NEW YORK -- As is often the case, Dickens said it best. "It was the best of times, it was the worst of times."

For Ray Liotta, his wife and fellow producer Michelle Grace and her business partner Diane Nabatoff, the worst of times were Toronto in the winter of 2001. That was when they filmed the gritty cop drama Narc without cash and with the strained forbearance of a Canadian crew that functioned under difficult conditions and was never sure of each week's pay.

And the best of times? That's 2002, when Narc, co-starring Liotta and Jason Patric became the darling of the Sundance Film Fest, and was championed by the likes of Tom Cruise, Harrison Ford, Warren Beatty, Dustin Hoffman and William Friedkin as one of the best cop movies ever made.

If how Narc got made was itself a movie, here's how the acts might break down.

THE SCRIPT: Young TV sports production whiz Joe Carnahan (ESPN, Fox Sports) wrote a story set in Detroit, a city he was familiar with from his Michigan boyhood. It involved a burned-out narcotics officer named Nick Tellis, who is reactivated to partner a rogue cop named Henry Oak in the investigation of a murdered fellow narc. Full of twists and turns, it telegraphs its conspiratorial tone early, but takes the viewer on a hard and brutal left turn in the last act.

Carnahan intended Narc to be his feature directorial debut.

THE DESPERATE ACTORS: Both Patric and Liotta were at crossroads in their careers. "I was really depressed," Liotta says. "This business is not a meritocracy. It's not how well you do in a movie, it's how that movie does and my movies weren't profitable and other people's were. It was frustrating and horrible. I was like, 'What the f--- is going on? Keanu Reeves got WHAT?' " He stops, laughs and adds semi-convincingly, "No, no, no, no, I'm joking."

He isn't joking when he adds, "Finally, I said, 'F--- this! I'm gonna start producing my own stuff.' "

For his part, Patric -- who had done only two movies in the past five years -- was ready to retire if his next one didn't work out.

THE PRODUCTION: "We started a company -- Michelle, myself and Ray," Nabatoff says. "And we went to Ray's new agency, and said, 'What do you have that we can produce and Ray would be interested in?' Joe's was one of the scripts they had. We read it and loved it and immediately got involved in it. In August 2000 we found financing. (The film was budgeted at $5 million). We went scouting in Toronto in November and December and started shooting in January.

"What happened is a week into shooting, we ran out of money. We were told by our financing company, 'Sorry, we don't have it.' So we said we'd defer our salaries and I said, 'I don't care what you do, get us enough to make payroll every week. If we shut down for one day, it's over.' "

"Ray complained, 'It's like every time you and Diane go into a meeting, I get less f---in' money!' " Grace recalls

There are local claims of people being stiffed. Nabatoff and Grace (ex-wife of baseball's Mark Grace) say everybody was, in fact, paid. "The pay was due every Thursday at lunchtime," Nabatoff says. "A couple of times it came late Thursday, a couple of times Friday, then the Monday. It was horrible."

Carnahan didn't get to see "dailies" of his shoots after the third day because the production couldn't afford to pay the lab. For several weeks after Narc wrapped, they couldn't afford to ship the film out of Toronto.

GRITTIER THAN THOU: Out of 29 days of shooting, 28 were in Toronto. Carnahan insisted on taking a camera into Detroit for one day for external shots and for a scene where Tellis roughly "interviews" passersby as potential witnesses.

"That stuff of Jason on the street, we had Ken Williams, a tactical officer for the Detroit PD. Jason and I were joking, 'Wouldn't it be great if we went up to people and badged 'em?' 'Cause he had a badge the art department had created up in Toronto. And Ken said, 'I'll go you one better. Take my detective shield.' This is East Detroit and those people had no idea they were being filmed. Their answers are absolutely authentic."

Says Patric, "You could tell they'd had been stopped before. Ken looked at my prop badge and said, 'No way are they gonna believe that.' He said, 'A lot of these guys are gonna be holding, y'know a knife or a gun. So you better be convincing.' "

WHAT, TORONTO ISN'T BAD ENOUGH? Apparently not. "I told my locations manager, 'Find us the dirtiest places in the city,' " Carnahan says. "So he took us to Regent Park and said, 'Oh, this is a very bad area.' And I'm looking around going, 'Brother, this wouldn't crack the top 200 bad areas. The Upper West Side is meaner than this place."

THE HOLLYWOOD CAVALRY TO THE RESCUE: Months later, with an assist from Toronto-based Lions Gate Films, Narc got post-produced and made its way to Sundance. There it developed the proverbial "buzz" and a series of private screenings happened in L.A. in front of influential audiences. Tom Cruise and his partner Paula Wagner got the movie hooked up with Paramount for distribution. Harrison Ford sought out Carnahan and asked him to direct his next film, A Walk Among The Tombstones. "I said, 'I'm not interested in doing a Harrison Ford film,' and he said, 'Good, I'm not interested in being in one,' " Carnahan says.

CELEBRITY STORIES: Carnahan on Ford: "I went out to his place in Wyoming, it's a little place, like 800 acres. We went out in the middle of the night, watched 600 caribou move through the property. I was like, 'Indy, this rocks, man!' "

On Cruise: "I went to the Paramount lot and Paula Wagner has Lucille Ball's old office. And there's these double doors adjoining Paula's office. And I hear this muffled voice and all of a sudden these double doors are rattling and I realize there's a catch on the other side, it's sort of semi-locked. And Cruise bursts through with his arms outstretched. and the first thing I said to him was, 'You can't even walk into a room normally!'

"He said, 'I was pinned to my seat (by the movie).' I guess Penelope (Cruz) left because she couldn't deal with some of the stuff, and then she came back (when he didn't follow)."

On Friedkin: "He told me, 'You made the best cop film I've ever seen." And to me, HE made the best cop film I'd ever seen, The French Connection."

Patric on Warren Beatty: "Beatty said he saw it at (Universal president) Ron Meyer's house. He said, 'I had no idea they were stringing up two movies. I had to take a piss, and I watched the first scene. Then I said I'll watch this reel before I go to the bathroom, and then it was the next reel.' Beatty said he watched the whole movie without going."

SUCCESS HAS MANY FATHERS, FAILURE IS AN ORPHAN: There are some 21 executive producers listed on the movie, "18 of whom, if I ran 'em over at a crosswalk I wouldn't know them," Carnahan says.

Liotta blames the initial financiers. "Nobody in Hollywood does anything for nothing. So they would say, 'Okay, I'll give you a bit of money but you gotta make me a producer. Not one of them ever read the script or set foot on the set."

One exec producer you might recognize if you ran him over is Cruise. Says Carnahan, "Tom wasn't after credit. He was asking how he could help, what were Lions Gate's plans? I said, 'Why don't you just come onboard? You'd be more help than any of these EPs, some of whom I'm convinced are there because somebody bummed a cigarette off them."

In the end, the "whys and hows" remain a mystery. After the Tom Cruise call set things in motion, Grace recalls, "I was like, 'Diane, how does that work? What just happened?'

"All we know is that the script was so good, we'd really have to suck to make it bad."


More Artists