Jennifer Lynch's philosophy of film-making' When you're surrounded by fertiliser, "there's got to be a pony".

The 39-year-old director knows something about dealing with adversity. Her new $5.5m feature Surveillance, produced by Lago Film and being sold by Arclight Films, is her first since the now-notorious Boxing Helena, which was greeted by hostile-verging-on-vitriolic criticism in 1993, and led to a breach-of-contract lawsuit against Kim Basinger. More recently, Lynch's upbeat outlook was tested when Mac Miller, one of the lead Surveillance actors, needed an emergency appendectomy the first week of shooting.

"We suddenly found ourselves in a situation where we had to shoot around him, not knowing when he could come back," says producer Lago Film's Marco Mehlitz. "At some point, we were going to have to say his character was struck by lightning, or go back and reshoot with a different actor, which is a terrible decision to make - especially for a director who has spent several days with an actor and is totally in love with what he's done."

But Lynch refashioned some sequences and wrote new dialogue. The result was "a scene that I adore and a performance from Mac that I can't thank him enough for," she says.

Lynch adds: "If you're saying, 'Oh, no, I'm completely screwed,' you're not seeing the solution."

Surveillance is being shot in Regina, Saskatchewan principally for its landscape: Lynch originally envisioned her serial-killers-on-the-road thriller (actor Kent Harper shares the writing credit) as taking place in New Mexico, on the kind of flat terrain that would recall North By Northwest. "You hope you don't have to go down that stretch of road on your family vacation," says star Bill Pullman, who with Julia Ormond, French Stewart, Miller, Pell James and nine-year-old Ryan Simpkins rounds out the ensemble cast.

But when Lynch saw the sometimes forbidding Saskatchewan prairie, Mehlitz says, she agreed that it was perfect. Tax incentives only enhance the locale's allure, as does the reservoir of below-the-line talent that has grown up around the area's burgeoning TV and film industry.

Warner Bros has already purchased German-speaking territories; Pan Europeenne has bought French rights. Lionsgate will be the first domestic distributor to see the finished film, thanks to Mehlitz's history with the company. Lago will have a promo prepared for Cannes and available for viewing at Arclight's booth in the Palais. Delivery is set for mid-December.

"I'm so happy just being here," Lynch says, as a relentless prairie wind works over her largely Calgary-Regina crew, who seem happy, too.

She declines the opportunity to seek refuge in the video tent. "Why would I want to go over and watch TV when I can be here'" she asks. "This is where the actors are. " In every scene involving actors and a car - and there are many - Lynch is in the back seat, under a blanket.