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Listening to two actors make out over headphones feels more voyeuristic than even watching them in person. The closeness of the sounds produce an uneasy intimacy, but really, they couldn’t care less. They have other things on their minds. When Eva Amurri and Justin Chatman do it, all I hear is cotton sliding against cotton, slow heavy breathing and that fuzzy feedback small microphones emit when they are way too close to each other.

“Here, do you want to listen?” Peggy Lewis asks, offering me her headset and clip-on radio pack.

“Yeah, sure,” I say, quickly ringing the headphones around my ears.

“What’s going on?” Chatwin asks in my right ear.

“I was just thinking about you,” responds Amurri in my left.

“Was it good or was it bad?” Chatwin wonders.

“It was just you,” she purrs.

And then comes the heavy breathing. Take after take of it.

Baton Rouge is doubling for Hannibal, Mo., in the feature film Middle of Nowhere, and the Lewis’ palatial home off Perkins Road—two homes actually, connected long ago with add-on construction—is busy doubling as multiple locations for the finished film.

Lewis knew locations manager Brian Wright, so the film’s large crew, set dressing trucks, air-conditioned canteen tent and huge crane for aerial shots camped out at her home for several days in September. It was a most atypical week for her family.

For one thing, Lewis never knew when the filmmakers would suddenly change plans and switch shooting to a different room, launching a flurry of activity and quarantining a portion of her home she expected to have access to that day. And her 16-year-old son, Cameron, quickly grew accustomed to popping in the well-staffed mobile canteen and ordering three-egg omelets before school.

“It’s been fun for everyone,” Lewis says like a proud den mother. “They come at 5:30 in the morning, and sometimes don’t leave until 4 a.m.”

In the weeks leading up to the shoot, director John Stockwell made rounds tailgating before LSU home games, his appearance triggering more than a few Top Gun quotes from loyal fans. Before directing Crazy/Beautiful and Blue Crush, Stockwell partied with Andy Warhol and Calvin Klein in the 1980s and played Cougar, the pilot who wigs out mid-flight only to have Tom Cruise’s Maverick help him land his F-14.

Garrick Dion, one of Middle of Nowhere’s producers, tells me this film further develops the coming-of-age themes Stockwell wrote into Blue Crush, but in a sweet-and-sour tone closer to Good Will Hunting.

Scanning the call sheet, this cast reminds me a little of the great collections of actors in The Outsiders or American Graffiti. Though relatively low profile now, any one of these could easily be the next big thing. Could I be watching their break in the making?

There’s The O.C.’s Willa Holland, a Guess model and Brian DePalma’s stepdaughter. She’s got her career trajectory right there. The 16-year-old traces lazy steps down the Lewis driveway in a white tank top, cell phone in hand waiting for a call. Wearing a scruffy red plaid shirt and jeans, 25-year-old Chatwin reenters the house over and over to kiss Amurri, 22, who looks exactly like what the daughter of Susan Sarandon and Italian director Franco Amurri should. Amurri’s character scared the Bejesus out of everyone in Saved!, but here she plays a more relatable leading role. And more importantly, she gets to work with her mother again. Sarandon plays an irresponsible mom who empties Amurri’s college savings to fund the modeling career of her youngest daughter, played by Holland.

“You want to see what we’re doing?” asks Byron Shah, director of photography. He walks me over to a camera mounted on the passenger window of a blue sedan parked in the Lewis’ front drive. Leningrad native Anton Yelchin, Alpha Dog’s remarkably-played kidnap victim, will be driving the car—this is his payback scene after all, Shah says—and Stockwell will hide in the back seat whispering instructions to his actor. Yelchin is filming his first and last scenes in the movie back-to-back today, and as always, his mother, Irina, is there to see it.

Yelchin’s mother and father were famous Russian figure skaters kept from the 1972 Olympics by Soviet authorities because of their Jewish heritage. Irina gracefully watches over the scene, chit-chatting with the crew. Nobody can miss her rainbow headband and canary yellow leotard top. “Anton wants me here,” she tells me, before giving Dion an impromptu lesson in fancy footwork. I ask her for her autograph, and she looks at me like I must be joking. I am. One of the producers put me up to it. “My son is the real star,” she says with a matter-of-fact grin.

Morgan Jenkins, one of the few female steadi-cam operators in the business, breezes past me, and the crew moves to the end of the long driveway to prep Yelchin’s car scene. Amurri, Chatwin and Holland have all disappeared, probably lounging in the quiet escape of one of the Lewis’ bedrooms.

At 6 p.m. Dion and producer Nicole Rocklin are just now finding time for lunch. They take me down to the canteen for a turkey burger. Both praise the ease of finding local crew and background actors—most from the New Orleans area—that have made filming in Louisiana such a smooth transition from California. “The mayor has been really great, too,” Dion says.

Word is Mayor Kip Holden made such an impression on the producers they granted him a cameo in an upcoming courtroom scene. Rocklin marvels that nowhere in L.A. would you find vendors hospitable enough to refer filmmakers to competitors if they themselves couldn’t meet a picture’s needs. But Louisiana, she says, appears more familial and less catty than Hollywood.

“This is the smallest, most intimate film John [Stockwell] has done,” says Rocklin, who championed Michelle Morgan’s Middle of Nowhere script and has shepherded the entire project. “We didn’t want people working on this film that had done a hundred movies before. Experience doesn’t always trump passion.”