CAROLINA, originally titled CAROLINA TORN ASUNDER, is a valentine to my grandmother. she was dying of lung cancer when the movie was in pre-production, so she knew it was going to be made, but never saw (or at least didn't see it in her human body) the finished product.

CAROLINA had a rocky beginning and a rocky end. there were so many heroes and heroines during the filming process, that it's hard to name just one. first, i'd like to thank the original producer, Carol Baum, who first believed in the project and never once left its side. our first director, Jon Amiel, who invited me into the casting and rehearsal process and took all my thoughts under serious consideration. i'll never forget rehearsing a scene with the luminous Kathy Bates and asking her after it was over, "do you think you needed an extra line in there?" she shot back, "not if you'd pick up your lines, missy!" Kathy is a dear, dear woman and a true actor. i'll never forget sitting with her as she intently asked questions about my grandmother's life and wrote down all the answers on a yellow legal pad as she slowly adopted her persona.

when financing fell through, we lost Kathy as well as several actors and our director and most of our money. Jon fought hard to keep the project alive but by all accounts, it was dead. i remember being half asleep a week later and thinking, can my dream to honor my grandmother really die just like that? over money? is that really how it works?

i turned to my spiritual mentor, Dr. Marlene Morris, who said, "the universe doesn't work like that. it doesn't know money. it doesn't know two million dollars. keep faith."

for the next three weeks, i was pretty dazed. i had the inner strength of Marlene and my grandma to give me hope, but i couldn't help factoring in the reality that nothing was happening. then i started hearing about the phone calls.

Julia Stiles, who had rehearsed for 3 weeks alongside Kathy Bates, Mika Boorem, Alessandro Nivola and me, personally called all the cast and asked them to reduce their fees -- after she was the first to do so. unfortunately, Kathy Bates and Jon Amiel had moved onto new projects. but Julia kept making calls, doing all she could to reduce the budget so the film could be made. later, at the opening night cast party, i remember asking her, "why did you do that? why did you fight so hard?" and she said, simply, "because i felt it. the movie was real to me."

with Julia's group cuts and Miramax throwing in some more, we had a smaller but workable budget, but we didn't have a grandma. when i wrote Carolina, i had taped Shirley MacLaine's picture next to the computer. i had always seen Shirley as Grandma Mirabeau, even though i thought Kathy Bates did a wonderful job when she was in the role. i had read Shirley's newest book, The Camino, and had gone to her book signing. in the book, Shirley wrote, "you are responsible for your dreams." so i knew i had to be responsible for mine.

we knew Shirley had received the script, but hadn't read it. she just passed. she didn't want to work anymore. so i put on a pair of overalls, Grandma's favorite clothing item, and my New Orleans Saints hat, and i drove to Shirley's Malibu home with a large manila envelope and a clipboard. when she answered the door, i looked just like any messenger boy/girl. i kept my head low and stuck out the package and a clipboard. Shirley signed the delivery sheet nonchalantly, took the package and hardly said a word.

i walked back to the car, my heart pounding. i did it. but now what? that night, at 10:30pm, the phone rang. she said, "Katherine?" i said, "yes." "This is Shirley MacLaine. I'm going to do your movie."

she later told me it was my letter, in which i quoted her book about being responsible for dreams, that made her read the script. Shirley would go on to tell Army Archerd in Variety that i had lit a fire under her ass to act again. that all she had received were alien abduction scripts for several years and just gave up. until she read CAROLINA. i never told her i was the messenger who gave her the script.

we shot with very little money entirely in Los Angeles. i was on the set almost every day. we always had to cut scenes because of money problems - which continued throughout the shoot. it was a rough journey for everyone. but i sat next to Shirley and listened to her philosophy on the origins of life on Earth. something i will always remember and always hold dear. after 9/11, Shirley called me from New Mexico and invited me to stay with her until everything felt safe again. Jennifer Coolidge is now one of my lifelong closest friends. Mika is still my little sister, but she's all grown up now. and Julia Stiles, who defines the words "old soul," will always be a hero.

when i saw the first cut of the film, it was on DVD. i never saw it in a theatre. Miramax was disbanding at the time and CAROLINA, like many movies, was just sold off to DVD. the film did play in many foreign countries where it was honored in film festivals as well as the box office. but it never played in theatres in the U.S.

when i first saw CAROLINA, i was alone in my living room. it wasn't everything i had hoped for, but my grandmother's spirit was still alive and still shined through. by the film's end, i was crying. it's hard to imagine seeing someone come alive on film who is now dead. my grandmother had helped me write her dialogue and hearing her words and seeing her again...

it's all emotion. magic and a gift. to have for a moment again, someone who has gone.

and for that, CAROLINA, based on my life story, will always be my most personal and treasured film.

Carolina is now available on DVD!