Melanie Mayron's latest directorial project, Slap Her She's French had all the key elements for disaster. Directing a feature film under the best of circumstances is trying. Some pros have likened the experience to weathering out a hurricane. Yet Mayron manages to come out shining despite taking on the project midstream.

It began when Mayron, who was busy in LA directing an episode of TV's State of Grace was asked to take over directing the film. The script, paying homage to All about Eve was already 10 days into production when she boarded the plane for Texas. Once on the set producers gave her the low-down. She was told that several scenes already shot were virtually unusable. And they were counting on her to salvage the performances and the picture. "The actors had been directed to be way over the top," says Mayron. "They were one dimensional like the 70's airplane movies. The way it was being directed no one was going to care about the role of Starla (played by Jane McGregor) -- she needs to be a sympathetic character in order for the film to work."

Mayron quickly acclimated herself to the project and in an effort to quell tensions on the set hosted a gathering to familiarize herself with cast and crew. She also recast several roles. With everyone in attendance Mayron explained the new direction of the film. Some scenes were shot in bright sunlight and were uncomplimentary to the actors. These would need to be re-shot. And instead of portraying cardboard cutouts -- the actors were going to play it for real. Jane McGregor (Starla) was concerned that her character was written to be unlikable, and that the audience would hate her. Mayron said to play the character real and show her sympathetic side and it would work.

Her gut instincts paid off. Mayron's direction brought out good solid performances from her young cast. Though sometimes she had to do a little handholding. "Once in awhile you get someone who is really green," says Mayron about one 21-year old actor on theset. "He needed to know a lot of technical stuff, so I had to talk him through it. That's when it really hit me how much I've learned about the filmmaking process over the years." An actor that didn't need any coaching was Piper Perabo who had a starring role in Coyote Ugly (2000). Her cheerleader dance sequence at a football game is one of the highlights of the film.

But what's perhaps most impressive about the film are the shots -- clear, concise and economical. Again, Mayron can be credited. She sat in with editor Marshall Harvey to get the print she wanted. With a complimentary musical score by David Michael Frank, Slap Her She's French has all the makings of a surefire, crowd-pleaser for the teenage set despite poor reviews from "The Hollywood Reporter."

Talking from her Los Angeles home, Mayron remains upbeat about the film'supcoming October release.

Audiences who remember Mayron from her starring performances in films like Harry and Tonto (1974), Car Wash (1976) and Girlfriends (1978), in addition to her role on TV's Thirtysomething may not realize that she's been busy directing since the early nineties. Other credits include: The Babysitter's Club, and TV episodics Wasteland, Dawson's Creek, and Ed.

These days, Mayron finds that creating her own projects gives her far more control than auditioning for acting roles. Presently, she's writing an autobiographical screenplay about the perils of artificial insemination -- something she'd like to star in and direct. "I just auditioned for a regular role on Six Feet Under, says Mayron. "But the part went to Kathy Bates. I was told I was too young. That's auditioning in Hollywood for you -- you're always either too young, too old, too fat, or too thin."

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