Maverick director Billy Bob Thornton had a singular ambition: to shape Cormac McCarthy’s acclaimed novel ‘All the Pretty Horses’ into an epic western in the spirit of John Ford. After corralling the ideal performers—including Matt Damon, Penélope Cruz, and Henry Thomas— and shooting them against a sweeping desert landscape, Thornton completed a film he loved. He then spent more than a year fighting a tense battle for its future.

There is a rule on a Billy Bob Thornton set: Nobody gets mad. “To get angry on a movie set is as silly as getting angry in traffic,” he says. It was the perfect attitude with which to make All the Pretty Horses, Thornton’s adaptation of the National Book Award–winning novel by Cormac McCarthy. Filming the story of two young Texans (Matt Damon and Henry Thomas) who wander off to Mexico, circa 1949, in search of a mythic Old West life demanded a repose and patience not typical of most $45 million studio films. “Billy gathered everyone around on the first day and gave a speech,” Damon recalls, “about who we all were and what we were about to do, and he let the ‘nobody gets mad’ rule be known. On a 70-day shoot, tempers rise sometimes, but there were no voices raised. There wasn’t even a hint of a problem on the set.”

Off the Texas and New Mexico locations, however, things weren’t so placid. Pretty Horses had to leap a series of Hollywood hurdles. The screenplay, by Oscar winner Ted Tally (The Silence of the Lambs), was originally to be directed by Mike Nichols (Primary Colors), with Miramax and Sony cofinancing. Nichols de cided he wanted only to produce the film, so Thornton slid into the director’s chair and overtures were made to Leonardo DiCaprio to star. When DiCaprio passed, Damon stepped in. “I’d said that I would probably never direct anything that I didn’t write,” says Thornton, who won an Oscar for writing his feature directorial debut, Sling Blade. But Pretty Horses, he says, “was the kind of story I would write—not that I would ever be that good. But I love stories about the past and how you live with it.”

His next challenge came in casting the role of a Mexican rancher’s daughter, with whom Damon’s character falls in love. “I fought for months and months for Penélope Cruz,” Thornton says. The actress, who’s been working in Spain for eight years and is on the cusp of American stardom, recalls her grueling audition process: “I did my first screen test in New York, then they flew me to Rome to do a screen test with Matt [who was filming The Talented Mr. Ripley]. Then we did another one in Madrid, and then [Thornton] called and said I had the part. I was completely obsessed about doing this movie.” The powers that be suggested several actresses other than Cruz. “Every time they’d mention another American actress for the part,” Thornton says, “I would say, ‘Three words for you: She ain’t Mexican.’ ” Miramax suggested Star Wars: Episode 1 starlet Natalie Portman. Thornton’s laconic response: “Lovely girl. Wonderful actress. She ain’t Mexican.”

Thornton continued to face obstacles after shooting. His original cut was four hours long, and though Thornton had told the studios he would deliver a three-hour movie, they wanted it cut even shorter. “Things change when they preview it for [test] audiences,” Thornton says. “They have some person in stretch pants tell them how to change the movie. If you go by test screenings, the movie will be zero minutes long. It [becomes], ‘How do we turn this into the movie where the kid screws the apple pie?’ ” Then a new drama began: Sony transferred domestic distribution rights to Miramax, whose cochairman, Harvey Weinstein, demanded the film be cut to two hours and 15 minutes. (Miramax also controls Thornton’s Daddy and Them, which won’t be released until after Pretty Horses; Thornton has trimmed Horses to slightly over two hours.)

Still, the greatest challenge Thornton and his crew faced was translating a book renowned for its lyrical prose into cinematic terms. The landscape was a big help. “When my director of photography, Barry Markowitz, wasn’t on the set yet,” Thornton recalls, “I’d say, ‘Hey, where’s the monkey? We need somebody to flip the switch!’ Because you didn’t need anything; you just turned on the camera and it was beautiful.”