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Drew met the real Beverly Donofrio at the first read-through of the script. "I didn't know she was going to be there, and I totally freaked out," laughs Drew. As the two women spent more time together, they realized how much they had in common.

"Most of her problems came from her family," says Drew. "I can relate to that. Families are always painful for people to be honest about. Doing this movie was a really good opportunity for me to get in touch with all the realities of my own family that I've sort of repressed."

Upon meeting Drew, Beverly says, "I felt immediate warmth toward her. The dialogue began right then and there, and has continued. We're always talking about how alike we are inside."

Producer Jim Brooks agrees. "Beverly makes friends more readily than any human being alive. It just radiates off her. Drew has that quality, too. They each have that wild side. They've each been through it without having their optimism damaged."

Barrymore and Donofrio went to the author's old neighborhoods, where they visited with her former neighbors. They also visited her and Jason's old apartment. "The one constant is Beverly," says Laurence Mark of Donofrio's role during the film's production. "She served as a kind of technical consultant throughout."

"You don't take a book about somebody's life and run with it," says Jim Brooks. "One of the things that kept us relatively honest was having the real-life heroine around. This is not a documentary about Beverly, but she kept being a part of the process. Her presence always informed us."

Drew believes that Beverly's most significant characteristic was her complete faith in herself and her fierce determination to do something with her life. "She's the most interesting person to be-and the most multi-dimensional person I've ever met. But she's also like your best friend, your sister, someone you can hang out with."

The two women even confronted the rather sensitive subject of Beverly's hardly angelic behavior as a mother and a person, and Drew was impressed with Beverly's openness and willingness to share herself. "She says things that no one will admit, whether it's about drinking, or not wanting to have her child, or the frustration she felt with her family, or the pain she carried around with her. I'm able to have conversations with her that I can't have with many people in my life. You don't often get that level of insight and influence into the characters you play.

"It was hard," continues Barrymore. "I touched on the fact that she wasn't a good mother and that she was selfish. She yelled at Jason, and she ignored and resented him at times. Penny really helped me get outside of my own Pollyanna stuff and get into Bev and not be perfect, beyond not perfect. We all can be that way. We all, in moments, are the worst part of ourselves.

"But," adds Drew, "Beverly always fought her way back into people's hearts."

"I think that's what Penny and Drew bring to this movie," says Laurence Mark. "They figured out a way to have Beverly not be a particularly good mother while having us still care about her. We understand why Beverly wasn't a good mother, and we give her points for managing as best she could."

If Beverly was an imperfect mother, Ray was an equally ill-equipped dad. Steve Zahn portrays Ray as a classic screw-up with a heart of gold, if a little tarnished. "Ray is good in moments. He's not good in the overall picture. He's too young to have the responsibility he has, and he gets screwed up with drugs, drinking and partying."

In retrospect, what appealed to Beverly about Ray was that he seemed to be "this wounded bird of a boy... I was goi

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