike?"

SHAINBERG and his producing partners, Andrew Fierberg and Amy Hobby of Double A Films (Sunday; the Hamlet starring Ethan Hawke), decided to approach James Spader, an actor whose resume' of sexually provocative films includes Crash, White Palace, and Bad Influence. The first of these, of course, was sex, lies and videotape, and it made Spader famous to a generation of moviegoers. In that 1989 hit, a commercial watershed for indie film, the actor transformed a weird, hung-up guy --- Graham, the videotaping masturbator --- into an alluring truth-teller. Shainberg was sure Secretary would intrigue Spader. After all, the lead might be Graham ten years later, now a marginally successful lawyer with, still, a weird, secret sex life. In January 2000, word came back via Joe Funicello, Spader's agent at ICM, that "he doesn't respond to the material."

They tried Michael Keaton. Fierberg knew they might be crazy, but, as he explains, "You think, 'He hasn't done a big movie in years. He needs us.' " Keaton passed. They approached Aaron Eckhart, of In the Company of Men. He too said no. (Eventually, he'd turn it down five times.) Shainberg leaned toward Ray Liotta, but after Hannibal, Liotta didn't seem as interested.

The casting process "is enough to make you want to blow your head off," Shainberg says. Fierberg, though, was more philosophical, as one might expect from a man who had been in the construction business for years. (Perhaps as a result, Fierberg has a refreshingly patchy memory for actor's names. "That was with the guy with the white teeth," he'll say.) The producer had an idea: Robert Downey Jr., in jail at the time on charges of drug possession. No insurer would bond a Downey movie. Studios won't make movies without insurance; Fierberg would. Downey, however, opted for a role on Ally McBeal --- a blessing, perhaps, since he was soon busted again. The filmmakers approached Greg Kinnear, who seemed intrigued. "And we're talking about offering bupkus," Fierberg says. But Shainberg wanted Kinnear to audition, which killed that. Wim Wenders's distribution company, Road Movies Filmproduktion, expressed interest in investing in Secretary when Vincent D'Onofrio seemed like a possibility. Fierberg managed to suggest that they were in negotiations. D'Onofrio, though, didn't return calls. They offered the part to the Swedish actor Stellan Skarsgard (Breaking the Waves), even though they were pretty sure he couldn't do an American accent. Skarsgard turned it down.

If casting the male lead was difficult, what woman would sign on to play the secretary, who, before blooming into a self-confident masochist, is a secret self-mutilator, an activity she carries out with scissors, bottlecaps, can openers, and a tea kettle? Later in the story, she crawls to her boss on her hands and knees with a letter in her mouth --- and loves it. (Seven females would later refuse to even meet with Shainberg.) Christina Ricci, Sarah Polley, Claire Danes, Juliette Lewis, Kate Hudson, and Reese Witherspoon said no. The filmmakers eyed Samantha Morton, who'd been nominated for an Oscar for Woody Allen's Sweet and Lowdown. She'd recently had a baby and looked pudgy at the Academy Awards; they'd heard she was looking for work. Her agent was interested. Morton passed.

As a backup, Shainberg auditioned unknowns. The first he met was Maggie Gyllenhaal, older sister of actor Jake (she plays his sister in Donnie Darko). Gyllenhaal, who has long legs, long arms, and an Ivy League pedigree --- she's a recent graduate of Columbia --- received the script with a note from the casting agent that said, "You might be appalled." And so, she says, she was determined not to be. To Shainberg she seemed winning, innocent, a little zany --- just what he was after in a self-mutilator. Shainberg told his coproducers, "I'd hire her in a minute if she had any value (in the marketplace)." But she didn't.

A year had passed since Spader turned down the part. It had been almost 18 months since Double A Films signed on for no money, just a portion of the film's receipts. ("We'll do it quickly and get out the other side," Hobbly recalls saying back then.) Shainberg, who had finished three other scripts in the interim, felt time slipping away. "The movie that could bust my career open," he said then, "probably won't."

In January 2001, the producers forced Shainberg to fly to L.A. to begin preproduction. "It's torture to sit around and talk about movies and not make them," Hobby says. While Shainberg scouted sites and hired a cinematographer, Fierberg wondered, "Are we shutting up shop?" Then, after they'd approached close to 30 actors, ICM's Funicello called. "I know this is going to sound weird," Fierberg remembers Funicello saying, "but I've got the perfect actor to be in this movie... James Spader."

IN HIS TRAILER, Spader, eating pasta with fancy mushrooms and listening to Django Reinhardt, says he may be as comfortable on a movie set as he is anywhere --- "that feeling of relaxation and serenity and comfort" is how he puts it. In fact, the 42-year old, who sometimes has trouble sleeping at night, naps effortlessly on a sofa or on the floor of a set. And yet Spader, a veteran of more than 30 movies, is quick to add that he doesn't really like to work that much. "I've never been interested in a career," he says. "Do I think [making movies] will consume my life? Not a chance." He likes to sail, to read, to walk; he takes summers off.

The way he tells it, he never even considered the script the first time it was sent to him --- "for simply financial reasons." "At a certain point, one has to be practical," he continues, sounding like the working man's movie star. "I have to make my nut." And so when he finally read the screenplay a year later, he was intrigued.

Spader can be rather stiff and formal, speaking so carefully you can almost hear the punctuation. Sex, he says, is probably the subject that intrigues him most. "I understand desires and needs. I understand sexuality. And obsessiveness," he says, sounding like the erotic explorer from sex, lies. "And I am very curious about all that I understand of it and all that I don't understand of it." Spader, it turns out, sees the world in sexual terms. "I find that everything relates to sexuality," he says. "It's unavoidable, inevitable. It is what it's all about." He'd decided to take a role in another small movie, and with both that and Secretary, he'd calculated he could make his nut.
Would Spader play sexual sadist to an unknown masochist? He reviewed Gyllenhaal's tapes. Shainberg recalls his reaction distinctly: "Spader said, 'I think I would have quite a time spanking the hell out of her.' "

"James," Shainberg replied, "I think we're going to get along just fine." Spader agreed to $100,000 per week for four weeks, plus a percentage of the revenues --- not a lot by Hollywood standards, but more than the production could easily afford.

Gyllenhaal, who'd been checking weekly with her agent, was thrilled to finally be offered the part, her first lead. Then, with the role in hand, a minor freak-out ensued. Look what she was being called upon to do! Not only would Spader spank her bare behind --- the first time he touches her onscreen --- but, in another tender moment, he was supposed to masturbate on her. The film could descend into pornography.

"I was thinking about my grandfather coming to see this," the 24-year old actress says, winding one long leg around the other. "The script has a lot of provocative questions that I didn't know the answer to. And I felt like a lot of it was out of my control."

Her mother, Naomi Foner, the Oscar-nominated screenwriter of Running on Empty, thought the script was good, if Gyllenhaal was ready for it. Gyllenhaal showed it to her father, Stephen Gyllenhaal, director of A Dangerous Woman and Waterland. "It was a little weird for my dad," she says. At one point her agent, lawyer, and manager tried to hammer out some ground rules for Shainberg to follow for their young client. After all, Gyllenhaal had never played a love scene of any kind before. They wanted Shainberg to sign an agreement stating that "her nipples, crotch, and for lack of a better term, 'butt crack' will not be shown." Shainberg almost laughed out loud, and refused to sign.

In the end, of course, Gyllenhaal couldn't turn down the part. And as she sits with Shainberg on the set, she seems almost embarrassed by her hesitation. She might still have a lot to figure out --- even basic stuff, like what to do during 15 minutes of downtime while the lights are rearranged. (First she tried "to stay as full of energy" as she is right before the camera goes on. Then she realized it was better to just relax in her trailer.) But she's intrepid, and clearly likes that about herself. "It's the hugest challenge I've come up against," she says in her pluckiest voice. Now she tells Shainberg that she doesn't want any distance between herself and her screen persona. She has decided to really experience everything --- the spanking, the bondage, the whole range of unfamiliar activities. "I had never explored S&M in my own life," she explains. "Why don't I feel what it feels like?" And she wants to have the experience for the first time in front of the camera.

The producers worry about that. They ask her to wear a protective pad during the spanking. "Why not pretend?" suggests Fierberg, concerned how her management might react. But Gyllenhaal insists. As she explains it, she has a delicate challenge. "My character is supposed to be moved by the tiniest movement of [Spader's], or look or breath," she says. "So, I've allowed myself to be totally open to him."

Spader isn't physically imposing --- take off his shoes and, as he jokes one day, "I'll disappear" --- but on the set he can be commanding, almost stern. Gyllenhaal finds him debonair, delightful, and they fall into an easy rapport. "He's got a power," she says. "I think he's very sexy." Sometimes, while lights are being set up or a camera shifted, Spader and Gyllenhaal simply stare into each other's eyes. Other times he provokes her; he does it easily, as if teasing. During a rehearsal, Shainberg recalls, Spader asked Gyllenhaal, "Do you masturbate often?" In the movie, her character does so twice. But in rehearsal, she blushed silently, allowing Spader to offer, in his precise diction, "Because I do, as often as I can."

DESPITE the S&M backdrop, Secretary is, in many ways, an old-fashioned love story. To Spader, "the film is about people searching for something that fills their hearts." To Gyllenhaal, "everything that happens between us [is] about sexuality and love." Indeed, the movie endorses the corniest view of love: that there's a mate for every lost soul. Even a budding young masochist.

En route to discovering that true love, Gyllenhaal undergoes a workout. Jeremy Davies (Spanking the Monkey, Saving Private Ryan) plays her gentle nebbish of a boyfriend, a persona he carries around off-stage. "I'm underwhelming," he says in his trailer one day. Davies's and Gyllenhaal's characters have a fight; she takes a swing at him. "She won," says Davies, who adds that the fight was real, not just acting. The next day, Spader's character has sex with her while she's tied to a tree. And in the movie's most provocative scene, Spader, wild-eyed with furtive pleasure, spanks Gyllenhaal as she bends across his office desk.

Shainberg doesn't show the act --- it is the sound that rivets the viewer --- but focuses on the emotions, the reactions. ("I'm so relieved," Gyllenhaal's mother told Shainberg when she saw an early cut of the film.) The camera closes on Gyllenhaal's face. This moment is supposed to open her up to him. A myriad of emotions seems to register. One is surprise. If she had it to do again, she later confesses, she might wear a pad. "I forgot you have to do 15 takes," she says. "I hurt myself in ways I didn't expect." (She ended up with a football-sized bruise and had to wear body makeup for the nude scenes later in the film.)

And yet perhaps her idea to experience it all on camera works. She's vulnerable, oddly tender. Spader slumps over her. Their hands touch, fingers clasp. Gyllenhaal's character really feels a connection --- maybe for the first time in her life.

Shainberg loves the spanking scene. "You haven't seen anything like it since Last Tango in Paris," he says. After getting a peek at that scene, Two Pound Bag Productions stepped in with enough money to finish the movie. And Secretary was selected for the dramatic competition at this year's Sundance Film Festival. With any luck, a distributor would bite. The years of fretting and travail are over. Shainberg is sure he's on to something, sure he'll get to direct a $10 million film. He is optimistic, full of hope and --- yes --- joy.
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Steve Fishman, a contributing editor at New York magazine, is writing a book about his life, the new economy, and karaoke.

© BY STEVE FISHMAN for Premiere - The Movie Magazine (March 2002) (Thank you, Patti)