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Director James Toback tackles the eternal triangle Ė with a new beat for the 90s. He and his stars talk about the making of a sexually frank romantic drama.

Shot in just eleven days almost entirely in real time and with a frank sexual realism, Two Girls and a Guy is an attempt to capture dramatically and visually the intensity, complexity and ambiguity of modern relationships in a time when fidelity, sexuality and honesty arenít always a happy trio.

"To portray and dramatise an increasingly significant part of the modern sexual/romantic world"

Which of the three will survive and who will fall in love are two of the questions that drive the psychological suspense in this emotionally charged tale of the late Ď90s.

"The essential idea," Toback says, "was to portray and dramatise an increasingly significant part of the modern sexual/romantic world, a world in which AIDS, while acknowledged as the ongoing health danger it surely is, has ceased to paralyse people in their quest for sexual discovery, a world in which traditional ideas about romance and love -- sexual fidelity, commitment, permanence -- are all being rigorously re-examined, a world in which honesty and directness are qualities valued as highly in theory as they are violated frequently in practice."

Thus was set in motion a story of three characters drawn into an unexpected dissection of the desires, passions and fears that brought them together in the first place and will perhaps now drive them apart.

"Now they know heís a liar and a cheat"

Two women - Carla (Heather Graham) and Lou (Natasha Gregson Wagner) - wait impatiently in front of a New York loft, each hoping to surprise her boyfriend on his return from a trip to Los Angeles. Chatting, they discover a surprise of their own -- their fantastic boyfriend is the very same man: Blake Allen (Robert Downey Jr.), a struggling actor with a talent for evading the truth. Carla and Lou decide to sneak into Blakeís apartment, and over the next few incredible hours, they attempt to uncover the truth about the enigmatic Blake any which way they can -- from dramatic confrontation to fevered seduction to shocking revelation.

Says Toback: "These two women have each spent ten months with Blake, thinking he was theirs. Now they know heís a liar and a cheat. So a) they want to know how he did it; b) they want to know why he did it; and c) thereís still a matter of competition between them."

In addition to wanting to explore the as-yet undefined sexual and emotional realities of the late Ď90s, James Toback was searching for a role that would challenge his long-time friend Robert Downey Jr. Having directed Downey in his 1987 comedy The Pick-Up Artist, Toback says he was left with "a frustrating sense that there was something far bolder we could do together."

He immediately thought of Downey for the role of Blake Allen, whom Toback describes as "charming, enjoyable, entertaining, brilliant, witty, musical, lonely, compassionate, duplicitous, contradictory, slippery" -- an utterly modern man and conjurer of true romance and cruel lies.

"I knew Toback would give me the freedom to let my spirit go."

Robert Downey took to the complex character of Blake instantly. "It was totally intuitive," he says. "I knew Toback would give me the freedom to let my spirit go. Thatís the risk directors have promised me I could take before, but this is the first time Iíve actually been allowed to do it. Toback was so flexible and intelligent and hilarious that it didnít even feel like work."

Downey was also drawn to the open-ended question of whether fidelity is a form of honesty or a skein of lies. "I think fidelity and monogamy are entirely possible," says the actor, "but you just have to make that decision personally that you donít dirty the waters, even in suggestion, you know?"

With Downey set to play Blake Allen, Toback approached producer Ed Pressman, the prolific and highly respected independent producer, whom Toback has known since they lived together in the same Manhattan apartment building. The two risk-taking filmmakers had long talked about working together, but nothing had ever come to fruition. Until now.

Says Pressman: "I loved Jimís script -- it turns the romantic comedy inside out and becomes a sort of post-romantic comedy. His vision is funny, surprising and sexy and I knew the combination of Jim and Robert would produce very special results." Won over by Tobackís visual and thematic boldness, Pressman came on board. Within a matter of weeks he and executive producers Michael Mailer (son of Norman Mailer) and Daniel Bigel had arranged the financing. \"their combination of

"Intelligence, humor, beauty and for their exceptional improvisational ability."

The characters of Carla and Lou -- the two savvy, forthright and highly sexual women who refuse to let Blake Allen off the hook for his damaging duplicity -- called for careful casting. Toback chose two of Hollywoodís most promising young actresses -- Heather Graham and Natasha Gregson Wagner -- for "their combination of intelligence, humor, beauty and for their exceptional improvisational ability."

Graham, whose roles in Drugstore Cowboy, Swingers and Boogie Nights have established her as an up-and-coming actress of enormous versatility, plays Carla. Elegant and self-possessed, Carla hides a few secrets of her own. Says Toback: "Heather is one of the most exciting and original young actresses in America. She brought emotion, passion and a sense of daring to the role."

Graham, in turn, was intrigued by the daring nature of Tobackís script. "I was fascinated by the idea of a movie with just three characters," she recalls. "I wondered if James could pull if off. I also really liked Carla -- she is intelligent, complicated and cynical but she really does care for Blake. She sees through his charisma and knows how desperately he needs to be loved."

"It dares to ask what happens when you really tell the truth about desire, fidelity & relationships." Heather Graham

Graham notes that the character of Carla poses a huge question mark about the possibilities of true monogamy even in the presence of love. "I think the movie leaves open the question of whether monogamy can work. People like Carla and Blake, who are good people but have these huge sexual desires, find themselves wondering how they can be honest and intimate and also true to themselves. It seems that everyone in the film has the basic desire to have a loving, faithful relationship, but the film is honest in saying that itís not that simple. Not that itís impossible, but itís very difficult."

"And that," summarizes Graham, "is what excited me the most about working on this film. It dares to ask what happens when you really tell the truth about desire, fidelity and relationships. That truth can be really harsh, but itís also very exciting to feel that kind of intimacy with the characters, to know in the end that what the audience is experiencing is something very honest."

In one of the filmís most risky sequences, Graham and Downey have a highly charged sexual moment amidst the confrontation.

"A startling and unexpectedly moving sex scene that breaks all the cliches" Robert Downer Jnr

"Watching what Heather and I did was very unnerving to me and Iím certainly not a prude," admits Downey. "The script purposefully didnít specify what the love scene should be -- so Heather and I sort of decided the right way to go and let it happen." What did happen resulted in a startling and unexpectedly moving sex scene that breaks all the cliches.

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