.....It started with a question: What’s worse, a good person who treats you badly, or a bad person who treats you with kindness?

..... That perplexing thought was the inspiration for The Merry Gentleman -- the story of Kate Frazier who flees an abusive relationship with her policeman husband, only to find herself drawn to a seemingly kind man with a dark secret of his own.

..... From the start, The Merry Gentleman was crafted as a morally ambiguous tale about a good woman surrounded by flawed men trying to find their way. Change and redemption don’t come easily to anyone, no matter how desperately they all try to redefine themselves.

......Writer Ron Lazzeretti fashioned the script with elements that might seem more at home in a thriller: a determined woman on the run from her dangerous husband, a hired killer whose depression makes him dangerously conflicted and vulnerable, and a cop who inadvertently stumbles into something bigger than he expected. Lazzeretti knew that those elements propelled the script, but a conventional thriller was not his aim. Inspired by films like Charles Laughton’s Night of The Hunter, the Coen Brothers’ Fargo, and Robert Altman’s McCabe and Mrs. Miller, he hoped to make use of familiar conventions of a genre and then spin them in an unexpected direction.

..... Independent producer Tom Bastounes read the script and decided that this was the next movie he wanted to make. He had worked with Lazzeretti on several commercials, as well as an independent feature that they had made together in 1999. The Opera Lover, written and co-directed by Lazzeretti, was a charming indie romantic comedy that Bastounes produced and starred in and produced. After an extensive tour of the film festival circuit that included winning the Audience Prize at Newport, The Opera Lover went on to extensive play on The Sundance Channel, Showtime and the Movie Channel as well as a DVD release.

..... In 2005, Bastounes was looking for another project to act in and produce. After taking an interest in The Merry Gentleman, as well as in the role of Detective Dave Murcheson, Lazzeretti and Bastounes worked to secure financing for the film. The planned to shoot in Chicago with Lazzerretti directing. Soon met up with Paul J. Duggan, a financial advisor with an interest in film. And by mid 2006, they were looking to cast the film’s other major roles.

..... For the role of Kate, Lazzeretti had a thought that narrowed the field quite a bit. He told Los Angeles casting agent Rachel Tenner that he wanted to emphasize the fact that Kate was unfamiliar with her new surroundings – perhaps it would help if it were clear that not only has she moved to a new city, but that she was originally at some point from another country. When Tenner suggested the Glasgow-born Kelly Macdonald, Lazzeretti knew she would be perfect for the role. And when the Emmy-winning Macdonald expressed an interest in playing the role, production plans kicked into high gear.

..... Still, one very important element remained. Who would play Frank Logan, the dark, mysterious killer who suddenly fantasizes that he can remake himself by virtue of his relationship with an unwitting woman whom he sees as his guardian angel?

..... It was a challenging part to cast: the character was complicated -- not a tough guy, but a cunning survivor; strong and focused by nature, but suddenly vulnerable and distracted; older than Kate, but still someone you could imagine her with; and a man who needed to be both cold and calculated, but who after meeting Kate becomes kind and engaging.

..... Producer Steven A. Jones had a thought: What about Michael Keaton?

..... Everyone instantly agreed. Keaton had a long history of interesting choices, never taking the easy or obvious role when a more challenging part was available. When he could have clearly made a career of comedic roles like those in Mr. Mom and Night Shift, he bravely chose a more diverse path. Films like Batman, Clean and Sober and Pacific Heights revealed new sides Keaton, not to mention a depth and range few would have predicted based on his early success.

..... Keaton instantly took to the project, and suddenly time was of the essence, and proved to be even more precious when fate dealt the production a seemingly devastating blow: the day he was making his final plans to meet Keaton, Lazzeretti found himself hospitalized with a ruptured appendix. The situation resulted in a two-month medical malaise.

..... When it became clear that he wouldn’t be physically ready to work on the film, Lazzeretti was faced with a horrible thought. Suddenly, there was only one thing standing in the way of getting the movie made -- and it was him. He decided that with all the stars aligned, the best thing he could do at that point was to step aside as director and stay on as writer and producer. Better to get the movie made now than run the risk of it never getting made.

..... By that point, he had been talking regularly to Keaton by phone. Their first conversation took place on Lazzeretti’s second day in the hospital. Spiking a fever and clouded by morphine, Lazzeretti answered his cell phone and heard the voice of Michael Keaton. “Are you sure you should be talking on the phone right now?” Keaton asked. “I got nothing else going right now,” Lazzeretti joked. “At least it’s something to do.”

..... Over the course of a number of conversations, it seemed clear to both men that they shared a vision of what this script could become. Due to his condition, Lazzeretti was unable to travel. When it became clear that he needed to step aside as director for production to commence, he shared that news with Keaton. At which point Keaton had an idea. “What would you think if I directed the movie?” He had been looking for a project to make his directorial debut with, and had already shared his enthusiasm for the material. Within days, Keaton was traveling to Chicago to meet the recuperating Lazzeretti to see if Keaton’s idea was feasible. After conferring with Producers Bastounes and Jones, the plan was final – Michael Keaton would direct The Merry Gentleman.

..... Another crucial piece of the puzzle came into place when word came that Keaton had secured the internationally acclaimed Chris Seager as his director of photography. The two had worked together when Keaton starred in the horror sleeper hit White Noise, and by happy coincidence, Seager had also shot The Girl In The Café, an acclaimed HBO/BBC production that earned Kelly Macdonald her Emmy Award in 2005.

..... Soon, Keaton and company had made camp in Chicago, and pre-production commenced. Keaton took the reigns with great relish. In addition to his great idiosyncratic take on the material, he brought a tremendous energy and enthusiasm that was infectious. He took to Chicago immediately, casting a number of roles from the formidable and sometimes underappreciated talent pool found in a city that is home to theatrical institutions like Steppenwolf Theatre, the Goodman School of Drama, and Second City. Keaton and Seager also found great locations off the beaten path that would give the film both a beauty and a grittiness that Seager’s photography would make full use of. Not being from the area, they approached locations with a fresh eye and ultimately found locations that avoid cliché and capture a unique essence of what the city has to offer. In keeping with the tone of the screenplay, which suggests the setting of a timeless, noir-ish fable, produciton designer Jennifer Deghan crafted an urban landscape of intriguing beauty.

..... Principal photography began in March of 2007. By that time Lazzeretti had fully recovered, and joined the production team as producer. In addition to Macdonald, Keaton and Bastounes, the cast included Darlene Hunt, Bobby Cannavale, and Guy Van Swearingen. The 26-day shooting schedule was ambitious for the material, to say the least. Some ill-timed weather and early signs of Spring all added an element of urgency to every day’s shooting schedule.

..... Through it all, Keaton’s sense of humor and boundless energy kept things moving and on track. He seemed to grow stronger every day, as did the collaborative spirit that prevailed throughoutproduction. Shooting was completed on an evening in mid April. The rain that had vexed the cast and crew at various times throughout the shoot returned that night for a final bow.