Learning to adapt

That first film was inspired by her years as a high school ballplayer. Her connection to "Bees," which opens Friday, went even deeper. "Lily's journey was so similar to something I went through," the filmmaker says of the story's young lead, who, abandoned by her mother, searches for a place to call home. "I was adopted by a Salvadoran mother and a white father, and growing up I had a lot of issues about who was my real mother, why was I given up," and about being black in a white family. A scene in the book, in which Lily insists she's unlovable, struck Prince-Bythewood with particular force. "That was the moment where I said, 'I have to make this film,' because I said those exact words myself."

Lily (Dakota Fanning) runs from an abusive father with her black housekeeper Rosaleen (Jennifer Hudson), herself in trouble for standing up to white men while trying to register to vote. They end up at the home of three remarkable sisters, August, June and May, played by Queen Latifah, Alicia Keys and Sophie Okonedo, respectively.

Bringing people, places to life

IN ADAPTING the story, Prince-Bythewood says the book wasn't just a blueprint, it was her bible. She sent Kidd her script, noting that she took about 99% of the resulting notes. "I just respect her as a writer," Prince-Bythewood says. "I can't even picture myself blowing her off and saying, 'OK, thanks, peace.' That doesn't make sense."

She also can't imagine not directing her own scripts. "When I write, it's such an all-encompassing thing," she says. "You fall in love with the characters and you're picturing it in your head. To hand it over to someone else is like death."

Prince-Bythewood assembled such a stellar cast for the film that she had to get over being a fan before she could direct. "But the greatest thing is that they came aboard this film because they loved it, no one got paid anything," she says, referring to the movie's $11-million budget. "The film wouldn't have gotten made without Latifah, and the fact that she was willing to take this pay cut and make it happen says a lot about her."

The director gave the cast members books and DVDs about the time period. During rehearsal, she arranged for Fanning and Hudson to visit a drugstore populated by extras who had been told to treat the actors as if it were 1964.