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Shields is not the only actor cast against type. Robert Downey Jr. plays her bisexual Lothario of a husband, Terry. Jared Leto sports platinum tresses in his role as a gay high school teacher trying to understand his students. motivations. Bijou Phillips, who plays the reckless Charlie, is a singer more fluid in pop than hip-hop. And Claudia Schiffer, a world-famous supermodel largely seen and not heard, soliloquizes gender and sexual philosophies as grad student Greta. In short, no one is who he or she seems to be.

"It' s really fun when you get the opportunity to do something so different from anything you've done before," comments Shields. "I love all my stuff - the nosering, the dreadlocks, the black nail polish - it' s like every day I'm playing dress up."

Within each character of "Black and White" lurks a simmering identity crisis. Everyone's a little unsure of where he fits - sexually, socially, even geographically. "Why don't you go back downtown, where you belong?" black wannabe Will (William Lee Scott) barks at his younger brother Marty (Eddie Thomas) when he shows up in Harlem with a gaggle of white teens. "I have a right to be here as much as you do!" Marty shouts back. One thing is clear, however, for both brothers, they just want to belong somewhere.

Power agrees that identity is a common struggle among all the characters. "It's like Claudia's character says, just be true to yourself. Be honest and don't lie to yourself," he says. "Don't try to be someone else, instead, improve on who you are."

It's not merely where to hang out and who to do it with that concern the characters in "Black and White." Confusion over sexual identity plays a role in Sam and Terry's (Shields and Downey) relationship, hardly a conventional husband and wife scenario.

  "It looks at marriage in a different way," says Shields of their situation. "Their marriage is more of a friendship. They laugh together, work together and talk together -- sexuality isn't the most important thing." Adds Downey, "Brooke and I chose our names - Terry and Sam - because they were androgynous, just like our marriage. She got the more masculine name, because she wears the pants in the family."

Yet Toback feels the characters share more than self doubt. "All these characters have their own distinctive, original and personal voice," he says. "Each is surprising in that there's an inner dynamic that you wouldn't have expected. In one way or another they break the stereotypical anticipation of who they're supposed to be."

Power agrees. "You can't stereotype people and put them into neat categories. You can't pass judgment on these characters because you don't have all the information about their lives. Jim's taking a negative and making it a positive," he says.

One of the reasons so many high-powered talents chose to join the indie project was the chance to work with acclaimed writer and director James Toback.

Brandishing a reputation for edgy and provocative work for over two decades, Toback was nominated for an Academy Award for his screenplay in 1991 for "Bugsy." He burst onto the film scene with his cult hit, "Fingers," starring Harvey Keitel, in 1978. A graduate of both Harvard and Columbia University, Toback began his career in journalism and also taught literature at the City Co

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