I had left New York City and moved to Portland, Oregon to act - go figure that out. But surprisingly enough, I found a vibrant theatre scene and met some really cool people. Among them, an actress named Nicole and her husband John. They quickly became an integral part of my life, offering me comfort and companionship and food (I was really broke). When Nicole got pregnant, I was initially nervous that they wouldn't have time for me once the baby was born, but quite the reverse turned out to be true. I became godfather to their son Morgan, as well as one of his primary care-givers. We spent almost every day together, the four of us, sharing meals and changing diapers and walking the baby and howling with laughter. They became my family. But after about a year, they sat me down and broke the news: they were moving to San Francisco.

I was already hinting about a move to LA, so I couldn't really fault them. But the idea that I would no longer see Morgan every day was devastating. I used to joke that I was going to continue to show up at their house, calling the new tenants "babysitters," pretending Morgan was asleep in the other room. The day they left was one of the most emotionally draining of my life.

I'm still incredibly close to this family; we talk on the phone all the time and I see them regularly. I'm now also godfather to their daughter Charlotte. But the separation haunted me, and I started to wonder what would happen to someone who couldn't deal with grief who was faced with the same situation. And so began SAY UNCLE.

The script took several years to complete. I wrote the first half, then put it away. I wrote the second half, then put it away. I did a first re-write, then - you guessed it - put it away. But during the third season of Queer As Folk, I drew a line in the sand. I decided to stop thinking about it and make this movie.

After notes from friends and colleagues and copious rewrites, I sent the script to a couple producers. Christopher "Let's Do It!" Racster called me back the moment he read it, basically recounted my vision for the film (which he had divined from the script itself), we partnered up and set about trying to finance this odd, melancholy comic drama.

As anyone who has ever tried to finance a film will tell you, it ain't easy. And trying to finance a low-budget film, particularly one without half-naked, gun-toting, faux lesbians, is even harder. But we managed to cobble together enough money to go get the film in the can. And since my work schedule allowed only a limited window in which to shoot, we decided to get on with it, having no money to finish the film once we shot it. We'll figure it out, we thought.

Casting is another incredibly complex, frustrating, exhausting process. We had the good fortune of thinking of Kathy Najimy right away. She was the first actor we sent the script to, and the call came almost immediately: Kathy was in. Our casting director Eyde Belasco (awesome) put together lists of people right for every role, and after what felt like an eternity (but was, in fact, quite speedy) we assembled a cast of first-rate actors who also happened to carry some name recognition: Gabrielle Union, Melanie Lynskey, Anthony Clarke, and Lisa Edelstein. Lucky, lucky us. As they signed on, every one said the same thing: they loved the script, and loved what it said about the world. So we were all there for the same reason.

We chose Portland to shoot for a couple reasons: One, the film was set there, and it's a gorgeous city, and, two, there are lots of talented actors who live there to round out the cast. When we went up for the pre-scout, the Film and Video Office told us that the city had been dry for a couple of years, so the top-notch crews were ready and hungry. Perfect.

By the time we arrived to open our production offices and begin prep, however, things had changed. Not one, not two, but three films had moved into town in the month prior to our arrival - and no one had bothered to let us know. We were locked into our schedule because of various cast commitments, so we had no choice but to suck it up and get creative. Our brilliant line producer, Michael Cuddy, brought in people from all over the country. I think our trucks - which we didn't have at all 48 hours before the first day of principal photography - ended up coming from Missouri. Seriously. Who gets their star-wagons in Missouri?

After interviewing numerous Directors of Photography, I fell in love with David Makin. Not literally, though he is pretty foxy. David's openness, startling lack of ego, total commitment to the vision of the film, and ability to compose a freaking gorgeous shot, make him the perfect collaborator for any filmmaker. Together we outlined and boarded every single shot of the film, something absolutely necessary considering I was not only directing, but also playing the lead. My mug appears on about two-thirds of the celluloid. Daunting, to be sure. Especially if you don't like the way you look on celluloid. But that's a story for my therapist.

I had worked with our Production Designer, Damon Sullivan, on an ultra-low-budget indie I had acted in years before. He had delivered a stylish film for about a dollar-fifty, so I knew he could give me what I wanted on the budget I had available. Plus he was local to Portland, which gave him access that someone from out of town would not have had. He assembled a stellar team, and they put together a rich, textured look for the movie - exactly what I had imagined. His talent and tirelessness - I swear the man didn't sleep for a month - are exemplary of the commitment and vitality that everyone brought to the film.

The rest of our crew was equally dedicated, made up of a combination of youngsters anxious to break in to the business, and old pros who believed strongly in the message of the film. One of them was a recovering alcoholic who decided to use our shoot to reconnect with his friend Jack Daniels, but overall, we were very lucky to have a capable, devoted crew who accomplished an almost impossible task - shooting 202 scenes with 39 actors (nine of them children) at 19 locations in 18 days. And making them good.

We had chosen Portland at least partially because it rains a lot. I wanted that beautiful sad grey-blue as a backdrop for the film, but of course we encountered the driest summer in Portland's history. We had to use special effects for rain. In Portland. And when it did rain it was almost always between four and seven p.m., just as we were losing our light. But so goes many a film and so went ours. We lost two hours at the end of our first day due to weather, and I swear to God I was two hours behind the entire rest of the shoot.

Speaking of our first day, well, we bit off a big one. For my first day as a film director ever, I thought it would be a lark to shoot the climax of my movie - the rally scene. Not only did this mean that every principal actor would be there in addition to fifteen day players and about a hundred extras, but this also faced me with my most difficult acting scenes in the entire film. Truthfully, there was no other way to board the son-of-a-bitch, what with cast flying in and out and location availability and the position of the planets. At least that's what they tell me. It was probably the scariest day of my adult life, but also probably a blessing in disguise. I don't think I would have had the energy to shoot those scenes at the end of the schedule. Plus, once we had conquered that first day, I knew we could do anything.

We certainly encountered our share of indie film hiccoughs, but thankfully, Chris and Michael kept me insulated from all but the most horrible. We ran out of money, we found some money, we needed more. We had focus trouble. We had a scratch on a close-up. But the scenes worked. They really worked. We knew it when we shot them and we got confirmation when the first piece of assembled footage came back from editing during our second week.

We wrapped production at four on a Saturday morning, after shooting fourteen scenes in my character's apartment. We had lost half a day along the way, so my scenes at home had been jammed into half the time. I was literally changing clothes as I was calling the next shot. The team came together for one last push, and we accomplished an unbelievable amount in very little time, with a very tired crew. I thank them all for that last night. Except for one guy, who wrapped himself two set-ups before we were finished. He can bite me.

Because we shot Queer as Folk in Toronto, most of my post-production relationships are in Canada. We enlisted Bill "Pooch" Goddard as our Post-production Supervisor, who commandeered the help of the "Queer As Folk" vendors, all top-notch technicians and artists who came on board for less than they usually make and far less than what they deserve.

My editor, Wendy "Fast-fingers" Hallam Martin, will hate me for telling you this, but she is something of a genius and has been an incredible mentor to me. She was one of the primary editors on Queer as Folk, and she took me under her wing during that show to teach me how a scene is put together in the editing room. Having her on my team not only gave me confidence in the final product, but also gave me an invaluable resource as I planned the shots. We share a sensibility to an almost freakish degree, and when we finally got into editing to put it all together I was amazed at how simpatico our visions of the film were. Invariably, when watching a scene we would "snap" at the exact same frame to call for a new shot. And after viewing the entire film, our notes were almost always the same. This film marks the beginning of a life-long collaboration for us, I hope. I feel indescribably fortunate to have found someone like Wendy so early in my career.

Once we had a rough cut we both felt good about, I took the film to LA to screen for some advisors and to try to find the money we needed to finish the film. Those first showings were terrifying, but I knew we were very much on the right track.

A few more screenings and the challenges in the film had made themselves abundantly clear. I returned to Toronto to fine-cut (and start shooting QAF again), leaving Chris in LA to negotiate with the bill collectors.

After a couple desperate months, we found a savior in Steven "Lifeline" Buss, an investor who believed in the film to such a degree that he helped us buy out our first investor (who had a first-in/first-out deal) and begin post-production in earnest.

We had of course fallen in love with some of our temp track songs, so we set about buying music and hiring a composer to fill out the score. Kurt Swinghammer (great name, right?) was among the demos I was sent by our Music Supervisor Michael Perlmutter, and I knew from the first listen that he had the right combination of distortion, humor, tension, and melancholy to be able to serve the film. And serve it he did. Kurt's score is gorgeous and evocative, at once funny and heart-breaking and tense. It lives precisely where the movie lives, at that awkward nexus where discomfort becomes funny and where funny becomes sad.

For our special effects, we contacted Animation Dynamics in Portland, mostly because we had an "in," and I knew they were talented and would give us a good deal. Jamie Ellmer and Kate Ertmann led a terrific team, who capture Paul's childlike imagination perfectly. Dropping those effects into the assembled film was a wonderful day, seeing something so unusual and silly add such texture and resonance to the film.

We shot the film on Kodak Super 16, and decided to use a digital intermediate for our post and blow up. The technique worked gorgeously, and the first time I saw the film in high-def I actually cried. You get so used to looking at computer dumps that are desaturated that you forget that you actually composed shots in terms of color. For example, orange becomes this powerful metaphor for Paul's spirit - something we had painstakingly woven into the production and costume design - and which I had completely forgotten in the early part of the post process.

Designing the sound was yet another first for me, so I was lucky to be surrounded by such pros. The experience of improving the piece again was so rewarding, layering dialogue and environment, balancing with music and special effects to get the best possible emotional truth. Exhausting, and far more detail-oriented than I am wont to be, but genuinely satisfying.

Film is by definition the most collaborative of all the art forms, so to have been surrounded by such extraordinary artists is beyond a privilege. I feel SAY UNCLE is 97% the film I set out to make, a number inordinately high by any standard, but especially so considering all the budgetary and schedule constraints. Plus it was my first movie. To have been given the opportunity to say something about the world we live, to have been given a voice, to have been supported in delivering that message to the screen - well, very few people on the planet have had that experience, and I am one of them. It has changed me forever.