When everything goes wrong in the process of making a movie, what should a director do? Terry Gilliam, who faced a series of disasters while filming his ambitious screen version of Don Quixote, gave two young moviemakers permission to chronicle his failed project. The result? Lost in La Mancha, one of the most fascinating documentaries a movie fan could ever hope to see.

Treating their film more like fiction than real life, Keith Fulton and Louis Pepe wove its main characters and incredible incidents into a suspenseful tale of man against the elements. "Keith and I wanted it to be a story," Pepe explains. Through their extraordinary efforts, Lost in La Mancha emerges as an amazing portrait of the creative spirit – with all its frustrations and challenges. Gilliam, of Brazil and "Monty Python" fame, makes a wonderful subject as he and his crew struggle with overwhelming obstacles like torrential rains, airplane noise, and the illness of a key star. Sadly, some stories have unhappy endings. In this case, the windmills of La Mancha fought back, defeating the good guys.

After viewing this film at its Telluride premier, I told Gilliam how sorry I was about all his troubles. He gave me a big hug and said, "Don’t worry. We might regroup and try again." He also mentioned that Johnny Depp, who signed on for the role of Sancho Panza, remains committed to completing The Man Who Killed Don Quixote (Gilliam’s film). Still, with the devastating circumstances shown in Lost in La Mancha, I fear it would take a miracle to overcome such an "impossible dream." Bernard Rouix, executive producer of The Man Who Killed Don Quixote, points out, "The battle of Don Quixote is a battle against reality. And I think filmmaking is a battle against reality. But, in this case, reality has been stronger than the dream."

Focusing on the realities faced by Gilliam and his cast and crew, Lost in La Mancha gives viewers an up-close-and-personal look at the un-making of a movie. Pepe and Fulton originally planned a documentary about the making of The Man Who Killed Don Quixote, but when things turned ugly, Gilliam realized the curse of Don Quixote had struck again. "This project has been so long in the making and so miserable that someone needs to get a film out of it," he said to them. "And it doesn’t look like it’s going to be me."

Pepe and Fulton joined Gilliam’s Madrid-based production team a few weeks before shooting began. They noticed problems early-on. With a multi-lingual crew, communication became difficult. Actors didn’t show up on schedule. The sound stage wasn’t sound-proof. And so on. However, footage of marauding giants and rehearsals with life-size marionettes provided a boost to everyone’s spirits. French star John Rochefort, cast as the windmill-tilting Don Quixote, finally arrived. But then came the flash floods, the creative squabbles, the insurance/financial snags, and Rochefort’s illness.

Lost in La Mancha is filled with such insider delights as lively animation of Gilliam's storyboards, camera tests of the leading actors, and daily rushes from the six days of actual filming. But, to me, the most compelling aspect of this documentary involves watching Gilliam react through all his travails. His highs and lows helped me understand the fragility of the creative process.

Pepe and Fulton now operate their own production company called Low Key Pictures. Their first documentary, The Hamster Project, also deals with a Terry Gilliam film, 12 Monkeys. Pepe claims the most difficult part of filmmaking involves keeping the faith during each project, but he’s not about to change jobs. "The process is so enjoyable," he says. "It’s exciting, interesting, stimulating, and involving."

And, as with The Man Who Killed Don Quixote, sometimes heartbreaking.

(Released by IFC Films and rated "R" for language.)

UPDATE (5/21/2010): Ewan McGregor will play the role originally planned for Johnny Depp in The Man Who Killed Don Quixote. Depp is busy filming another Pirates of the Caribbean sequel.