“Why?" is usually the first question I am asked about the Wal-Mart film. With all the subjects in the world crying out for documentary investigation, what made me choose this one?

A neighbor of mine, who had some health issues, was hired at Wal-Mart. As we were talking about it, I expressed my relief that he would now have health insurance. He replied that no, unfortunately the coverage offered at Wal-Mart was so expensive and had so many requirements, he couldn't afford it and might not qualify even if he could pay. He let me know that the really nice managers at the store had told him how to apply for state-subsidized health coverage available to low-income residents of California, paid for by tax dollars.

Impossible, I thought. No way was a corporation the size of Wal-Mart using public programs for its employees, and so I started to research, read and investigate.

The more I learned, the larger the scope of the Wal-Mart story became. And the bigger and more complex the story became, the more clear it was that the only way to tell this story was to go small, human and deeply personal. The more the film could get inside the hearts and souls of people affected by Wal-Mart policies and tactics, the stronger it would be.

(A personal note here: Before I began to make documentaries, I produced and/or directed more that 50 made-for-TV and theatrical films, many of which were fictionalized stories based on the lives of real people. I love working on personal stories. They motivate me, they affect me, they move me. The chance I had with this film to combine what I had learned about storytelling in the fiction world with the documentary form was an exciting, creative challenge. Of course, I had no idea when I started that the project would be so much tougher and more complex than anything I had ever attempted before.)

I didn't realize that in making the decision to go "small" and "personal" I was adding months of work onto an already tight schedule and busting the budget wide-open in the process.

Let me explain: The previous documentaries dealt with a limited pool of potential interviewees -- experts in "Uncovered," ex-Fox News employees and pundits in "Outfoxed." With Wal-Mart, there were potentially millions of interview subjects. From this giant pool, we had to find people who were comfortable on camera, who would let us follow them around, and who were not afraid to go public. That made the search incredibly difficult. What I hadn't counted on was the incredible culture of fear that Wal-Mart has created. We went forward not even remotely aware of how difficult it was going to be to shoot the footage we knew we needed.

We found heartbreaking stories from people who worked at Wal-Mart, but many of them were just too frightened to appear on camera. We found businesses run out of the country, with CEOs who were terrified of talking with us on or off camera because of retaliation by Wal-Mart. We had camera crews arrive at homes where folks had agreed to talk with us only to be turned away because they had since thought better of angering Wal-Mart. When we went public with the film, one of the first things I asked was a pledge from Wal-Mart not to fire anyone who cooperated with us on the film. They refused; the intimidation and fear continues.

Over months and months of relentless work by the Brave New Films team and countless volunteers scouring the country, the personal stories slowly took shape. But then we faced another big hurdle: Convincing donors to invest in the film.

As the size and scope of the film became apparent, the number of production staff and crew needed around the country and the world increased. Even with tons of terrific volunteers and plenty of staffers working for a pittance, the budget continued to grow.

Having not produced a film of this scope before, we did not foresee the cost involved in having co-producers and camera operators on-call to travel anywhere in the world at a moments notice. We also didn’t anticipate the time it would take to meet, get to know, follow and film the people whose stories we wanted to tell.

As the budget grew, we had to increase our fundraising efforts to finance the film. Unfortunately, after two high-profile donors committed to significant financial investments, they both separately pulled out of the project, scared that Wal-Mart might, in retaliation, refuse to carry any of their films. It was sad and infuriating that people with such accomplishments in the world, and such financial resources, would back out for this reason.

Bank loans saved us. We couldn't stop what we'd already started.

As the film took shape, I realized I wanted to have Wal-Mart's point of view represented in the film. On a creative level, good drama has conflict, and on the political level, despite their spending almost $4 million a day to tell their story, I felt it reasonable to give them a chance to respond. So I called Wal-Mart CEO Lee Scott and invited him to participate in the film. Unfortunately Mona Williams, Wal-Mart’s Vice President for Corporate Communications, turned me down twice, even after I offered to post the full text of our interview with Scott on our website. They were refusing to get into a discussion of any kind.

At that point, I began to create the idea of using existing footage -- both Wal-Mart internal footage that we had secured, and news footage -- to have Lee Scott become our narrator and tell the story. With our research team doing yeoman work, and more and more Wal-Mart sources sending me video, the possibility became a reality. Lee Scott would narrate the film.

The biggest problem soon became how to take the almost 400 hours of interviews, personal stories and Wal-Mart internal video and turn it into a manageable film that would not run 10 hours long. And so the editing process picked up steam as our deadline got closer and closer.

One particular section that quickly came alive utilized footage of deserted towns and main streets all across America, many that had been affected by Wal-Mart and other big box stores moving in and causing destruction. The very first time I looked at the material, the editor had used Bruce Springsteen's recording of "This Land Is Your Land" under the images. It was haunting, it was beautiful, it was emotional, and I was sure I would never get permission to use the recording. But fortunately, through the help of my terrific music supervisor, G Marq Roswell and my good friend Danny Goldberg, and thanks to the wonderful receptiveness of the Springsteen team, we secured permission. And it was fortunate, since I had no second choice.

And similarly, I was stuck for months looking for music for the end of the film that would convey our hopes about the numerous communities who have beaten back Wal-Mart, and yet not convey a false sense that our fight has a happy ending. This time it was Jackson Browne to the rescue. He gave us a cut off of his new gospel album, and it worked as if it had been written for the part.

As the time approached for going public with the film, the months of organizing work that Lisa Smithline had been doing began to pay off.

Lisa began talking about Wal-Mart with groups and organizations around the country even before we began filming. As Premiere Week closed-in, our website was crackling every day with another group or person signing up to host a screening. As we went from ten to a hundred to a thousand to three thousand scheduled screenings in a few months, we literally could not believe the response. And Lisa was reaching and having success with unusual partners, from the Petroleum Marketers Association of America to the United Church of Christ.

Also, the media was starting to cover the story, particularly our non-traditional "release" strategy. I received calls from The New York Times, Los Angeles Times, Fortune, Advertising Age and others – I was asked over and over, “Is this the best way to go, shouldn't you pursue the more traditional film festival, theatrical, TV and then DVD release pattern?”

Let me explain. This new model of alternative distribution is absolutely ideal for reaching large numbers of people when one doesn't have millions of dollars in "P and A" (prints and advertising) money.

I have made numerous television films, cable films, mini-series and theatrical films. And I love working within the system and having the comfortable budgets and the exposure. However, when you make films concerned with working for social change, it is critical to reach all kinds of people.

If your film is in theatres, that is terrific. But, that is only a small part of reaching people. With a DVD, thousands of people become Universal or Warner Brothers, and they show it at a church or a school, at work, at their bowling alley, and at home. These are people who may not have an opinion and may not care, but certainly are not prepared to pay theater prices to see the film. We also know that we can get younger, more diverse audiences this way. The personal connection and recommendation to view a film like this is powerful.

We used this distribution model with "Uncovered" and "Outfoxed," using house parties around the country, local groups hosting screenings, high profile screenings in New York, Los Angeles, San Francisco and Washington, D.C., and a simultaneous limited theatrical run for those who love seeing it in a regular theater with expensive popcorn. This way, we create the excitement and interest that we can't afford to buy with national advertising, but which we can achieve through the energy and passion and voices of those seeing it around the country.

Finally, people ask, "What is the answer to the problem of Wal-Mart?"

Let me be very clear, the film cannot and should not answer that. The film shines a light on the problem, connects the dots, makes what is abstract personal and tells a story. The film is not the solution; that comes from the good people around the country who use the power of democracy to exercise their opinions, views, and activism in numerous ways. Wal-Mart is a big corporate problem, it will not be fixed by one film or one action, but the film will be a step towards the vital debate, discussion and actions we need to begin to get the problem front and center.