In 2002, around the time Shyamalan was wrapping up ''Signs,'' Twentieth Century Fox approached him with an offer to write and direct an adaptation of ''Wuthering Heights.'' The project itself didn't interest him; such a 10th-grade-English-class homework assignment was too familiar. But the sweeping emotion of Emily Brontë's world appealed to Shyamalan's sentimental side, and he realized it might be fun to combine that 19th-century romance with a monster-in-the-woods thriller. ''Fusing those two things together,'' he says, ''it sounds weird, but hopefully it doesn't feel weird.''

Shyamalan spent eight months working on the script -- the longest it's ever taken him -- and didn't crack the story until he made one momentous decision:

Instead of focusing on the brooding Lucius Hunt (Phoenix), he would make Ivy Walker (Howard), the blind daughter of the village's leader, the film's central heroine. ''That felt very risky and more unique,'' he says.

Early on, Shyamalan sought out Kirsten Dunst to play the role of Ivy, but the actress dropped out after deciding her schedule couldn't handle the intense period of preproduction -- weeks of ''boot camp'' rehearsing the film and learning 19th-century skills like candle making, sheep shearing, and butter churning. Producer Scott Rudin urged Shyamalan to consider the 23-year-old Howard, whom he'd seen starring in a New York stage production of ''As You Like It,'' for a supporting role in the film. In May of last year, Shyamalan went to the play one night with his wife, Bhavna, and on the spot decided Howard would be his Ivy. ''It was like the first time I saw ['Sixth Sense' star] Haley Joel Osment,'' he says. ''I was looking around going 'She's amazing!'''

As with all his films, Shyamalan -- born Manoj Nelliyatu Shyamalan in India and raised in suburban Philadelphia, where he still lives with his wife and two daughters -- decided to shoot in his home state. In the town of Chadds Ford, he had an entire 19th-century village painstakingly constructed, down to the type of glass in the windows. Aside from the odd bit of bad weather, the biggest challenge was trying to keep the story under wraps. The screenplay was treated like a classified CIA report. ''My agents weren't even allowed to read the script,'' says Brody. ''To this day, they haven't read it.''

Of course, keeping a big secret from a curious public is not so easy in the 21st century as it was in the 19th. The first postings about a supposedly leaked script for ''The Village'' actually surfaced on the Internet last summer, before production even began, when the film was still titled ''The Woods.'' (The title was later changed because another thriller called ''The Woods'' was in production at United Artists.) For the most part, these early assessments were fairly negative, calling the ending unsatisfying and the dialogue stilted, and even making fun of Shyamalan's allegedly poor spelling.

When asked about these postings and the frenzy of speculation over them on the Internet, the normally gregarious Shyamalan turns subdued and looks wounded. ''My hope is that you don't even write about any of that, because right now it's just a geekfest,'' he says. After a long pause, he says, ''I would find it hard to believe that they could have gotten the script.''

Cover Story: 'The Village'

'VILLAGE' COUNSEL Brody and Hurt, along with other cast members, attended a boot camp to learn 19th-century ways of life
Later, when pressed about unmistakable similarities between the finished film and the postings about the script, Shyamalan admits it's possible that an early draft got out. ''My slip, information-wise, was because we went after some actors earlier, there were more people talking,'' he says. ''I don't want to point fingers at anybody's camp, but if any details came out it was during that stage.'' Still, he emphatically insists that it's ''physically impossible'' that the last 15 pages of the final script were ever leaked and even coyly suggests he may have planted fake material on the Internet to throw people off the trail.

This spring, reports that the cast and crew had returned for a week of reshoots ignited speculation that Shyamalan had been disturbed by the Internet leaks and decided to film a new ending. Shyamalan denies this, saying that it was simply a matter of waiting out the winter so they could get some shots that required springtime weather. Yet Hurt contradicts him, claiming the film's ending was, in fact, reshot. ''Night said that he looked at the end and just said, 'We've gotta reshoot it,''' the actor says. ''I loved the other ending, personally.'' Rudin backs up Shyamalan's story, while Disney Studios chairman Dick Cook vaguely says there were moments added to the ending ''for clarity.''


Interviews with M. Night Shyamalan and cast

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