DAVID O. RUSSELL had developed something of a reputation. The screenwriter and director of ”Flirting With Disaster” and ”Three Kings” had become known for smart, wildly original movies, and for attracting top actors despite relatively modest budgets. But he was also known for alienating some of those actors while shooting (most notoriously when he and George Clooney ended up in a fistfight on the set of ”Three Kings.”) For his next movie, ”I Huckabees,” Mr. Russell was determined to chart a happier course.

This seemed fitting, since one of the movie’s themes would be the very possibility of human happiness. Billed as an ”existential comedy,” ”Huckabees,” which had its debut at the Toronto International Film Festival last week and opens on Oct. 1, may be one of the oddest Hollywood releases in recent memory: a jumbled, antic exploration of existential and Buddhist philosophy that also involves tree-hugging, African immigrants and Shania Twain.

The shoot, Mr. Russell decided, wouldn’t be a typical Hollywood affair. It would be an intimate, personal experience for a handful of actors otherwise accustomed to populating magazine covers and award ceremonies. Both the movie and the set would be extensions of Mr. Russell’s own uncensored, often unpredictable personality, and an opportunity for him to explore profound spiritual questions that have preoccupied him for years. (Indeed, the original idea for the movie was based on Buddhist theories Mr. Russell first learned in college from Robert Thurman, Uma Thurman’s father.) ”The whole thing is an existential meditation,” Mr. Russell explained in one of several interviews through the making of the film. But the experience turned out to be no blissed-out meditation session. To get the performances he was after, Mr. Russell did all he could to raise the level of tension on set, unapologetically goading, shocking and teasing his actors. Sometimes these techniques prompted reactions that were less than photogenic. And in perhaps the most un-Hollywood move of all, Mr. Russell allowed a reporter to watch.

April, 2003: The Headlock

From the beginning, Mr. Russell knew exactly what he wanted to create with ”I Huckabees.” The trouble was, few others were able to grasp what that was. Many who read the script said they could not understand it, and several studios — Sony, Paramount, Warner Brothers, Fox, all led by people who say they are fans of Mr. Russell’s — turned it down. (Later, some of the actors who went on to star in the film said that the script had never made sense to them; they simply trusted Mr. Russell’s vision). But now the seasoned producer Scott Rudin has joined the project, the mini-studio Fox Searchlight has signed on and a British financier named Michael Kuhn has agreed to finance it for $18 million. So the movie is, at last, in preproduction.

Better yet, some of the biggest actors are involved. Jude Law and Gwyneth Paltrow have signed on to play eager-to-succeed employees at a department store chain called Huckabees. Mark Wahlberg will play a firefighter traumatized by 9/11, while Jason Schwartzman will be a frustrated young environmental activist. Each of these characters suffers from some form of spiritual malaise and will hire Dustin Hoffman and Lily Tomlin, a pair of ”existential detectives,” to investigate. Isabelle Huppert will play the detectives’ glamorous French nemesis, a mysterious force for chaos who equates life with pain and suffering.

Except that the cast is falling apart. Gwyneth Paltrow drops out because, Mr. Russell says, she still hasn’t dealt with the death of her father. Nicole Kidman expresses interest, but can’t get out of ”The Stepford Wives.” Jennifer Aniston becomes and then unbecomes a possibility. Naomi Watts, Mr. Russell’s original choice, frees herself from scheduling problems and after some brief drama — she and Ms. Kidman are close friends — is finally cast.

And then Jude Law quits (the explanation Mr. Russell hears is that he needs to make a big-budget movie because of an impending divorce settlement; Mr. Law’s representatives deny that money was a factor). Mr. Russell is devastated: instead of doing his movie, Mr. Law has decided to take a role offered by Christopher Nolan (”Memento”).

At a Hollywood party, Mr. Russell, a lean, muscular 46-year-old with dark, lanky hair, runs into Mr. Nolan and — in full view of the party guests — puts him in a headlock. Wrapping his arm around Mr. Nolan’s neck, Mr. Russell demands that his fellow director show artistic solidarity and give up his star in order to save ”Huckabees.” (In the meantime, Mr. Russell has met with Jim Carrey as a possible replacement.) The next day Mr. Law calls Mr. Russell from a boat while crossing the Atlantic and discusses his ”Huckabees” role at length, never mentioning Mr. Nolan or his project. The headlock story makes the rounds in Hollywood.

July 9, 2003: Almost Naked Lunch

Filming has begun, and on a suburban street in the Woodland Hills section of the San Fernando Valley the ”Huckabees” operation has taken over a simple split-level house with rounded shrubs in the front. A tent has been set up in the front yard for video monitors and director’s chairs.

But Mr. Russell is almost never in the usual director’s position behind the monitor. Giddy and childlike, he rolls on the ground, dances, does push-ups and shouts at the actors with a megaphone. ”I never want it to end,” he whispers. Mr. Russell starts the day wearing a suit, but it’s slowly coming off: first the jacket, then the shirt. Also, he keeps rubbing his body up against the women and men on the set — actors, friends, visitors.

Perhaps Mr. Russell is trying to free his actors to be as outrageous or ridiculous as he is. The script will require the actors to risk embarrassing themselves thoroughly: Isabelle Huppert is to perform a sex scene while covered in mud, Mark Wahlberg must repeatedly punch himself in the face, Jude Law will vomit into his own hands and Naomi Watts will essentially be driven crazy by her own physical beauty.

The scene at hand is a climactic moment in Mr. Law’s character’s breakdown, requiring the actor to cry and tear at his clothes. After several takes in which Mr. Law says the lines he has memorized, Mr. Russell is now yelling at him with new lines, even as the camera rolls. Mr. Law, exhausted, finally ad-libs a string of expletives, shrieking and beating his fists into the grass. ”I am lost in the wilderness!” he cries. In character (or maybe not), Mr. Hoffman and Ms. Tomlin look on in pained sympathy.

Mr. Russell shouts: ”Eeeeee! Eeeee! Keep rolling!”

Mr. Hoffman: ”We’re rolling. What’s ‘Eeeeee’?” There is no response, but Mr. Law keeps emoting.

On the next take, Mr. Russell lies on the ground, just behind Lily Tomlin, but out of view of the camera. Perhaps he’s trying to add to her feeling of unease in the scene. ”Most likely he was looking up my skirt,” she deadpans while watching the playback a few minutes later.

It seems impossible that a film set could feel any less formal — but come lunchtime, it does. Mr. Russell sheds the rest of his clothing, leaving only his boxers, and starts to exercise — first jumping rope, then sparring with his personal trainer, right on the sidewalk of the suburban street. Many of the actors and crew join in. They, however, keep their clothes on.

July 24, 2003: The Car Trip

It is a hot, tense day in a dried-up marsh near Los Angeles International Airport. The shoot is nearing its end. Mr. Hoffman, Ms. Tomlin, Ms. Huppert, Mr. Wahlberg and Ms. Watts (devoid of make-up and wearing an Amish bonnet) are all crowded into an old Chevrolet for the critical scene in which they will articulate the movie’s themes: how everything in the universe is connected, and how sadness is an inevitable part of life. In an essential bit of back story, Ms. Huppert will explain how she became a pessimist because of a failed love triangle with Ms. Tomlin and Mr. Hoffman.

The actors do take after take in the crowded car, with Mr. Russell, as is his habit, constantly throwing new lines at them from a few feet away. The dialogue is poignant and bizarre at the same time, and the scene culminates with Mr. Hoffman and Ms. Tomlin weeping simultaneously and loudly.
While the cameras roll, Mr. Russell berates the actors: ”Where’s the [expletive] reaction?” he swears at Mr. Hoffman.

The actors look tired. As he has throughout the shoot, Mr. Russell is touching them — a lot, and sometimes in private places. At one point, Mr. Wahlberg grabs the director’s megaphone, shouting: ”This man just grabbed my genitals! It is my first man-on-man contact!” At other times, the director whispers into the actresses’ ears — lewdly, they later say — before a take.

So far, the actors have been remarkably tolerant of Mr. Russell’s mischief. As Ms. Huppert later observed in a phone interview, the actors knew Mr. Russell was intentionally trying to destabilize them for the sake of their performances. ”He is fascinating, completely brilliant, intelligent and very annoying sometimes, too,” she said. They also know he has created superb films from chaotic-seeming sets before. Besides, he’s the director and the writer; now that they’ve cast their lot with him, they really don’t have a choice.

But on what is meant to be the last take of the day, Ms. Tomlin, who recently ended an exhausting run of her one-woman play, collapses into Mr. Hoffman’s arms crying and doesn’t stop. As he embraces her, the wails grow louder and louder, and finally it becomes clear that she is not in character. After long moments, Ms. Tomlin breaks the tension by shouting at Mr. Hoffman: ”You’re driving a hairpin into my head!” Everyone collapses in laughter and the take is trashed.

But the drama is not over. The car scene takes several more hours to shoot, and as the sun fades, the accumulated tension erupts. Ms. Tomlin begins shouting at Mr. Russell: she is unhappy with the way she looks. She wants to try the scene a different way. She taunts him with a few expletives and curses at the other actors too. Their patience worn, the other actors laugh at her outburst.

Later, unfolding himself from the back seat of the Chevrolet, Mark Wahlberg jokes that his next project will be a nice, easy action film.

July 31, 2003: Candid Camera

The production has moved from the dried-up swamp to the set of the detectives’ office. It is hot and cramped, and the hour is getting late. To pass the time while a shot is set up, Mr. Russell treats the crew to a description of a baby passing through the birth canal.

And then Ms. Tomlin is berating Mr. Russell again.

This time, the director turns on her angrily, calling her the crudest word imaginable, in front of the actors and crew. He shrieks: ”I wrote this role for you! I fought for you!” Mr. Russell ends his tirade by sweeping his arm across a nearby table cluttered with production paraphernalia. He storms off the set and back on again, continually shouting. Then he locks himself in his office, refusing to return. After an uncomfortable, set-wide pause, Ms. Tomlin goes in to apologize, and Mr. Russell returns to the shoot.

Unbeknownst to both of them, a member of the crew has videotaped his tirade. The recording makes its way around the Hollywood talent agencies. Asked about the incident later, Mr. Russell says: ”Sure, I wish I hadn’t done that. But Lily and I are fine.” For her part, Ms. Tomlin admits that both she and Mr. Russell lost control. ”It’s not a practice on his part or my part,” she says. ”I’d rather have someone human and available and raw and open. Don’t give me someone cold, or cut off, or someone who considers themselves dignified.”

This must be the Zen part.

Sept. 4, 2003: Roller-Coaster Party

The shoot finished earlier in the day, at 3:15 a.m. — miraculously on schedule and on budget. For the wrap party on the Santa Monica Pier, the ”Huckabees” production has taken over an amusement park along the Pacific, where Dustin Hoffman is chatting with his old pal, the producer Robert Evans, flanked by a couple of towering women whose assets spill out of their halter tops.

Mr. Russell is wandering around the pier in a grey suit and blue pinstripe shirt, unbuttoned, with a blinking red heart-necklace slung around his neck. Everyone else is playing arcade games and riding the roller coaster under a gentle black September sky. But the director seems to be in a kind of dazed dream state, and has been that way for about a week, he says. Usually, he says, ending a film brings a mixture of sadness and relief, but this time it’s only sadness. He seems to be mourning the end of the free-wheeling universe of the ”Huckabees” set; now he has to retreat to the solitude of an editing room to figure out exactly what his movie is. ”I told you,” he tells a visitor, as if wondering how one could forget something he’d said in passing two months earlier. ”This was the happiest experience of my life.”

But there are murmurings of confusion as to how the movie will turn out, even among actors who trust Mr. Russell. ”I hope he has all the pieces,” observes Talia Shire, leaving the party with her son, Jason Schwartzman.

July 26, 2004: Reality Check

It is a balmy night on the lot of Twentieth Century Fox and the Little Fox theater is packed with leading members of the cast, some crew, several agents, friends. Dustin Hoffman and his wife and children and their friends have come; so has a still golden-haired Jude Law and his parents. The theater hums with anticipation: it is Mr. Russell’s first film in five years; he’s locked himself in the editing room for an unusually long time; and though almost no one has yet seen the film, it is already being mentioned as a nominee for a best picture Oscar.

A half-hour late, Mr. Russell walks to the front of the theater wearing a blue suit, a red and white striped shirt and sneakers. Compared to the manic exuberance he displayed on set, he seems relatively subdued. ”Wake up, it’s a comedy,” he announces, even though his audience of insiders presumably knows as much. ”We’re going to have an amphetamine mist,” he tells the crowd, playing with a strand of hair.

No one — even those involved with the film — knows quite what to expect from it. What they see is a movie that is, well, dense. Emotionally dense, and intellectually so; jammed with ideas both profound and prosaic, thick with rapid-fire dialogue about human beings and the use of petroleum. But it’s not quite the movie they shot. A few major scenes — like the one in the car, which was supposed to explain the entire movie — have been cut. As people file out of the theater, trying to find the words to describe the movie, executives from Fox Searchlight eagerly cull reactions. Does the movie play? Do the pieces fit? But it’s hard to gauge the mood. Several audience members say they can’t even decide if they liked the film or not.

Claudia Lewis, a production executive who has been a staunch proponent of the film, is hopeful and nervous. ”We are working on some original marketing ideas,” she says. She and her colleagues know that this movie is not an easy sell.

It’s not clear if Mr. Russell is picking up on the uncertainty in the air. A few days later, he sends a euphoric e-mail message about the screening. His words are rhapsodic and earnest; he seems to be channeling the same energy with which he directed the movie: ”It was such a swell night. Such good vibes in the air. I especially liked those who said the film affected them like a trippy reality drug.”

In fact, for a moment, Mr. Russell seems as if he’s never left the set.

Sharon Waxman, the Hollywood correspondent for The Times, is the author of ”Rebels on the Backlot: Six Maverick Directors and How They Conquered the Studio System,” to be published in early 2005.