Did you hear the one about the Polish hit man (Sir Ben Kingsley) who gets sent from Buffalo to San Francisco to sober up? That's the nutshell plot of John Dahl's You Kill Me, a return to the off-kilter crime tales of his earlier independents The Last Seduction and Red Rock West. Téa Leoni doesn't just play the flinty-yet-flirty San Francisco saleswoman who falls for Kingsley; she also came on board the film as a producer. Dahl and Leoni spoke with Cinematical in San Francisco about low-budget film making, scene-stealing and other petty larcenies.

Cinematical: Your previous film, The Great Raid was a effects-heavy period piece set during World War II; was part of the appeal of doing You Kill Me being able to do something more modern-day and not smaller in scope but less arduous on a production level?

Dahl: I think it was fun to do an independent film; but I think a lot of it is just kind of an amazing opportunity happened; Ben Kingsley and Carol Baum sent me a script and it was actually good. The challenge was – my first reaction when I read it was "Wow, this is a great script; no one will make it. It'll cost too much." It was like doing the limbo. I said, 'This is 11 million; maybe you could do it for seven. ..." And I think we finally settled on four.

Leoni: Three-point-four, I think we had at one point. ... Dahl: Yeah; how do you do that? And that was what was great about getting Ben as a producer and Téa as a producer, and Ben saying that he liked this movie too; once you have your lead cast and a director committed to making the film – and recognizing that this is quirky, this is dark, that it doesn't have to reach 3,000 screens on it's opening weekend – it just has to be true to itself, somehow. And if we think it's interesting – and I think that's one of the more satisfying things, is that I think that Ben, Téa and I signed on, saying "We have no idea what we're getting ourselves into, but let's see what can happen." Because there's really no safety net. If something screwed up, if a scene was bad – there's absolutely no safety net, so you have to kind of get there and make something happen that day, and there's something kind of exciting about that.

Leoni: I don't think there really – it was exciting; we never experienced – to be fair, and myopic in my opinion, we never had those scenes that went 'kerplunk' or we wished we could have gone back and re-shot. I think you come into it with such a readiness that you have to make it work; you have to find it or it's going to get out of the film. And every scene was important; we dropped very little, we didn't cut that much.

Dahl: I'll give you one example; we were doing that scene in the parking lot, where (Kingsley) crashes a minivan into a dumpster. Well, there was supposed to be another scene after that, during the day, where basically Ben Kingsley sleeps in a parking lot the entire night, and the next morning it's filled with Volvos and BMW's, and he's laying in the only available parking spot. And this woman in a BMW honks her horn to wake him up – thinking he's some kind of homeless guy – and he kinda stands up and then she parks. It's kind of a funny scene –

Leoni: -- but we didn't have the money for all those Volvos and BMW's –

Dahl: -- and what happened was we were getting ready to film the scene and we were on the praries of Winnipeg and you can just see a storm coming; 20 minutes later, it was just pouring rain. "Well, we're not shooting that scene;" in fact, we're scrambling back to the studios to shoot everything else for that scene on green screen, all the interiors. And Ben? That was one of the few nights where he was a little testy. He had been there all day just to smash into a trash can. So then I had go to him and say "Ben, how do you feel about laying in the parking lot and getting rained on?" So then Renaldo, our Assistant Director, was laying in the parking lot, getting rained on, to show where (Kingsley) would go. So we brought Ben out. "Right there? I'll do it."

Leoni: But we talked about it; I remember thinking that this was a quirky, different picture. And you know what that does? If you start with that attitude, you get to fly under everybody's radar. And the artistic integrity of this film, I would say for me, there are very few other films I've worked on that have been so pristine. And yet what we came away with, after we've flown under the radar and made it and locked it and closed it – then you get to present what's actually a very relatable, adorable, very funny romantic comedy, and we never would have breathed a word of that when we set out to make it.

Cinematical: Moving away from Mr. Kingsley and Ms. Leoni, you had the chance, in this film, to work with actors Dennis Farina, Bill Pullman and Phillip Baker Hall – do you have to give a lot of direction to those actors, or do you just hire them so they can tuck their scenes under their arm and walk away with them?

Dahl: Well, a lot of it is letting them be who they are, and what everybody likes about them. I'll give you an example: One of the first scenes we shot with Dennis, he walks into the Polish deli and he's got to intimidate Roman (Phillip Baker Hall's character). And he sees him and he walks over and bites – it wasn't scripted that he's going to bite the cannoli. So he walks over in rehearsal, and he just picks up (Hall's) cannoli and eats it. And I think it's hilarious. And I'm thinking "Is that too much?" And I think, "No, we have to hate this guy by the end of the movie, and it's Dennis Farina – he's pretty hard to hate, so ... yeah, that's kind of the tone of the movie." And I had that experience with every other actor – the first scene that they did, they were so kind of dead-on in terms of the tone that it sort of made itself. The first scene Téa did was the scene where she almost gets shot at the back door when she goes to the house in Buffalo. And just ... the delivery, the timing, the fact she's sitting there with these cold feet – it was just sort of so right. Phillip Baker Hall, one of the first scenes we did with him – it was shooting him in a chair. And it was a really long day, and I've got this seasoned veteran, and it's a sixteen-hour day, and it's four in the morning and we're shooting squibs off in a neighborhood and I'm thinking "Are they going to shut us down?" He was so game. Bill Pullman, he shows up in Winnipeg with this weird haircut and glasses and says "What do you think?" When he walked on the set, the AD the whole time was like "I know we've got a great cast, but the guy I really want to meet is Bill Pullman; I just think he's terrific." And Bill comes walking into the room and is standing next to (AD) Renaldo (Nacionales) didn't recognize him.

Leoni: Bill looked like a crazy man. It was almost like "Uhhhhh .. Security?" he had that. And every now and then, he'd look at you and give you that mouth – that weird mouth.

Dahl: So a lot of that is that these are great actors and just ... letting them be themselves.