Swingers

What comes through in the commentaries is how tough it was. Jon Favreau had been attempting to flog his script for almost two years without any luck. He and Vince Vaughn and some of the others would arrange readings - more like live sketches - at places like Sundance to try and attract investors, or buyers - anyone.

They were out of work, which is why Jon became so accomplished at swing dancing. Every Wednesday at The Dresden and The Derby in East Hollywood, they'd go for the music and the dance and the girls.

Finally, when they found a producer and $250,000, they had 18 days (plus two for reshoots) to make the film. Doug Liman, the director, had never done anything that ended up on a big screen before and knew nothing about cinematography. Rather than pay a d.o.p to waste time setting up lights every time, he decided to handle the camerawork himself. He bought books on how to do it.

They filmed without permission all over the place. Liman hid his camera in a backpack in order to shoot scenes with Favreau and Ron Livingston on a golf course. During this clandestine episode, Livingston hit a ball out of a bunker that smashed Liman's light meter, which meant having to work without one until he could find the money to replace it.

In one of the best scenes in The Derby, where Mike dances with Lorraine, the Heather Graham character, Liman could not make his lens work properly, with the camera hidden under his jacket, because they had been banned from filming there. In another beautifully shot sequence, when Mike and Trent are parked off the hard shoulder of a freeway between Vegas and L.A. - it's illegal to film on public highways without written authorisation - the camera rolls as Liman's first assistant chats up the cops with a fictitious story of having authorisation papers in the office 700 miles away.

This was a shoestring production that slipped under the radar of what is known as indy filmmaking. They could not afford to pay for anything and never hired extras, except once when they paid a mother for the use of her baby and then discovered it was too old. They filmed in real places, lit scenes with table lamps or whatever was available, used their own cars, innovated on the hoof. They had only one day for the casino scenes and so loaded the blackjack tables with friends and family. Vince's father and Jon's grandmother were there.

This is a superb Special Edition package because it's a good story and no one's showing off. Of the two commentaries, the one with Liman and editor Stephen Mirrione is the best, which is a surprise because you would have thought that Favreau, who wrote the screenplay, with Vaughn, whose personality pervaded every corner, would have come up with the goods. They are never dull, but listening to them is like eavesdropping on two friends reminiscing about a party you missed.

Liman and Mirrione talk about the way it was.

"All the diner scenes were shot in one 12-hour session."

"Favreau's car broke down all the time" - especially in Las Vegas.

"We had one day in the casino, which was open to the public, to shoot 12 pages of script."

Continuity went to pot, at times. "They're smoking cigars in the long shot, but not in the two shots."

"Our incompetence as filmmakers make it more honest."

Making It In Hollywood (disc 2) is a big fat series of interview storyline behind the scenes before-and-after talky bits that cross lines where Liman and Mirrione have already been, but in greater detail. Since the success of Swingers, which, incidentally, was rejected at Sundance, Vaughn has become an established Hollywood star and Favreau put on weight. He remembers arriving in Los Angeles from New York. "I saw Vince as a troublemaker. I didn't want to hang out with him." After a while - too long - "being an actor no one wanted to work with and at the end of a long relationship," he wrote the first draft and claims that nothing in it actually happened in real life. "I took elements of some of my friends and exaggerated them."

The history of the film's evolution is fascinating. No one knew what they were doing, or how they could complete before the money ran out, or whether anyone outside their select circle gave a damn.

This should become essential viewing for aspiring filmmakers. "When you're starting out, there's nowhere to go but up, " Liman says. He went on to make The Bourne Identity and Mr & Mrs Smith.

The Cutting Room Floor shows five great outtakes, stuffed with clever dialogue, often involving Vaughn giving inspired monologues in the diner, or the Vegas waitresses' mobile home, or while playing a video hockey game with Patrick Van Horn. It also includes the famous kiss between Favreau and Graham that Mirrione and Liman discuss on the commentary track, explaining why they decided to leave it out.

Finally, the Swingblade short film is a parody spoof, in which Billy Bob Thornton's character from Sling Blade, played by another actor, wanders through faux Swingers scenes like a village idiot. It is neither funny, nor enlightening, and has precious little to do with Favreau's film, which is not about picking up chicks, nor trying to make it as an actor, nor faking cool in a Nevada casino.

"It's really about male friendship," Liman says. And he's right about most things.