"I stay with the picture I'm doing through the release stage as well as the preparing stage. I sit in the cutting room. Then, when I finish a picture I take a couple of months off, read, listen to my gut and get recharged."

He also wasn't sure what kind of movie he wanted to make. Most of the screenplays that came his way were musicals, but he was looking for something different.

"After `Dirty Dancing' I got a lot of scripts, but it just took awhile to settle on one. I finally settled on (`Chances Are') because the characters were people I felt I could live with for a year. It's basically a warm, funny situation and I thought that in addition to being emotional it was romantic. I'd never done anything in this genre, a light romantic comedy with a touch of fantasy. I felt it would be a stretch.'

The first actor to come to the project was Ryan O'Neal. "Ryan read the script and he loved it. He loved the character. I was surprised because it was not the male lead. But he came in and was just wonderful and vulnerable and it's a character that, if not played right, could come off as wimpy. The guy's a real gentleman and audiences respond to that."

Oddly enough, the last actor to come in was the lead player, Robert Downey Jr.

"It's really an ensemble piece, although clearly the leading protagonist is the Robert Downey Jr. character. His is the one that propels the plot. And certainly Cybill (Shepherd) is a main actor. But each of others is equally important. Take away any one and it affects the others.

"Downey wasn't an early choice because he was not available. He was doing other pictures. There are a handful of actors in that age range that can do comedy. Matthew Broderick was mentioned, and he was the only other serious consideration, really. There were a couple of others we thought of just because Downey was busy, but then he became available."

Shepherd wasn't Ardolino's first choice either. But now he says he can't imagine the part being played by anyone else.

"When I got involved they said, `What do you think about Cybill Shepherd?' Well, physically she's perfect, the perfect embodiment of that woman. But I hadn't seen that much of (her TV series) `Moonlighting.' So we met. She had liked the script and was waiting to see who would direct it, and it turned out she's a great fan of `Dirty Dancing,' and more than that she was warm and real and not at all the prima donna she's painted to be. She's funny and sexy and I realized instantly she had the range and certainly the professionalism to pull this off.