Part of what Peirce found seductive about Brandon was that he always picked "simple solutions to complicated problems like reversing his name from Teena Brandon to Brandon Teena, as if no one would notice. Or he'd charge an engagement ring on his girlfriend's credit card, and when she'd question him about it, he'd say, 'I did it for you.' I understand girls who dress like boys, but I also know inept criminals and feel I understand them. And Brandon was an inept criminal: He makes you think of Woody Allen in 'Take the Money and Run.'"

She also connected to Brandon as a spinner of fantasy: "As a filmmaker, you're constantly trying to reconfigure your fantasy in order to seduce people into your fantasy, and that's what Brandon would do. He went back to the drawing board until he found something that worked."

To Peirce, the most amazing moment was Brandon looking in a bedroom mirror, putting himself together as a man. The director is a believer in "trying on different identities and letting them shatter, and discovering something new -- the deeper, truer self -- in the wake of the unknown." Brandon's life was a series of crises, solutions and revised resolutions, and Brandon himself, according to Peirce, had as much to do with the destruction of his male identity as with its original creation. "He chose the life that ended the way it ended. He didn't want to be gay, he wanted to be straight, because straight was what was normal in his mind. The problem was, he desired women. So once again, a simple solution to a complicated problem: He could seem to be a boy."

When he lived in Lincoln he even stayed in a trailer park, close to his family; when he ran off to the hardscrabble hamlet of Falls City, he tried to reproduce family dynamics. "He wanted the affirmation of other people, and he wanted family. He was so happy to feel accepted and loved as a man that he let people into his confidence who had the power to destroy him."

Peirce says the drama's small-town contours helped pull her into it. She was born in Harrisburg, Penn., lived there for four years and considers that period her time of "primal memories." Although she rambled on to New York, Miami, Puerto Rico and Chicago, Peirce always has been drawn to small towns: "Even now I live in the East Village, a small town within a big city." She went to the University of Chicago in two stints. When she ran out of money, she moved to Japan to teach English before returning to get her degree in English and Japanese literature. Then she signed up for Columbia's film school. That's where she met her "Boys Don't Cry" co-writer, Andy Bienen, who worked with her for a year and a half on the final drafts and made sure they didn't "mythologize" Brandon -- that they kept him human.

Before that collaboration began, it was up to Peirce to read every account of Brandon's story and do firsthand research. She was guided by the way Norman Mailer had shaped "The Executioner's Song." She admired how Mailer's obsession with what happened second by second in real life fed into "the river of truth that runs through that story." Peirce saw that the heart of the book was the affair between Gary Gilmore and Nicole Baker, and that part of what made it live on the page was that "Mailer tended to show the intelligence of Gilmore," not merely the brute criminality.

Says Peirce: "The negative can be so powerful, especially on film. My goal was always: Don't judge the characters and don't diminish the characters -- make their motivations as rich and as true to real-life people as possible. The heart of the material came from my interview with Lana."

Teena's girlfriend told Peirce that she freaked out when she saw the director at her door. "I thought you were Brandon," she said. Peirce says, "I don't look anything like Brandon. But when something like that happens you must figure out what the need is. Lana wanted to communicate with Brandon. She wanted to tell her story but also to tell Brandon's story."

Peirce could never pin her down on when she knew that Brandon was a girl: whether it was when she first met him or at any point up to the moment when John Lotter and Tom Nissen, who would later kill Brandon, stripped and raped him. But Peirce learned to embrace the ambiguities. "It was a pure love. Lana didn't think of Brandon as a boy or a girl. She just loved Brandon."

Brandon loved himself, too. "Brandon loves being Brandon, and you love him because of that," Peirce says. For long stretches the film is oddly delightful because of this. When I told Peirce that I thought the center of Swank's performance was a mercurial mix of mischief and rue -- Swank's Brandon, like a goodhearted, hell-raising child, is quick to act on impulse and as quick to apologize -- Peirce said, "I love that you see that! That's where the complicated fun and craziness comes from. I saw Brandon as one of those classic male heroes who makes mistakes, from Clyde Barrow and Cool Hand Luke to Pinocchio. Brandon is like Pinocchio when he's getting in with the bad boys and he's smoking cigars and the donkey ears are sprouting up. We're all like that, I think; I connect to Pinocchio in ways I don't even understand."

Peirce aimed to keep us inside Brandon's point of view by juggling two styles: "One out of John Cassevetes and early [Martin] Scorsese and neo-realism -- [Roberto] Rossellini's 'Rome: Open City' and [Pier Paolo] Pasolini's 'Accottone.'" Peirce uses this style to explore the world of arrested-adolescent arousal and carousing that Brandon joins when he enters the weirdly liquid friend and kinship group of John, Tom, Lana and her mom. When that world becomes too restrictive for Brandon and Lana, Peirce conjures up a second style with escapist flourishes out of "the magical films of Michael Powell and [Kenji] Mizoguchi's 'Ugetsu Monogatari' and 'The Wizard of Oz' and all the Disney fantasies -- and 'Romeo and Juliet,' which I guess brings things together."

Peirce hopes that the roughhouse camaraderie of John and Tom takes in audiences as totally as Brandon. She wants us to see the sadistic fun in risky activities like "bumper skiing," in which a "skier" balances on the back of a moving pickup truck while holding onto a line connected to the cab. Peirce trusts that if her method works, when the sadism begins to dominate, "Everyone watching is in as much denial as Brandon."

She didn't want the film to play as an essay on "the culture of violence," but as a tragedy of men who are so crippled in their resources, external and internal, that they, like Brandon, must struggle to confirm their manhood. Says Peirce: "When you contrast these guys with Brandon, his existence becomes a critique of what it means to limit the imagination. Brandon turns out to be better than them at being a guy; it's a double blow when they discover he's a girl."

The film's portrayal of tough slackers brings to mind Tom Wolfe's observation that the accouterments of the counterculture never disappeared: They drifted down to the working class and lost their hippie-era meanings. "These people didn't appropriate the emotions; that's so interesting," says Peirce. "It's true: You see that [murderer] John Lotter has long hair and you think that maybe he's OK with his femininity, when he is completely not OK with it. In a way, it's what I find so fascinating about Lynyrd Skynyrd. The music can be so lyrical and orchestral, but the guys listening to it get off on the rage."

Not even a troglodyte could get off on the rage-filled murders at the climax of "Boys Don't Cry" -- Peirce has filled them with harrowing sorrow. But the moment that shrivels the heart comes earlier: Brandon, raped by his former buddies, reports the crime to a sheriff who pulls a classic blame-the-victim number and asks Brandon why he's been going around as a boy. When Brandon says he's having a sexual identity crisis, we experience it as a defeat.

"Brandon is finally telling the truth and who is he coming clean to? The sheriff. And he's using language he appropriates from someone else: 'A sexual identity crisis' is a phrase someone must have told him. But that phrase may be a clue to deeper stuff. I guess he's like all of us -- he's looking for truth anywhere."