The Making of WHAT MATTERS MOST

Director Jane Cusumano Fought for her Film and her Life

by James A. Cusumano

(April 2002, Ojai, CA) I knew Jane for what seemed like my entire life, but it was really just shy of 20 years. During that time, she touched not only me, but also family, friends, and just about everyone around her, with her spirit, passion, creativity, and generosity. Nowhere was this more apparent than in her short-lived tenure as screenplay writer/director in the making of her first and last feature film. We completed What Matters Most on May 1, 2001, and she lost her courageous 4-year battle with breast cancer a month later. Jane died quietly in my arms on June 1 at 10:30 a.m. at Cottage Hospital, in Santa Barbara.

She had more than the necessary elements that make a successful director. An accomplished artist, musician, equestrian, novelist and screenplay writer, she took on the challenge of her initial battle with breast cancer while restoring a 1924 Wallace Neff home that we had purchased in Ojai, California in December of 1997. The home, which sits on a small 5-acre citrus-horse ranch, subsequently appeared in numerous news and magazine articles. That job done, Jane was ready for her next artistic challenge.

She had begun writing screenplays in the early 90s after studying with Robert McKee. Her dream had always been to direct her own feature film, but as a devoted wife and mother, the timing just did not seem right to her until our youngest daughter, Polly went off to Vassar to study filmmaking, and I succeeded in taking my Silicon Valley company public. The first event provided large blocks of personal time and the second, potential funding for her foray into filmmaking.

Shortly after Polly graduated from Vassar and began her career as an actress, Jane conferred with her about a script idea. As a young girl, Jane had often vacationed on her grandparents' cotton farm in Oklahoma. Driving from California, she was impressed by the stark beauty of the Texas Panhandle and the warmth of its people. These early impressions were reinforced in her artistic soul by great movie standards such as The Last Picture Show, Giant and Tender Mercies. From those early discussions with Polly, the script for What Matters Most emerged. Beautifully shot on the Texas Panhandle, this bittersweet Romeo and Juliet story is about following your heart, no matter what obstacles are thrown your way.

It all started on a sunny April day in Ojai. Jane had just completed the script and we were discussing how to get the film off the ground. In short, how to get it funded? She saw it as a $500,000 project, but after reviewing her plans, I knew that the final number would be much higher.

Through a number of contacts that I pursued in Los Angeles, we arranged meetings with several producers and investors who were looking for new material. After more "That's not our kind of thing; it's not edgy enough" meetings than I care to recall, we found ourselves in front of a group that fell in love with the script. After some back and forth, they offered $100,000 for Jane's script. Not too shabby! The catch was that Jane could have no further creative input. She was elated and depressed at the same time. What to do? That was the question that April afternoon.

Finally, Jane exclaimed with an epiphany, "We'll do it ourselves; we'll form our own film company." "Lovely," I thought. I had founded, built and brought public two high-tech companies, but that was in the pharmaceutical and energy sectors. What did we know about making films? Jane persisted, and I finally conceded. Several months prior, she had successfully put her first bout with breast cancer in remission and she was ready to roll. And so, Chateau Wally Films (named after the architect of our home) was born on June 1, 2000.

As executive producer, the first thing I did was to hire a consulting director for Jane. She had never even been on a movie set and I felt that she needed to know some of the technicalities. The problem was that the first two candidates wanted to take over her film, and there was no way that was going to happen. I fired both of them.

One of them was a real gem. He told us that there was no way we could shoot the film on the Texas Panhandle. "No infrastructure to work with," he pontificated. He fancied himself as a location scout and flew us to Montana to fake the Panhandle. Jane stepped off the plan in Helena and took one look at those beautiful mountains and said, "No way!" He then ushered us off to Dallas because they do have a great film infrastructure. "This looks like Pennsylvania or New Jersey," she observed. Jane pulled me aside at the Dallas airport and asked me to do something, which I did. I fired the guy, right then and there.

Jane marched over to the Southwest Airlines counter and bought two tickets to Amarillo. Upon arrival, we rented a car and we drove in circles around Amarillo until she found two towns that fit her image of the film, Channing and Vega. She chose Vega, population 840, situated about 40 miles west of Amarillo on old Route 66. We immediately visited the Mayor and after describing the script to him and his council, found we had more cooperation than we could ask for. We had all we needed, no permits or fees, free access to all areas and buildings in town, large numbers of enthusiastic extras who were willing to work for free and standby patiently until needed. The sheriff and his deputies even worked part-time for us as carpenters and security guards.

Jane's next thought was to identify local people who could help us pull off a project in a cost-effective way. She called the Texas Film Commission and they put us in contact with Sue Burns Hoffman, who had just finished work on Waking Up In Reno with Billy Bob Thornton, and who knows just about everyone in Amarillo and the surrounding area. She eventually became our associate producer. Sue introduced us to Sherry Anderson, the primary talent agent in Amarillo. Sherry provided the local talent. Most significant was 11-year old Kaitlyn Lewis who did a magnificent job in her role as Jeanetta Warner.

But perhaps the most important connection realized through Sue and Sherry was our introduction to Charla Diver who was to become our producer. Charla had lived in Los Angeles, produced more than 15 films, and now as a single mom with a 5-year old boy had decided to come back to the family values of the Panhandle to raise her son. It turned out to be a great opportunity for both Charla and us. Charla hired all of the other key crew---cinematographer, sound, editor, assistant directors, etc. She also identified Richard Munchkin, who had produced or directed more than 20 action films and was more than willing to advise Jane as a director's consultant, and truly let her call the shots.

She worked with me and Jane in developing a realistic budget. Jane's original estimate shot up to $800,000. Charla promised that she could deliver the project within budget. We both agreed that anything that Jane needed that was not in the budget would be brought to my attention and would be implemented only as an "agreed overage" by the executive producer, yours truly. I knew that there would be many of these, because I thoroughly understood the "big sky" feel that Jane was looking for in this film. I had the number $1.1 million in my head, which I did not share with Jane, and which was ultimately required to complete the film. Under the circumstances, it was worth every penny.

With these details developed, we headed back to Ojai where Jane and our daughter, Polly who plays Heather Stone in the film, set about the task of auditioning more than 500 SAG actors in Los Angeles. It required several weeks, but their insight was phenomenal. They identified an ensemble cast that had all of the right looks, personal chemistry and performances.

During August, Charla set up our production office in Amarillo and hired local actors, extras and crew, as well as the crew that she felt must come from the Los Angeles talent pool. Jane and I flew out several times to be sure that all was going according to plan and for Jane to have her input on hiring local actors and crew. Jane spent significant time identifying the specific shooting locations in Vega. She had incredible insight and impressed even the most experienced among the crew, including Michael Goi, our cinematographer.

It was September 12, just one week before Jane and I were to leave for Amarillo when she learned that her breast cancer was back and had metastasized to her lungs. We were devastated, but the next morning she called her doctors at Stanford and Santa Barbara and worked out a plan with them whereby she would receive chemotherapy every Friday morning at 7:00 a.m. at the Harrington Cancer Center in Amarillo, just prior to going on set.

We set off for Amarillo by car on September 14. We rented the Bonanza Motel in Vega for cast and crew. It was run-down, but clean and looked like it hadn't seen this kind of action since the sixties. Many of our actors, e.g. Chad Allen (Dr. Quinn Medicine Woman) and Marshall Teague (Roadhouse, Armageddon, The Rock) were accustomed to much nicer quarters, but all of us eventually became one big family and thoroughly enjoyed the experience. We all worked and played together.

We shot on a tight schedule of 22 days and, as we approached late October, we were constantly praying for no snow! Working 16-hour days, alternate six- and five-day weeks, I knew that Jane was exhausted, but she never said a word. She had brief rehearsals and rarely shot more than three takes, pushing everyone at a rapid clip. She was an inspiration and the performances show it. Marshall Teague was a Navy Seal and a highly decorated black-belt martial artist, having played the tough guy in everything from Road House to Armageddon and The Rock. More than once, I saw him deep in tears as he watched with amazement, Jane's passion and performance. We had the luck of the gods with us. Everything fell in place. It's not supposed to. We finished principle photography on November 6. The very next day Amarillo was buried in its first snow of the winter, 15 inches deep!

Jane and I drove back to Ojai and she tried to rest, but the next few months were packed with doctor visits, pain pills, macrobiotic diets and trips to Mexico for treatments she could not get legally in the states. She began to work with our editor, Marc Leif, in March. I drove her every day from Ojai to the studio in Burbank where she gave Marc her input as she lay on a couch, growing weaker each day. Those were very difficult months. We finished post production in April and she viewed the final film on the big screen at FotoKem on May 1. She cried with happiness, and so did I. Her passing, a month later on June 1 was very difficult for everyone who knew Jane, but especially those of us who felt her passion as she completed her biggest dream at the sunset of her life.

Sherry Lansing, Chairman and CEO of Paramount, who knew Jane, called me after Jane's death and expressed her deep concern, noting that the world had lost a writer/director with incredible potential. Last summer and fall, I took the film on a special 7-city nationwide tour to raise awareness and funding for breast cancer. Every audience was deeply touched by the film and Jane's story.

What Matters Most continues to win awards at festivals. At the WinFemme Festival in Los Angeles, it won for Best Feature Film. At the Portland Festival of World Cinema, Gretchen German and Chad Allen were nominated for best actress and best actor; my daughter, Polly won the Flash Forward Award and Michael Goi was awarded Best Cinematography. At the Manhattan Global Film Festival, the film was nominated for Best Production and Best Feature Film and Jane posthumously won the Best Director Award, an accolade that was especially sweet for me and Polly. The Ojai Film Festival gave their Festival Spirit Award in Jane's honor. What Matters Most has been submitted to 12 other festivals, of which four so far have notified us of acceptance; Texas Film Festival, Florida Film Festival, Stoney Brook Film Festival the Tambay Film Festival.

We are currently in discussions with several distributors for a release this year. Two of them have made offers which we are considering. One is for a possible cable release and the other is for a theatrical release. Although the latter would be wonderful for Jane, I think she would agree that because she is an unknown director, and without any mainline stars, we would have a limited probability of achieving my two objectives: to have the maximum number of people see the film, and to tell Jane's inspirational back-story. I am leaning towards a cable release. I would love to see it make one of the women's networks such as Lifetime or Oxygen. I think the match of objectives is incredible.

Many of us, I in particular, will always carry Jane in our hearts. She showed us what talent and passion can do in the challenging world of filmmaking, and perhaps more importantly, in our journey through life.

For distribution information please contact:

Jim Cusumano,
President and CEO

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