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Seven years ago, producer-writer-director Linda Yellen directed Liv Ullmann in the TV movie "Prisoner Without a Name: Cell Without a Number."

"I was a young director," she says. "I've always used improvisation in films and in the stage work I've done because it really loosens up people. That was part of my style. Liv Ullmann told me this was the way Ingmar Bergman worked because he knew his ensemble of actors and knew what to elicit from them."

In the intervening years, the idea of working in Bergman fashion, with an ensemble cast--made up only of women, however--kept coming back to Yellen, gradually taking shape in her head. She wanted to do an unscripted film in three acts, with women of different ages, styles and personas. "I thought to make the mix interesting, they had to be as different as possible," she says.

Last summer, she brought the experimental project--dubbed "Chantilly Lace"--to the Sundance Institute, the film and video center for aspiring filmmakers run by Robert Redford in Utah. Initially, it was to be shot as individual scenes on videotape. But a week before the project was to begin, Yellen called Showtime senior vice president Steve Hewitt, who was an executive at CBS when Yellen produced the Emmy Award-winning "Playing for Time" for the network in 1980. Hewitt was enthusiastic. "I believed it was the kind of a project that Showtime should support," he says. "If it was going to be a diatribe of feminist points of view that was OK with me. I thought as long as it was honest, that was the important part."

The next day, Showtime gave "Chantilly Lace" the go-ahead. Yellen had a week to round up "the best production team" she could.

The resulting film, which premieres Sunday on Showtime, stars Jill Eikenberry, Talia Shire, JoBeth Williams, Martha Plimpton, Lindsay Crouse, Ally Sheedy and Helen Slater as seven friends who have three reunions over the span of a year. The circumstances bringing them together are a 40th birthday celebration, a bachelorette party and a death.

The actresses created their characters and improvised the dialogue over six days. Though Yellen only knew three of the actresses before filming began, she was familiar with their work. "I felt that through their work and just through sensibilities women have in common, that if I worked very closely with them on designing their characters, so they really knew their characters, we would be able to achieve the same kind of ensemble feeling."

"Everyone flew into Sundance on a Sunday," Yellen recalls. "We started filming early Monday. By Friday night, six of the actresses left. The rest left on Saturday."

After having been saddled with too many unsubstantial girlfriend and wife parts, the "Chantilly" actresses jumped at the chance to play three-dimensional characters.

"I loved the whole package of it," says Talia Shire, best known for the "Rocky" and "The Godfather" movies. "Linda was just receptive to ideas. It's a return to the spirit of acting and creativity."

Though there was no script, Yellen wrote a master outline.

"Each of the actresses had an outline," she recalls. "But there was a strong story structure."

Because she knew the plot points, Yellen says, she pre-lit areas and told the actresses what the "playing field" was for each scene. Yellen used two cameras.

"I was able to have a video assist on both cameras," she says. " I could see where we got the moments. As soon as we knew we had the gems, I would move on to the next scene. There were some 28 hours of film that had to be narrowed down and coordinated and shaped."

Jill Eikenberry, who plays attorney Ann Kelsey on "L.A. Law," admits there's a lot of herself in the character of Val, the perfect wife and mother who hosts the three reunions at her Colorado home.

"There was a lot of stuff about me and about my roots in there and about the way I was brought up," she says. "I think it primarily came out of the feeling I was having of frustration about how hard it is to get things done (in Hollywood). It was just that sort of feeling: What do middle-40s women do now?"

Lindsay Crouse ("Places in the Heart") felt the same way. She created Rheza, a divorced mother and animal breeder, who initially is bitter toward men but ends up remarrying.

"Just having turned 40, I was feeling very alienated from the business and a lot of things in my life on account of age," Crouse says. "'I thought, 'God, what I would really like to do right now is just walk out into the hills and not come back for a while.' I chose to play a character who goes all over the world breeding animals and really researching their habitats. She is looking for circumstances that are good in which to promote her life. So I came to the reunion as a way to re-enter into human beings."

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