WINNIPEG - It's one of the oldest stories in the book.

A small-town girl moves to the big city, runs into some financial difficulties, and takes on a strange new job to pay the bills.

And what better way to earn a little cash than, say, indulging total strangers' bizarre S&M fantasies as a fledgling ... dominatrix?

OK, so maybe it's not really the oldest story in the book, but Walk All Over Me -- a Canadian black comedy currently shooting in Winnipeg -- certainly sounds like it'll be putting a novel spin on a familiar tale.

The flick -- written and directed by Calgarian Robert Cuffley, and starring Tricia Helfer (Battlestar Galactica) and Leelee Sobieski (Eyes Wide Shut) -- was inspired by a provincial slogan that should sound familiar to a lot of Winnipeggers.

"Originally, it was going to be called Alberta Bound," says Cuffley. "It just struck me as a really interesting pun, like what if there was this character named Alberta, and she was bound -- or she got hooked into the whole dom thing?"

Eventually, Cuffley decided on a title that would make sense outside of the 49th parallel, but the story stuck: Alberta (Sobieski), a "screwup of monumental proportions," moves from small-town Alberta to Vancouver, where she looks up her old babysitter Celene (Helfer), who just happens to make her living as a dominatrix.

When Alberta winds up owing Celene money, she tries working as a dominatrix, too, but quickly stumbles across a crime scene, runs into a trio of Montreal criminals, and finds herself navigating the tricky territory between thriller-chills and big laughs.

"It has a lot of comic turns," says Cuffley. "If you play it straight, you get a lot of comedy out of it, whereas if you play it as a gag, it just becomes farce."

Cuffley wrote the script with Sobieski in mind, and pursued the 23-year-old actress -- acclaimed for her work in Joan of Arc, Joy Ride and My First Mister -- for more than a year. A bit of a strange choice, given that Sobieski's roles typically call on her to project a wisdom beyond her years.

"You're 100% right ... it is easier to add stuff on than it is take it away, and certainly you do spend a lot of time (as an actress) building up your confidence," says Sobieski, noshing on granola and coffee in a downtown hotel. "I don't think I've ever played anyone who's this innocent before, and who isn't all-knowing, or at least doesn't have a thought that brings her out of the moment."

For her part, former Canada's Next Top Model host and Alberta native Helfer says she didn't have to research S&M, since the flick has more to do with the women's relationship than with leather fetish-wear or riding crops.

"I do think it's misunderstood," she says. "People hear the word and think it's funny, but everybody has different things that make them tick. As long as it's consensual and no one's getting hurt, I say it's all good."

Cuffley, however, met a producer of the series Kink -- and a number of local doms and subs -- to find out whether his script bore passing resemblance to reality.

"She said, 'None of this actually happens,' so I was a bit disappointed," he laughs. "But she also said it's still a very cool take on things ... and that I should be willing to take some artistic license."

Cuffley hopes to have Walk All Over Me completed in time for the Toronto or Sundance Film Festivals, with an eye on a general release in fall or winter.


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