With all the voices in Hollywood, it's hard to stand out. But when you hear the squeaky, typically quiet voice of Joey Lauren Adams, you immediately know who you are talking to. The actress from "Chasing Amy" and "Dazed & Confused" has decided to put a pause on acting and focus her attention behind the camera. Adams has written and directed "Come Early Morning" (due November 10). I had a chance to sit down with Adams at the James Hotel and discuss the process of making the film that started more than seven years ago. It stars Ashley Judd as Lucy, a woman who goes through the motions of life and love. Lucy has the responsibility of taking care of her grandparents, dealing with her estranged father and losing track of the men she's sleeping with. Joining Judd are Tim Blake Nelson ("O Brother Where Art Thou?"), Laura Prepon ("That 70's Show") and Jeffrey Donovan.

One of the goals of the film was for Adams to show that while one aspect of your life can be totally screwed up, the other can be responsible.

"Come Early Morning" takes place in Arkansas, where Adams grew up just down the street from her grandparents. She considers Arkansas more country than the South. One of her favorite Southern films and inspiration is "Tender Mercies," starring Robert Duvall. Even though the politics of making a film did take their toll, she finds the process much more rewarding than being an actress and just showing up for a role. By the way, if you're curious, when we introduced ourselves she said, "Hi, I'm Joey."

Bayer: How did the idea for "Come Early Morning" start?

Adams: Seven years from today, I started writing the script. There were several reasons. I wanted to get out of LA, and that didn't look like it was going to happen any time soon as an actress, where I was going to be at a place in my career where I could go live in the mountains somewhere.

There was frustration in the roles that were available for women and in the roles that were available for actresses I liked.

I did [originally write this for myself], when I first sat down to write it I had so little confidence in myself as a writer that I wasn't thinking in those terms as a finished product. I found myself in a very depressed, destructive place. Because I don't do well with the lifestyle of an actress. The crazy amounts of work and then the downtime. There were days when I didn't have to get out of bed because there was no script to read or no audition. I guess I'm not disciplined in that way where I can find other things [until I found writing] to keep me out of the bars and in a good state of mind. I just did it to have something to do to feel creative. It took me a long time to even get through 70 pages. And my agent was so encouraging and that's when I starting thinking this is something I could act in. I definitely wrote from, what [I] would want to see show up at my door.

Bayer: Were there big changes to the story over the years?

Adams: It changed a little because there were different actors who would come on board and they would have different notes. I was about to give up on it, the script was reading immature to me, so I did one big rewrite, just because I had grown as a person and my views were different. And I decided not to act in it, so that left the role open. Having different actors attached was just so heartbreaking and stressful. I just didn't want an actor coming on board acting like they had done me a favor to make my dream come true, I just thought it would be a weird energy.

Bayer: Why did you decide not to star?

Joey: It was gradual; there is so much I don't know as a director. There is no way I can do both, without both suffering. Also, for the first few years, I was passing on work as an actress. Four years into it, I had spent all my money and needed work and I had to do jobs I wasn't necessarily right for or passionate about. It put a bad taste in my mouth with acting. I killed it somehow, the acting thing.

Once I directed, I felt much more whole as a person behind the camera. I love not worrying about hair, make-up and not worrying about my lines and that I have to cry at four o’clock. Being in the trailer with nothing to do, it doesn't work for me. Being first on set and involved from start to finish was unbelievably gratifying.

Bayer: Speaking of no make-up did Ashley Judd enjoy the less glamorous role?

Adams:She came and had some gray hairs and she was like, "I'd like to keep them. Do you mind?" I loved it. I got really lucky with my actors, we had no rehearsal, a lot were cast after we were shooting. Ashley and I didn't even talk about the character. There are moments in the film she looks stunning, but by Hollywood's standards she had some weight on her. It was hard for me to give up the role, but it was like two minutes and it was her role, she owns it. We were in the swamps, and didn't have nets to secure the area, we just threw a little stick of dynamite in and hope it scared the snakes away, and she was in it.

Bayer: Is reading reviews as an actress different than that of a writer/director?

Adams: I do read them. Maybe [it's different] just a little bit because I am way more invested in this, when we showed it at Sundance in front of 750 people, I felt like I was giving birth. It's a labor of love. I've always had the same attitude about reviews which is, I know in my gut what I did that I am proud of. For "Chasing Amy" there was glowing reviews and scathing ones. I know in that film which scenes I was 100 percent there and honest and proud of. And I know which scenes I feel like I could have done better, and there is no one that can tell me, "No you're great in it."

I will always know in my gut what I will feel about it. It's nicer to get a great review and have someone get the movie. And I've read some bad reviews where I just felt they didn't get ["Come Early Morning"]. If they got the film but thought I sucked as a director, that would hurt more, but for some it just wasn't their cup of tea. I didn't set out to make a big commercial movie to appeal to the masses. It is a very subtle specific story and some people like those movies and some people don't. They're the kind of movies I like, so obviously that's the kind of movie I am going to make. I don't think I'll ever make science-fiction alien film. Different strokes for different folks.

Bayer: Why was Billy Bob Thornton thanked [in the credits]?

Adams: He was the first person to show interest on the project. He came on as an executive-producer and then he was going to play the uncle (now played by Tim Blake Nelson). But he thought the company that did "Sling Blade" would finance it, but a few months later they went out of business. When we finally got the money he was shooting another movie and couldn't do it.

Bayer: If this is considered your first baby, are you considering having another?

Adams: Just recently started flirting with it. It's so emotionally damaging. At least for me it was; I'm still licking wounds and healing. I could cry right now if I just think about it, and I've got to get to a place where that isn't the case. Just like "Dazed & Confused" it was my first film and you aren't jaded. Probably my second film, I'll have more confidence and less emotions, which is good and bad. The screwed up thing is the script that I wrote next, I wrote it for Peter O'Toole and he doesn't know it.

Bayer: Final question, I have an interview with Richard Linklater (director of "Dazed & Confused" and the upcoming "Fast Food Nation"), what's something I should ask him?

Adams: Oh, he's such a smart guy ... He's so laid back. That's what I've wondered about Rick, even on "Dazed & Confused" there was a night when one of the producers punched the telephone pole, and Rick was so calm, I don't know how you did it.