Will Dormer is a good cop. A seasoned LAPD detective, Dormer has seen it all - murder, brutality, corruption - yet he remains unflinchingly committed to his mission: solving crimes and catching the criminals who commit them.

When his partner is killed during the course of a homicide investigation in a remote Alaskan town, a grieving Dormer is forced into a compromising relationship with the primary suspect, Walter Finch, that gradually undermines his judgment and threatens his psychological stability...and quite possibly his entire career.

"Dormer and Finch have a highly combustible relationship," notes Academy Award-winning actor Al Pacino, who portrays the deeply conflicted detective. "Finch is pushing and pulling and enjoying the chase. The question in the film is: How much will the audience identify with Dormer's predicament? The hope is that the audience will identify with Dormer, and think to themselves, 'What if I had a subconscious wish and it came true?'"

In addition to combating Finch's mind games, Dormer faces an unexpected challenge presented by the unfamiliar environment. "Will Dormer arrives in this northern Alaskan town during Midnight Sun, when the sun literally does not set for twenty-four hours a day," director Christopher Nolan explains. "Like a lot of people who travel to this region, Dormer's body clock wreaks havoc on him and he's not able to sleep comfortably. As the story develops, he faces progressively intense psychological pressure that compounds his inability to sleep, and this begins to cloud his decision-making ability. His insomnia is a physical representation of the psychological struggle that becomes increasingly significant as the story progresses."

Originally presented in the 1997 Norwegian film Insomnia, this premise and the protagonist's unique predicament intrigued producers Paul Junger Witt and Ed McDonnell, who began developing an American version of the story with screenwriter Hillary Seitz. "Like Christopher Nolan, we loved the original film," Witt says, "but we viewed it as so culturally specific that we knew our version would not be a traditional remake or a literal translation."

After spending a year researching the fictional Alaskan town of Nightmute and carefully crafting the characters and story, Seitz delivered a draft that captured the attention of Alcon Entertainment co-founders and co-presidents Andrew A. Kosove and Broderick Johnson. "What initially attracted me to Hillary Seitz's screenplay was her subtle but evocative portrait of Will Dormer, a flawed character who is presented with a very real, compelling dilemma," Kosove says. "I was also intrigued by the duplicity of the film's title and the theme that light plays in the story."

Equally compelled by Seitz's script, Nolan screened Memento for the Insomnia producers and the Warner Bros. Pictures creative team, who were duly impressed by the young writer-director's meticulously assured storytelling and filmmaking. "From the time we saw Memento," says Witt, "there was only one director we wanted, and that was Christopher Nolan."

"Christopher's command over his vision for the material was very impressive," says producer Broderick Johnson. "His confidence that he can enact what he envisions and his ability to create a distinct visual style and really well-developed characters convinced us that he could bring to Insomnia the kind of originality and conviction that he demonstrated in Memento."

Memento, Nolan's stylish thriller about murder, memory loss and revenge, differs from Insomnia in terms of its structure. "While Memento unfolds in reverse story order, Insomnia follows the main character on an intensely linear journey," Nolan muses. "You experience Will Dormer's increasing struggle with his inner demons, his increasing struggle against his lack of sleep and his progressively dangerous relationship with the suspected killer. I very much wanted to pull them through this crazy descent with Dormer, so you always understand his actions and you sympathize with him in some sense even as he moves into very questionable territory."

Executive producers Steven Soderbergh and George Clooney were similarly impressed by Nolan's Memento and his take on Insomnia, and put their considerable support - and their Section Eight production company - behind the project. "Memento is such a mature piece of work, especially for a second film, I was blown away by it," Soderbergh enthuses. "Insomnia is a terrific companion piece to Memento, because they're both very subjective films that take you inside the central character's experience. Christopher puts you in Will Dormer's head in the same way that he entrenches you in the protagonist's point of view in Memento."

* * *

Director Christopher Nolan and the Insomnia producers began their casting process with discussions about who could best portray veteran LAPD Detective Will Dormer. "It was very clear to me that casting Al was the most interesting way of approaching this material. He's played so many great cops through the years, from Serpico to Sea of Love to Heat, and we were able to really use that history and that identification the audience has with his iconic cop image to play against expectation," Nolan says.

Adds producer Kosove: "Al makes a lot of films set against an urban backdrop, and he's closely associated with New York and New York-based movies, so it was a very compelling choice to cast him in a role that thrusts him into the wilderness."

"I've never played a character like Will Dormer," Pacino says. "He's a romantic character, and a much different kind of cop than I've ever portrayed. There is diversity amongst real-life cops, just as there is diversity in any cross-section of society; my hope is that if you compare all of the characters that I've played, whether it's Frank Serpico in Serpico or Vincent Hanna in Heat, that they all come across as distinct individuals."

When Nolan and Pacino met to discuss the role, "We really saw eye to eye about the approach that we wanted to take in terms of this character and how he moves through the story," Nolan reveals. "Will Dormer is an incredibly complex character that requires an actor who's able to project a kind of moral intelligence that is essential to the plot. Al brings moral complexity and depth to this character that it would not otherwise have had."

Pacino appreciated the strength of Nolan's vision. "I immediately felt very comfortable with Chris," he says. "It was very clear, right from the beginning, that he understood deeply what he was doing and was always open to anything that would happen. I had a lot of confidence in him, which helped me a great deal in my performance. I was with him one hundred percent."

Nolan also has high praise for Pacino's disciplined intensity. "Al delivers an incredibly subtle performance in this film. With the slightest nuance - just a look or a small gesture - he conveys the most complex human struggle. It's phenomenal, that kind of restraint."

"Dormer has a gradual deterioration in his alertness and his ability to make decisions," Broderick Johnson explains. "However, the film was shot out of sequence, so we would shoot a scene where he's very alert, and then skip ahead to film a scene where he hasn't slept for five days. Al always knew where the character was emotionally at every single moment, a feat which requires greatness from both actor and director."

For the role of Walter Finch, the mild-mannered crime fiction writer who emerges as a cunningly manipulative murder suspect, the filmmakers opted to cast against type. "Although he is traditionally considered a comedy star, we loved Robin's dramatic work in films like Good Morning Vietnam, Dead Poet's Society and of course, his Oscar-winning performance in Good Will Hunting," says Kosove. "And we felt it would be quite compelling to cast him as this shrewd, reserved killer."

"We'd been looking for somebody to play opposite Al who is not only a tremendous actor, but who also has a similar kind of audience identification with his star persona," Nolan says. "As the story progresses, we wanted to have two larger-than-life characters confront each other in this twisted psychological cat-and-mouse game. When I met with Robin and realized how clearly he understood Finch, it was very exciting to know that he was going to fit this character like a glove."

"There aren't any flashy comedic moments in this film," producer Ed McDonnell attests. "Robin brings a very quiet, single-minded strength to Finch as he forces Dormer to forge a relationship with him."

Williams was drawn to the material by Dormer and Finch's complex relationship and their psychological battle for control over an increasingly chaotic situation. "Normally there's a good cop pursuing a bad cop but the interesting twist about Insomnia is that the moral high ground is quickly lost and the story moves into a more ambiguous area," Williams observes. "The characters face off in this moral gray zone, playing this lethal game of one-upsmanship. When you add that kind of stress to being in this unfamiliar place where it's basically light twenty-four hours a day, how does that affect you mentally? That is what made this film so interesting to me."

The actor was also attracted to the opportunity to play against convention and explore his lifelong admiration for detectives, police, and the world of criminal investigation. "It's exciting to play a character as despicable as Walter Finch," Williams reveals. "You're free to explore darker things like the seductiveness of evil - or the banality of it."

"Walter Finch is a man who has drifted across the line and has found himself comfortable with that," Steven Soderbergh comments. "He's such a withdrawn, interior character, and to see Robin Williams in that state is oddly compelling. Walter is trying to control himself, to be normal, while struggling with so much on the inside. Robin plays this dichotomy perfectly."

"When Robin was cast, it took the project up a notch," says Pacino. "He had a real appetite to play this character - it's always fun when an actor has an appetite."

During the filming process, local crowds as well as cast and crew observed the interaction between the irrepressible Williams - who periodically made forays into the crowd to sign autographs and take photos with fans - and the intensely private Pacino.

"Yeah, it was Mr. Method versus Mr. Anything," quips Williams. "We would both come at it from different angles, like two different styles of jazz, but we were both looking for the same kind of unusual approach to the unexpected, and then we would usually hit it about the same time."

"Working with Robin was just a joy," enthuses Pacino, "not only because he's a lot of fun, but also because he's a very intelligent person. He's so easy to work with because he knows how to be sensitive to your needs as an actor."

"Robin loves to hang around the set and make the whole crew laugh and be around the process throughout production, whereas Al has a more interior sort of process. He'll go off to one side to get himself ready and then return in character," Nolan adds. "But the thing that continually amazes me about great actors is how wonderfully they are able to mesh with other actors, how they can approach their work from completely different directions, and yet interact in the most wonderfully constructive way."

Hilary Swank's character, ambitious but unproven local detective Ellie Burr, appears in sharp contrast to Pacino's tormented cop and Williams' calculating murder suspect. "Ellie is enthusiastic, dedicated and talented, but she also tends to be overlooked by her peers, even though she made detective at such a young age," Swank relates.

"Ellie is a very tricky character to pull off because she has to be young and innocent, a little bit wide-eyed and a little bit green, but at the same time she projects an intelligence, strength and a dedication to duty that indicates that she's going to grow beyond her youthful naïveté," Nolan elaborates. "Just as importantly, she has to be believable as a cop in this small town in Alaska. Hilary has the most extraordinary ability to convey the different sides of a character like Ellie and, in addition to her talent as an actress, she also has a look and a physicality to her that lends credibility to the character."

"The role was a challenge for me in terms of playing a character who doesn't require going through any kind of physical transformation," says Swank, who followed her Oscar-winning turn in the searing sexual identity drama Boys Don't Cry with her starring role in Alcon Entertainment's lush historical drama The Affair of the Necklace. "I felt naked, in a way, as Ellie Burr, because she was so open and present in everything she did."

Eager to forge a relationship with Dormer, Ellie gradually earns his respect, but in so doing learns more about herself and her hero than she ever expected. "Over the course of the film, Ellie is forced to confront, question and try to reconcile her respect and adulation for Dormer with the reality that he may not be as infallible as he seems," Nolan relates. "She's ultimately forced to examine how these contradictions are going to affect her in her future as a police officer."

"Ellie expects that her idol is going to teach her to be this amazing detective, but instead she ends up learning far more through his human failings," Swank says. "Everybody has a hero and it's a painful lesson to learn that they are human and can make mistakes."

Swank admits that her real life experience in working with Pacino in some ways reflects her character's arc in the film. "I have learned so much from him just in observing his approach to acting and to his role. There is a parallel between that experience and Ellie's learning curve with Will, so it worked out perfectly."

Martin Donovan plays Hap Eckhart, Dormer's longtime partner, who travels with him to Alaska to investigate the disturbing murder of a teenage girl. "Will's got this instinctual nature about him," Martin Donovan says. "He's a brilliant investigator and I don't think Hap has the same intellect. Will has all the power in the relationship, but early on in the film, Hap asserts himself and the tables turn in an unexpected way."

"It's a very well-written relationship in that you find the whole history of these guys in an effortless way," Donovan continues. "It just unfolds really beautifully and has a wonderful arc. All of those issues are raised about the complexities of being a cop, the ambiguities of which lines can and cannot be crossed."

Will finds an unexpectedly sympathetic ear in Rachel, the manager of the lodge where Will and Hap stay in Nightmute, played by Maura Tierney. "Rachel is an empathetic person, someone who doesn't sit in judgment of other people," Tierney says. "She and Will have a very fleeting relationship, but it's a trusting one. He can't sleep and Rachel is often up all night, and he confides in her. I think that sometimes it's easier - and safer - to be with a stranger than with someone you know."

Jonathan Jackson, who came to national attention for his Daytime Emmy-award winning work on the soap opera General Hospital, plays Randy Stetz, the boyfriend of the murdered teen who becomes a patsy in Finch's malevolent game.

"Randy's a tough, smartass kind of guy who doesn't want to be pushed around by the cops, but Pacino's character already has something over him so there's an immediate intimidation factor. Randy has to strike a balance between being slightly threatened by the situation but also being unable to show it."

* * *

ABOUT FILMING INSOMNIA

Although Insomnia is set against the sprawling beauty of British Columbia and Alaska, director Christopher Nolan and director of photography Wally Pfister - who also served as the cinematographer on Memento - crafted a shooting style that captures the breadth of the larger-than-life landscape, while at the same time remaining focused on the characters. "We created intimacy by keeping the camera with the main character, something we did very much with Memento and continued with Insomnia," Pfister explains. "The camera always stays with Will Dormer, either traveling in front of him or behind him or revealing his point of view. In this way, the audience explores the unfamiliar landscape with him, and they feel the light piercing through the windows as he desperately tries to sleep."

Light - specifically, Alaska's seasonal phenomenon known as Midnight Sun - plays a major thematic role in the story. "Wally and I wanted to convey this sense of an omnipresent light," says Nolan, "that seeps in everywhere and is a constant reminder of danger, guilt and the threat of exposure."

Pfister was particularly intrigued with the creative challenges involved in crafting and executing the film's ambitious lighting design, which needed to achieve a seamless blend of both thematic and practical lighting. "Light, and how light affects Will Dormer, is such an integral part of the story, we viewed it as a fourth character," Pfister says. "I felt an enormous amount of pressure but at the same time a creative excitement in using the light in this way, because it became this entity that taunts Dormer throughout the story."

The theme of light was also expressed in the design of the sets themselves. "We wanted to keep the interiors dark, both to contrast with the constant, intense daylight of the exteriors and because a darker palette looks better on film," production designer Nathan Crowley relates. "So we used enamel paint on our sets, which bounces light onto walls and into dark corners."

Principal photography on Insomnia took place in British Columbia over a period of 53 days from mid-April through the end of June 2001. The speed and efficiency with which the production completed its compacted schedule was due in no small part to the talented crew and the close collaboration between Nolan and Pfister.

"Chris and I established a very fast working rhythm together on Memento," says Pfister, who not only is the film's director of photography, but also operated the camera during shooting. "We more or less work in shorthand. I know exactly what sort of thing Chris is looking for and he trusts me in the execution."

Trust is key to the success of their collaboration - Nolan must often rely on Pfister to frame shots, because he prefers to position himself by the camera with the actors, as opposed to watching the action unfold on a video monitor. "The increasing convention is for the director to stand away from the action, watching the scene unfold on the monitor and then reviewing it on playback," Nolan observes. "I don't use a conventional monitor and I don't use playback. I like to stand by the camera and really watch what the actors are doing with my own eyes, because when you blow up their performances on the big screen, you see so much more than you could ever see on a monitor."

Nolan used a small handheld monitor to reference Pfister's shot framings. "That technique was very liberating because then I was able to be by the camera, face-to-face with the actors, talking about what they'd just done and what we might want to explore in the scene," says Nolan, who prefers to listen to the actors rehearse and shoot without the aid of headphones. "Al Pacino, Robin Williams and Hilary Swank are actors who express so much through the most subtle expressions and gestures, and those moments are what you build the film on in the editing room, so you really need to see everything while you're filming, in order to be able to discuss it with them."

Hilary Swank appreciated the director's hands-on approach. "Christopher Nolan collaborated with the cast and crew in a really beautiful way," she says. "He is so attentive and present in every moment, and he has a strong vision for what he wants, but at the same time he's very interested in other people's opinions and has a great rapport with the actors and the crew."

"Christopher Nolan is a consummate filmmaker and a true leader," adds producer Broderick Johnson. "His method of working in the trenches with the cast and crew energized everyone on the set. There's a camaraderie and a certain confidence that the actors have in him which normally develops over a long career. Christopher has already achieved that level of skill and confidence."

* * *

As shot by Nolan and Pfister, Insomnia contrasts the gritty realism of Alaska's industrial logging towns and pulp mills with the pristine beauty of the surrounding wilderness and magnificent mountain landscape.

The film's opening sequence - shot in part at the Columbia Glacier near Valdez, Alaska - depicts a wide silver floatplane soaring high above a stunning glacier. On board, Detective Will Dormer studies a case file while his partner Hap Eckhart gazes out the window as the plane clears the glacier to reveal a spectacular coastline and valley below. Finally, the small aircraft touches down at the docks of a pulp mill belching gray smoke that hangs like drapery between the mountains.

"We wanted to open the film with a suitably majestic landscape that evokes the sense of peculiar dislocation that these two cops from Los Angeles would feel when thrust into this setting," Nolan explains. "But we also wanted to avoid presenting small-town Alaska as simply quaint or petrified. Instead, we tried to portray the contradiction of the region's natural beauty and incredible scenery with the modern utilitarian reality of people living in that kind of environment."

After scouting various locations in Alaska and British Columbia, Nolan and the filmmakers selected the small logging town of Squamish, located approximately 40 minutes from Vancouver, to represent the fictional town of Nightmute, where Will Dormer's murder investigation primarily takes place. The production utilized practical locations within the town of Squamish, including the police station, the hunting lodge where Will and Hap stay during their investigation, and the high school, where Dormer first interrogates murder suspect Randy Stetz, played by Jonathan Jackson.

Filmed over a two-day period, the interrogation scene gave Jackson an intriguing first hand look at Pacino's method of keeping the intense scene challenging for his young co-star. "We probably performed that scene about forty times," Jackson explains. "During each take, Al would do something different - he would change lines to throw me off, and towards the end of the day even started singing off camera, which I loved."

For a scene depicting the funeral of the young murder victim, the production team appropriated a finger of land just outside the town known as "The Spit." Widely acclaimed as the most popular wind surfing spot in British Columbia, The Spit is framed by a waterfall across the inlet and a famous vertical rock face known as "The Chief," which dominates the area. By layering the sandy ground with turf and adding rock walls, greenery and shrubs, the Insomnia crew transformed The Spit into an aged windswept cemetery.

Port Alberni on Vancouver Island was chosen to serve as the fictional town of Unkumuit, where reclusive crime novelist Walter Finch resides. It is here that the filmmakers staged one of the most dramatic action set pieces of the picture, in which Will Dormer pursues Finch across a dangerous logjam of swiftly moving timber at a sprawling pulp and paper mill.

"Designing the setting for that chase sequence was a little bit daunting," recalls Nathan Crowley. "We found a local contractor who built a moving log boom and we put in some docks, with a lot of help from the people at the pulp mill. We needed literally thousands of background logs to achieve the look we were after."

"It's not your typical pursuit, where one guy chases another guy over a chain link fence," Robin Williams attests. "It was a dangerous sequence to shoot, even for the stunt guys. This seemingly endless convoy of heavy logs are moving so fast, they'll crush you to death if you can't find your way out of the water - which is freezing. And it's like a curtain of darkness underwater, because light barely bleeds through the logs."

* * *

Filming at the film's more remote and rugged locations also presented the filmmakers with unique production challenges, and shooting on the rocky beach where the detectives' stakeout of the murder suspect goes horribly awry proved difficult. Situated on the site of a huge landslide, at the edge of a wilderness inlet near Vancouver known as Indian Arm, the area is extremely steep, littered with jagged rocks and loose stones. "It was a magnificent but difficult location," admits Crowley. "And it was one of the hardest to find - an expanse of giant rocks next to the water, which is what we needed in order to shoot huge shapes looming through the fog. Chris and I understood that it was probably not someplace where anyone in their right minds should go."

The location demanded that the entire production - including trailers - be housed on large floating barges, which had to be towed to shore after wrap each night, resulting in a complex all-night tugboat marathon. But in spite of the tortuous terrain, filming was completed without incident, other than a great many sore muscles and a few scraped knees.

Perhaps the greatest adventure for the production was in finding the location for the movie's climactic final sequences, which take place at Walter Finch's lakefront home and nearby boathouse. The scenes were staged on a frozen lake in the mountain valley of Bear Glacier, situated near the tiny hamlet of Stewart, B.C. on the northwest Alaskan border.

"When we scouted the location in April it was all frozen solid," reports Crowley. "You couldn't even see the edge of the lake and we were up to our waists in snow. We came back with carpenters and dug holes all over the place until we found solid ground, then we brought in equipment to shovel snow out of the way and waited for the lake to thaw in order to install the boathouse portion of the set."

"The biggest challenge with the lake house was to figure out what was dry land because that changes every year. Eventually we built the whole thing on stilts and put siding on it in case it flooded. Another issue was the glacier itself because every time ice breaks off the glacier it creates a one foot wave in the lake which comes over and floods the place, thus creating a whole new set of problems." In the end the company had to build protective log booms in the water surrounding the set, to hold back the icebergs being cleaved from the glacier and stop them from smashing into the set.

Then there were the logistical and practical challenges in trying to find accommodations for about 160 people in a town with a population of only 500. A former mining town that fell on hard times with the closure of the mines, the residents of Stewart pitched in with great enthusiasm in order to provide lodgings for the cast and crew. In the end, there still wasn't enough room for everybody, so the principal actors, as well as make-up, hair and wardrobe personnel were housed on three yachts.

But the company's one-week stay in the remote location - known for its frequent avalanches - provided more of an adventure then had been anticipated. On the second day of filming in hot and sunny weather, an ominous rumble was heard in the mountains just above the small roadside park where all the production trailers were housed. As everybody looked up in amazement, the rumble soon turned into an impressive roar and an avalanche poured right down the mountain, finally stopping just short of a clearing that housed all of the production vehicles, including a helicopter. A few days later, another avalanche threatened to wipe out the set, but the thunderous cloud of snow and dirt came to a halt just short of the lake.

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