Having been cast out of his original New Hampshire location, director Walt Price (William H. Macy) is in trouble: his film is losing money by the minute and shooting is set to begin in a matter of days. He needs a new location, one that won't cost a lot of money and can reasonably pass for the 19th Century, when the film takes place. After a quick look around, Walt decides to move the production of their film to the sleepy little town of Waterford, Vermont. It seems perfect -- Waterford not only has a firehouse and supportive citizens eager to meet and mingle with Hollywood glitterati, it even has an old mill. At least, that's what it says on a brochure.

Unfortunately, the brochure is wrong; Waterford's old mill was destroyed during a rash of suspicious fires back in 1960. Excising the old mill of his story's title is just one of the script changes now demanded of writer Joe White (Philip Seymour Hoffman), a promising young playwright making his first foray into film. Before he can get to work, however, Joe must find a replacement for his treasured manual typewriter, lost en route from New Hampshire. Fortunately, local bookstore proprietor and community theater director Ann Black (Rebecca Pidgeon) has several manual typewriters, along with some helpful editorial suggestions. An attraction, deeply felt but not overtly acknowledged, quickly develops between the sensitive, idealistic Joe and the bright, capable Ann, who is engaged to ambitious local politician Doug MacKenzie (Clark Gregg).

When the film's stars Bob Barrenger (Alec Baldwin) and Claire Wellesley (Sarah Jessica Parker) arrive, production kicks into gear and the real problems begin. Bob has a dangerous predilection for under-aged girls, which canny local teenager Carla Taylor (Julia Stiles) proves quite effective at exploiting; Claire suddenly balks at doing her agreed-upon nude scene; and Doug MacKenzie is determined to squeeze top dollar from the production.

Aggressive producer Marty Rossen (David Paymer) arrives on the scene to apply his inimitable powers of persuasion. Marty plays the "bad cop" to Walt's "good cop," taking issue with Claire and her agent, keeping an eye on Bob, tangling with Doug, and getting pages out of Joe. Marty also pays a courtesy call to the Mayor, George Bailey (Charles Durning) and his formidable wife Sherry (Patti LuPone), who is sparing no expense -- or inconvenience -- in planning an exclusive dinner honoring the town's famous guests.

After Joe rises to Claire's defense during a brutal discussion with Marty about her nude scene, the actress goes to Joe's hotel room to express her gratitude. When Ann arrives unexpectedly, Joe struggles to explain the situation to her, and is amazed that she trusts him enough to believe him. Ann lets him know on her way out that she has broken off her engagement with Doug.

Walking near the intersection of State and Main Streets, Joe witnesses Bob Barrenger flipping his car over and hitting the town's traffic light. Rushing over to help, Joe sees a dazed Carla crawling out of the car. Bob tells Carla to leave and then calmly heads back to his hotel.

Back at the hotel, Marty and Walt are already working damage control. They discuss and reject various stories, and finally agree it's best if Carla is not involved at all. They make Bob repeat their new mantra: "She wasn't in the car."

It's not long before Doug learns the truth about the accident. Already bitter at having lost Ann to someone from the movie crew, Doug sets out to nail Bob and shut down the film.

As the sole witness to the accident, Joe is wanted for questioning. Ann challenges Joe to stand up for the truth, while Walt and Marty pressure him to put aside his convictions for the sake of the film and his career. With the fate of his colleagues and his own future hanging in the balance, Joe must decide whether to face the situation with a pure heart or hope for a second chance. [Less]