Director Wim Wenders has a fascination with American culture, but not the cluttered, hectic urban life that most filmmakers show. In Don't Come Knocking, Wenders takes us to quiet, slow-paced places. The film is a collaboration between Wenders and writer Sam Shepard, who also stars in the film as Howard Spence, a troubled actor who is past his prime and struggling with his identity. Spence vanishes from the set of his latest film and eventually winds up in Butte, Montana, where he made a film decades previously and had a brief fling with a waitress, played by Jessica Lange. There, he tries to address some issues from his past. Like many of Wenders' films, this one is more about simple but defining moments and overall attitude than about plot.

Actresses Sarah Polley and Fairuza Balk — who play supporting roles in the Butte scenes — discussed the film during this summer's Karlovy Vary Film Festival. Balk gave some background on the setting of Butte, a former copper-mining town. "It is truly one of the strangest places I've ever been — it's really the central character in a lot of ways," she said. "It was this huge boom town that just got abandoned. It is very spooky and very beautiful and there really is no one on the streets."

The place has a special quality that attracted Wenders. "One of the reasons I know that Wim chose it as a location is that it has a very particular light that nowhere else on the planet has, and he loves this place very much," Balk said. "There is no way we could have done it on a set and had that ambience." Much of the film was shot at sunrise and near sunset to capture a golden glow. "[Wenders] is such a visualist — it was wonderful. I think it really makes the film more interesting," Balk said.

Polley agreed about the special quality of the location, adding that Wenders brought a unique attitude to it as well. Many filmmakers have a condescending, patronizing attitude toward rural and small-town America. "[Wenders] goes into a place like Butte, Montana, that I think for a lot of us was not our idea of a great time, and he knows everybody in that town and he respects everybody in that town and he truly loves that place," Polley said. "He brings life into that [situation], as opposed to the kind of mockery I think that we are used to seeing when rural America is portrayed in films.

"His particular kind of love of America is really enlightening for someone like me," Polley added, referring to her Canadian roots and her political activism. "You grow up with a pretty virulent anti-Americanism, which I think is legitimate in every way. But with someone like [Wenders], there is a compassion as well. He is critical but he has an eye for things that maybe the rest of us find it hard to see.

"I felt like I learned a lot about the ideals behind America that aren't so offensive from Sam Shepard and Wim Wenders that I never had a sense of before — which doesn't negate the criticism. But I think it's a much more interesting perspective."

Balk expanded on Shepard's contribution. "Sam wrote Paris, Texas as well, and [he] has such a unique way of writing about America and looking at America that ... opens your eyes."

Wenders has wanted to work with Shepard again for a long time, according to Balk. "I know they have a mutual respect for each other. And they are both artists' artists. Neither of them are commercial. They have a lot of the same tastes in things," she said. "Wim wanted Sam to be in Paris, Texas and Sam said he couldn't do it because he wrote the character. And finally when Sam came to Wim about [Don't Come Knocking], he said, 'I think this is one I can be in.' So Wim was very happy to have him acting as well as having him write the script."

Both Balk and Polley said they greatly prefer working in independent films rather than Hollywood blockbusters. Working with Wenders was something they had both wanted for a long time. Their experiences in getting their roles were rather different. Balk didn't even audition. "In my case it was kind of bizarre because I found out once I got to Montana that Sam wrote my part about two weeks before shooting," she said. "I got a call out of the blue from Wim and met him and he gave me the script, and he said, 'We'll have to leave right away because we shoot in two days.' There was not a whole lot of time to prepare for my part. I was playing a sort of slapstick, comedy-crazy person. I was just on the fly." Balk said that she would have taken any role just to work with Wenders.

For Polley, this was the first role that she actually campaigned to get. "I had to really fight for the part over a long period of time. It was not easy and I am pretty lazy when it comes to this kind of thing, so I don't have any experience of really fighting for things," she said. " I auditioned for it about three times, and then I went mad and stalked him by e-mail. I don't think I was exactly what he imagined for that part. But I think he was impressed with the sheer will that I displayed. I was really glad it worked out."

There are other directors that Polley would like to work with, but she is reluctant to be as aggressive with them. "Sometimes there are filmmakers where you don't want to ruin your experience of seeing their next film by being in it," she said. "Everybody wants to work with Woody Allen, but one of the big events of my life every year is going to see his films. I don't want to wreck it."

Both Balk and Polley are very reluctant to sign on to work with blatantly commercial directors. "It's a disaster," Polley said. "Faruza and I both share an inability to pretend we are having a good or interesting time, so we just don't work that much. I think both of us take long periods of time off because one of the more depressing experiences you can have is working with someone like Wim Wenders and then working with someone who is not interesting or someone who is doing something so much more commercial," she said. "I really only want to be in films I would pay money to go see, and there are just not that many films I am interested in seeing these days."

Balk agreed. "I think both of us are almost chronically picky. We would rather not work than do stuff we can't handle, because both of us have been working since we were about 6 years old. So it's not like we are just starting," she said. "Life is precious, so you hope that you will be able to do stuff that means something or will mean something to you later."