Who's the Top? began as a feature script, originally created in 1995, became a "teaser" to sell the feature, and was finished - in this incarnation - as a short film. When I wrote the screenplay -- which I pitched as "Woody Allen's younger dyke sister goes to the s/m dungeon…with musical numbers" -- it was no easy sell.

When I teamed up with New York producer Ruth Charny (Grace of My Heart, The Sleepy Time Gal, Love Liza) in 1998, we decided that accomplishing few days' shooting would help sell the project. That's how I got funding for Paris is Burning, as I'd never made a film or gone to film school: I sold my car, did a day's shooting and several days' sound recording, and with editor Jonathan Oppenheim, 4 months' editing. We created a short fundraising sample. With Who's the Top?, as with that first feature, people needed to have confidence, both in my ability to direct fiction, and in my ability to navigate some ambitious visual textures, such as a dance number with 24 dancers.

Ruth and I raised some money from a few private individuals and put up some cash ourselves. Casting director Lina Todd approached Marin Hinkle as the lead; choreographer John Carrafa put together a cast of 24 dancers, and spent weeks rehearsing. Costume Designer and Production Designer Donna Zakowska and Bernhard Blythe created incredible textures, all on miniscule budgets. After 5 days of shooting, editor Annette Davey came in, and the Who's the Top? "teaser" was born, a 15 minute piece. The "teaser" created a sensation at the 1999 IFP market, and generated a New York Times arts cover feature, and we came very close to getting funding: two companies, one American, another European, showed very serious interest, but in the end, were not able to commit.

Then, in early 2000, my brother Jonas died quite suddenly, a real blow to me since we were close. In the preceding 4 years, both of our parents, and our uncle Alan J. Pakula, (the film director, who'd always encouraged my work), had also died, in rapid succession. It was difficult to remain in "sell" mode. There was some continued interest in Who's the Top?, yet the project remained unfunded, and, after a certain point, I lacked the heart, and the momentum, to keep pushing for its completion.

In 2004, I went to the Sundance Film Festival with a friend, Laura Teodosio, whom I knew from Yale. After watching a number of shorts at the festival, Laura had an inspiration. Years earlier, she had read the script of Who's the Top? and liked how the female character was both a geek and sex positve. She appreciated the humor, and liked the grittiness of the sex juxtaposed with the elegance of the Busy Berkeley-style dancing. She said, why not make your "teaser" into a short?

I said, Laura, I don't like shorts! They're hard to make, in the same way that good short stories are tricky to write. Several respected filmmakers who've made renowned features have made shorts that fell flat. On the other hand, for my documentary, I had recently acquired Final Cut Pro editing software. Laura's question felt like a narrative challenge, a wonderful filmmaker's puzzle. I asked Laura, if I made a short, would she produce it? She said yes.

After I recut the trailer, it became apparent that more shooting would be necessary. But Marin Hinkle, who plays the lead, Alixe, had moved to Los Angeles. She had a TV series and an 18 month old son. It wasn't easy for Hinkle to travel, and we didn't have sufficient production contacts in L.A. to shoot there cheaply. Finally, in September of 2004, Hinkle flew to New York to work with us. As the editing progressed, I went to L.A. twice to work with her on the narration. We submitted the rough cut to Berlin, and our invitation to the festival became the impetus for us to create a 35mm print (which we are still raising money to pay for!)

I wonder, if at least in subject matter, the script was a little ahead of its time, before The L Word, before Moulin Rouge and Chicago? One Los Angeles executive loved the script, yet once she saw the "teaser," she felt the material was too violent. I can't doubt this was her genuine response, but it's a reaction I've never understood.

Who's the Top? is about peoples' fantasies - about what we see in our minds' eye. It's depicts consensual sex that's far less risky than a game of football or soccer. A film that explores how our sexual imaginations contain violent imagery is not an advertisement for violence. Meanwhile, films that emphasize the gratuitous spectacle of killing are no problem - framed, as they often are, as contest between "good guys" and "bad guys."

Based on my experience as a producer and director, I think audiences are more intelligent than they're given credit for. I directed and produced Paris is Burning, a film that was seen as unfundable, based on its sexual and political content. But once released, it made significantly more at the box office than either Reservoir Dogs or Slacker, two well-respected indie hits of the same era. It is, according to Variety, one of the most-seen documentaries of all time, and this year, Miramax will release the DVD. I think that lesbian and gay subjects, not to mention stories that focus on women and gender, are still very hard to get made, at least in the U.S.. Television has moved ahead, while still, in motion pictures, gay and transgendered characters are often tragic or peripheral, and strong or quirky woman characters are still the exception rather than the rule.

Who's the Top? finally got done because the cast, the dancers, the crew, and innumerable others helped out and believed in the film. I'm lucky to have been surrounded by such people, and can't wait to work with them again - either on Who's the Top? the expanded version, or some other project.