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— by Corey Moss

PARK CITY, Utah — One night while filming "The Upside of Anger" in London, director Mike Binder made a confession as he walked Keri Russell home after a late dinner.

"He said, 'I gotta be totally honest with you, I've never seen 'Felicity' before,' " Russell recalled recently. "And he swears that I said really instantly back, 'Well, I never saw your show either.' I did not do that! Although, [it's true that] I never saw it."

 Keri, Erika, Evan Rachel Wood more at "The Upside of Anger" premiere

 Photos: "The Upside of Anger"

Binder's show was the short-lived HBO sitcom "The Mind of the Married Man," and perhaps it's best Russell never caught the racy portrayal of infidelity. Russell's co-stars did, and well ...

"I didn't tell him this, but I was a little scared of him," Erika Christensen said. "He's got a twisted sense of humor."

"I saw 'The Mind of the Married Man,' and this is definitely his best work," added Evan Rachel Wood.

So if they weren't fans before, how did Binder lure four of Hollywood's hottest young actresses ("Vanilla Sky" 's Alicia Witt being the fourth) to his low-budget drama?

"Joan Allen," Binder answered. "Every girl in town came to my office and said, 'Is Joan Allen really in this?' A lot of them hadn't even read the script."

"Joan Allen is so stunning," Russell confirmed of the veteran actress, whose recent credits include "The Bourne Supremacy," "The Notebook" and "Pleasantville." "And she's so warm and kind to everyone, and she's that talented it's just so fun watching her. ... It's a really different character for her. She's plays this kind of f---ed up alcoholic mom, and she's really rough and inappropriate. And it was cool to see her do that."

"The Upside of Anger" is an ensemble drama, but Allen is clearly the centerpiece as a bitter mother trapped in a midlife crisis who unexpectedly falls for her stoner ex-baseball-star neighbor, played by Kevin Costner (yes, his third time as a baseball player).

"Joan plays this mother who — her husband apparently leaves her, and then it's basically the next four years of their life — her and her four daughters, who are very close in age," Russell explained. "And I play one of the daughters, who's very mouthy with her. It's just about their upper-middle-class life in Michigan and how they're all dealing with this loss."

Interestingly enough, Allen not only attracted her co-stars to "The Upside of Anger," she inspired Binder to write it.

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"I played Joan's chief of staff in 'The Contender,' and we got along great," Binder explained. "She saw a comedy I did called 'The Sex Monster' on HBO one night and said, 'Why don't you write something for me?' I said, 'Be careful what you ask for.' "

The idea for the story came out of Binder's desire to expand his résumé, which also includes the upcoming "Man About Town" with Ben Affleck and 1993's "Indian Summer."

"I had written a lot of stuff about sex and lust [and] marriage, and I wanted to do something different, but also something that was real to me," he said. "I thought, 'What else is real to me? Anger.' So then it was, 'What's an interesting take?' Well, what's interesting about anger is that a lot of the stuff we're angry about, we never know the whole story. We never know if it was worthy of all that anger."

Allen signed on after reading the script, which brought on the rest of the ladies, but Binder was still without a male star and, more importantly, financing. "I gave the script to Kevin, and he said, 'I'll read it, but it doesn't have funding and it's kinda independent, so I probably won't do it,' " Binder said. "But he read it and said, 'This thing speaks to me.' He knew we'd have to get financing on his name and he agreed to that. He's the hero of this movie, as far as the making of it."

In the movie, Costner's character provides the voice of reason, if not a father figure.

"We're this group of really volatile, kinda angry women, and he comes in and he's kind of the Saint Bernard of the story," Russell explained. "And the great thing about his character is it happened in real life, too. He's just so sweet."

Over the three months of shooting, the cast became close friends, especially the ladies.

"Three of us, Alicia Witt, Joan Allen and myself, all had birthdays three days in a row, so we celebrated and were complete girls," Christensen said. "We had all the girls together and had cake and wore tiaras, and we were like, 'We are the princesses!' "

"It was a lot of women all the time, which is interesting, but I have to say, for a group of girls, it was really easy," Russell added.

"No cat-fighting, no nothing," Wood said. "Everybody was so humble and so cool. They have no idea how brilliant they are."

And in the end, the ladies even changed their minds about Binder, who plays a slimeball that courts Christensen's much younger character in the movie.

"He's got so much heart," Christensen said. "I adore that man. He's so passionate about his work."

"He's so funny," Russell added. "Just smart and wicked funny."




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