"Murder mysteries are usually only about solving the crime," says Eastwood, "but in this case the story shows how, beyond the murder, all of the participants' lives have been altered by the crime. One gets to see the impact a violent act has had, many years after the fact. It's that tragic circle - all three of these men have unresolved issues in their lives. They have all been traumatized by the past. All became damaged goods."

Childhood friends Jimmy, Dave and Sean grew up together, living and playing on the same neighborhood streets of South Boston. But when a shocking tragedy befell one of them, the boys stopped spending time together and eventually grew apart, each keeping his distance as if the others were living reminders of that devastating time. But while their lives may have led them in different directions, they were all turning away from the same painful place.

When Eastwood began considering what writer could best bring Dennis Lehane's haunting novel to the screen, "Brian Helgeland immediately came to mind. He really liked the book and after conferring with him briefly, I said, 'Why don't you just dig in?' He ripped right into it, writing the first draft in two weeks. I looked at it and felt it was a terrific interpretation of a complex book, filled with so much discussion and detail."

Casting decisions reflected Eastwood's sense of purpose and desire for quality without compromise, and a stellar cast was quickly assembled. "I sent the script to Sean Penn and he loved it right away," Eastwood recounts. "Tim Robbins called, and as the word got out, other actors began calling. Marcia Gay Harden and Laura Linney are both terrific actresses with whom I had previously worked. This was a very pleasant experience because the actors all resonated so well together."

Five cast members are prior Oscar nominees: Penn for Best Actor in I Am Sam and Dead Man Walking - a film that also garnered Robbins a nomination for Best Director - Fishburne for Best Actor in What's Love Got to Do with It, Linney for Best Actress in You Can Count On Me and Marcia Gay Harden, who won the award for Best Supporting Actress for her role in Pollock.

"I don't think I could have found a better actor for any of the parts in this film," says Eastwood. "Sean, Tim, Kevin, Laurence, Laura and Marcia are all simply outstanding. I had no doubts about the talent of this cast."

In turn, the cast had no doubt that they were in extremely capable hands. "All of us had the sense that Clint's storytelling would give the film a clear humility," says Penn, "so our readings were done in order to make ourselves as familiar as possible with the material. In that way, whatever had to do with nuances and character choices became just a shorthand exchange with Clint and we wouldn't have to refer back to the script. It becomes a cleaner, more decisive process because you know with each take that you can give it everything you have."