Ed Harris pauses on the other end of the line as he considers the unique appeal of making a Western compared to other types of films he's worked on, and then he mentions the fly in the opening sequence of Sergio Leone's Once Upon a Time in the West.

"The way the shot lingers on that fly buzzing around, it seems like forever and the tension builds until it feels like you can't take it anymore," Harris says in a low, measured tone. "With Westerns, especially, you have to let them breathe.You have to allow yourself room to tell the story."

Harris revisited dozens of classic Westerns while preparing to make Appaloosa - the new theatrical release he not only stars in but also co-wrote, co-produced, and directed. The film tips its hat to the early vanguard directors with its unhurried pacing and camera-work, and it feels right at home as an entertaining update to the genre. In a market where popular tastes demand mega-budget blockbusters, non-stop action, and over-the-top special effects, Appaloosa draws viewers into its world with the merits of its story and the depth of its characters. The film may be a dark horse in this regard, but the strength of a story well told should help distinguish Appaloosa from the crowd during its September 5th premiere at the Toronto International Film Festival, and later this fall when the film opens in wide release.

Based on Robert Parker's novel of the same name, Appaloosa tells the story of Virgil Cole and Everett Hitch, two itinerant gunmen who've ridden together for more than a decade as lawmen-for-hire. The tiny frontier town of Appaloosa contracts them to protect the community from local rancher Randall Bragg, who's shot and killed the previous marshal for standing up to him and now rides roughshod over the town. On the surface the film is a classic tale of allocating justice in a time when everyman must decide for himself where he stands along the spectrum of right and wrong. At its heart, the focus is on the relationship of Cole, played by Harris, and Hitch, played by Viggo Mortensen. This dynamic provides the film's emotional undercurrent, and it is initially what attracted Harris to the story.

"I was immediately drawn to the characters of Hitch and Cole," he says. "I get the sense that these are two men who could ride together for days without exchanging more than a few words, and yet their interaction speaks volumes."

Harris first read Parker's novel during a trip to Ireland in the summer of 2005, where his daughter was competing in an equestrian event. He placed an overseas call to his agent to see about acquiring the film rights. Harris later met with Parker over dinner in Boston to discuss the project.

"In my opinion Ed Harris is one of the best actors now working, and from a distance he always struck me as a man who paid little attention to guff, so I was honored by his interest," Parker wrote in a 2007 article published in the New York Times.

"The book is very cinematic in nature with short scenes and lots of dialogue, and it worked best to stay faithful to the book when writing the script," Harris says. "I really tried to zero in on the characters and the main thrust of the story."

In researching the film, Harris pored over history books and made himself an expert on the weaponry, tack, and countless other details that would help bring the film's late 1880s setting to life. Harris' meticulous preparation is a hallmark of the veteran screen and stage actor, whose roles in such films as The Right Stuff, A Beautiful Mind, and Pollock have established his reputation as one of the most versatile actors in the business.

Pollock, released in 2000, is also Harris' directorial debut. The film, a biopic about the life of American painter Jackson Pollock, won Marcia Gay Harden an Oscar for Best Actress in a Supporting Role, and earned Harris an Oscar nomination for his portrayal of the troubled painter.

Harris knew from his first reading of the book that Appaloosa was an ideal fit for his next directing and acting roles, but convincing others of the project's potential would take some doing.

"It was a tough sell," Harris says. "They don't make many Westerns these days." While most production companies he approached were intrigued by the script, most had hesitations about the film's budget, especially in light of the fact that Westerns don't draw as well overseas as they once did. Then there was the question of young males in their 20s and 30s, a key demographic that had not been raised on a steady diet of Westerns as previous generations had been.

But Harris was committed to the viability of the project, and finally found a financial partner in Groundswell Productions, with New Line Cinema distributing the film. "It was like pulling teeth there for a while, but we finally got a deal in place," Harris says.

With financing secured, Harris set about assembling his cast. For the crucial relationship of Hitch and Cole, Harris thought first of his friend Viggo Mortensen, with whom he'd worked on A History Of Violence. He pitched the project to Mortensen at the Toronto Film Festival during the premiere of that film.

"One of the great things I've got to say about Viggo is that he's a man of his word, which is really a big part of what the film is about in terms of friendship," Harris says. "He told me he'd make this film with me, and even though he was busy as heck and we had to postpone shooting for a while, he had a period of time when he could do it and he showed up and did a great job."

Even though his calendar was jammed with other commitments, Mortensen had no reservations about agreeing to work on the project, especially with Harris at the helm.

"[Ed's] very meticulous in preparing his characters and I figured he'd be that way as a director, which he was," Mortensen says. "So much of what happens in the relationship [of Hitch and Cole] - they've known each other for more than a dozen years - has been about working together and living together and interacting on a daily basis. There's a lot of trust there and there's a lot of things understood without any need to say them. To build that up so that you believe it on-screen you need to have an actor that you can connect with and also ideally an actor who has an ability to transmit a lot in a very economical way, like [Ed] can. He did that as well as, I thought, Clint Eastwood or any other Western icon does. He did as well as anybody."

Harris flew to North Carolina to meet with Renee Zellweger, who was filming the film Leatherheads at the time, about playing the role of Allie, a complicated character with an unresolved past who arrives in the town of Appaloosa and turns things on its head.

"I liked her immediately," Zellweger says of Allie. "Although her moral compass is not so finely tuned, I couldn't judge her. It's difficult to demonize a person who's doing what's necessary for survival, at least in her mind."

For the character of Randall Bragg, the film's antagonist, Harris wanted someone who could convey a depth of character beyond a stereotypical bad guy in a black hat. He looked to British actor Jeremy Irons.

"I didn't want Bragg to be a thug," Harris says. "I wanted him to be a man of some sophistication and not just a physical threat. I was also interested in having this guy not be an American in terms of the hundreds of thousands of immigrants that were coming into the country during that period of time. I just thought Jeremy would be great."

With his cast and production team in place, Harris began filming last October near Austin, Texas, as well as on Ford Ranch outside of Santa Fe, New Mexico. The set, which was also used to film the recent remake of 3:10 to Yuma, was completely transformed to become the town of Appaloosa. Harris brought in veteran cinematographer Dean Semler, whose credits include such films as Dances With Wolves and Mel Gibson's Apocalypto, to help capture the expansive Western landscape in all its cinematic glory.

"The look of the movie is important, and this one looks and feels authentic to me when I see it - more than a lot of Westerns," Mortensen says. "[Ed] shot it a little looser, on the surface a little simpler, so you would really see the characters, really see the town, and most of the time really see the landscapes. It has the old style of John Ford or Howard Hawks."

Harris also worked to keep the focus of the film squarely on the characters and advancing the story, both while he was directing and during many weeks in a cutting room.

"Authentic is a key word," says Zellweger. "There wasn't a lot of things to make sensational. The effect is quiet, real, human. [Ed] liked to let the scenes play out, he wanted them to be felt instead of being artificially created moments.

"Some of the scenes in the saloon are subdued and there's not a lot going on because that's how it probably would have been," she continues. "The emphasis is on a quiet laugh between friends at a corner table, as opposed to overstuffing the scene like the rowdy gun-slinging spaghetti westerns we all know."

Pulling double duty as director and as one of the film's leading men was challenging at times, Harris says, but his experience making Pollock, as well as training as an actor to always be aware of and react to everything happening in a scene, helped him to keep track of all the moving pieces with an eye toward the big picture.

In addition to Pollock, Harris says he also learned a great deal about balancing a directing and starring role from working with Clint Eastwood on the 1997 crime thriller Absolute Power.

"He's so organized and knows how to communicate exactly what he wants," Harris says. "There aren't many people who do it any better than Mr. Eastwood."

Mortensen, who had similar comments about Harris' directing style, notes another similarity between the two.

"Not many actors can do what Ed can, or say what Clint Eastwood can, which is with just a slight change of expression or pause they tell you so much," he says. "But it's not just about the physical outward gestures, it's also having a whole life going on inside. [Ed's] always aware of where his character came from to be in that moment. There are not a lot of wasted words or effort on his part."

The economy of Harris' acting, it seems, serves him well as a director. And, in the case of Appaloosa, is well suited to the sparse, story-driven nature of the Western genre.

"I just tried to cut to the chase and articulate the characters and their relationships and keep the action moving," Harris says. "Hopefully it's an entertaining adventure."