Getting his project cast and financed was not the hard part for Grant Heslov.

His feature directing debut, The Men Who Stare at Goats, starring George Clooney, opened Friday via Overture Films and earned a respectable $13.3 million during its first three days.

Heslov, who produced Goats with Clooney, his partner in Smokehouse Pictures, and Paul Lister, read a ton of scripts. He knew he'd found the right one in Goats, a dark comedy inspired by Jon Ronson's nonfiction bestseller about the government using paranormal abilities to fight enemies.

I'd been looking for something and it was my sensibility -- you know, when you read something and it gets under your skin, he said.

And he loved the unusual title. To me it was the kind of title that once you say it you remember it. It does what a title should do, which is give you insight into the piece.

Putting Goats together went smoothly. Heslov knows his way around the track after producing and co-writing the best picture Oscar nominee Good Night, and Good Luck, which Clooney directed. Heslov, who started out as an actor (The Birdcage, True Lies), also co-produced Intolerable Cruelty and Leatherheads.

Everything fell into place after Clooney said two years ago that he'd play a role. The film also stars Jeff Bridges, Ewan McGregor and Kevin Spacey. They were shooting this time last year.

We went to a couple of financiers and went with the best offer, Heslov noted. That came from Winchester Capital Management, a company we had dealt with before and they were great. It's usually pretty tricky, but for some reason it all fell into place pretty easily.

They had good timing, too, since Wall Street tanked right after they did their deal.

But that's when the going got unexpectedly tough. The financial incentives that supported their budget of just under $20 million made them shoot Goats in places where they hit the worst imaginable weather.

We shot in Puerto Rico during hurricane season duplicating Vietnam and some Iraq exteriors.

They also shot interiors there. It seems silly to go to Puerto Rico to do that, but they had great incentives for us so it was a way to get the film made.

After surviving lensing half the film under hurricane conditions they escaped to warm and sunny New Mexico in November -- just as it turned bitterly cold and wildly windy.

We shot in a sandstorm. I can't even describe how bad it was. We had to shoot. We didn't have a choice.

How bad is bad? There's a scene where George and Ewan are lying on a sand dune and the wind is blowing at 65 or 70 miles an hour, he replied.

Heslov still remembered all that fine white sand when he called me from Italy where in cold, rainy and snowy weather he's now a producer on The American, starring Clooney.

The funniest thing is I'm wearing the same jacket I wore there and every time I put something in my pocket and pull it out it still has sand on it.

Sandstorms weren't his only challenge in New Mexico. It's supposed to be the Iraq desert -- and it starts snowing in Albuquerque!

Somehow, they got everything they needed. What mattered, he pointed out, was that New Mexico's financial incentives are one of the best in the country.

Bottom line: It's wild what you'll do to get your film made. I never expected Puerto Rico to be the place I would shoot this film, but at the end of the day it's what allowed us to make it, and we got great stuff there. So it definitely was worth it.

On the other hand, Heslov makes it crystal clear he'd have preferred to film in California.

It had the deserts. It had everything. But it doesn't have the incentives, and it drives me crazy because I would like to keep the work local. I'm born and raised in Los Angeles, and I would love nothing more than to do the work there.

Why doesn't California realize what it takes to keep filmmaking here?

You couldn't have a governor who's had more film experience -- except maybe one other one that we had a long time ago, he said, laughing, with Ronald Reagan in mind.

Heslov acknowledges that California's economic crisis complicates offering incentives to filmmakers: But it seems to me if you kept all this work in town that would offset the tax loss. When you shoot, there's a lot of money that just gets spent in ways you'd never imagine.

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