The Bucket List stars Jack Nicholson and Morgan Freeman as two terminally ill men who escape from a cancer ward determined to complete everything on their "Bucket List" -- a list of things to do before they "kick the bucket." The film, directed by Rob Reiner, was just named one of the Ten Best of the Year by the National Board of Review. Cinematical spoke with the film's screenwriter,Justin Zackham.

Cinematical:You sit down to write The Bucket List, do you ever dream that you're going to get Rob Reiner to direct, Jack Nicholson and Morgan Freeman to star...

JZ: Of course not! I'd have to be an idiot! Not even close. I wrote it with Morgan Freeman's voice in mind, somehow thinking maybe I'd find a way to get it to him. But no, nothing like this.

Cinematical: And how did you get it to these huge names? What were the steps that brought this movie to the screen?

JZ: I went to film school at NYU. I did a TV pilot that I wrote and executive produced in New York with Paul Sorvino years ago. And then I came out here (Los Angeles) and was dicking around for a while. I made Going Greek, which was a very sort of crappy fraternity comedy that I did back in 2000. I wrote, produced, and directed, and that took so much out of me that I spent another couple years dicking around. And then I just sat down one day and wrote my own "Bucket List" just to kind of get my head organized. On that list was like "Get a movie made by a major studio, marry the perfect woman," all that kind of stuff. A lot of the stuff on there wound up in the movie. I had always fantasized about going to the Pyramids, the Great Wall, I've always been sort of obsessed with the whole notion of Everest. All those things were on it, and I just stuck it on a bulletin board.

About a year later, I just came up with this quote one day, a line that's actually in the film -- "You measure yourself by the people who measure themselves by you." Stuck that up on the bulletin board. And then another year went by before I had the idea "What about making this into a script?" And I thought if it were about me, at the time I was about 34, it wouldn't be that interesting. So I decided to make it about two guys who had lived a full life, and they only have a few months left, and suddenly there's a ticking clock, and the things that do have real importance, at least in their minds. The story really became about the one thing neither of these guys puts on their list but is the thing they most want. And that's a best friend. I have this ridiculous process, and I wrote the actual script really quickly, in about two weeks.

strong>Cinematical:Could you take us through this ridiculous writing process?

JZ: Wow. Sure. I get a million ideas a day and I don't put too much weight on any one of them. The ones that really stick in my head are the ones I end up doing. It's just sort of this natural filtration process. If I start thinking a lot about an idea, I take notes, I write on the backs of checks at restaurants, I have scraps of paper everywhere. And then I start throwing stuff up on a bulletin board. It takes a lot for me to start writing a script. There's an old saying "Writers hate writing, but love having written." I find writing painful, but there comes a point where it's painful but you enjoy it. That's usually not until the third act. So I just do a ton of dicking around for months sometimes, and then I get to the point where I'm just so saturated and I've done research and I know who the characters are and I know what they sound like. I usually can't sit down to write a script until I know the characters' voices better than my own. For me, screenwriting is all about setting characters in motion and as a writer just chasing them. They should tell you what they'll do in any scene you put them in. Until I get to that point, my writing's not very good. It's got to get to the point where I can't sleep, I'm eating terribly, and then I sit down and usually write a draft almost straight through in a couple unhealthy weeks. And then I collapse for about a month.

Cinematical: So after you finish the script for The Bucket List, you collapse and then...?

JZ: And then my agent took it out to 50 producers, which is egregiously more than the normal 6 or 7. 48 of them said no way. Two of them liked it and took it to the studios. The studios said "What, are you kidding me? We want to make a movie about two guys dying?" And then Travis Knox over at Storyline said "In a perfect world who would you want to direct this?" And I put together a list and he looked at it and said "Pick one and we'll try to get it to him." So I looked at the list and said "Well, Rob Reiner would be pretty cool!" So we went to CAA and it was only a couple days later Rob called up and said (switching into a pretty decent Reiner impression) "Hello. So I'm on page 13 of the script and if it's okay with you this is going to be my next movie." And I said "Well, you may want to finish it!" He said "No, we gotta sit down, we gotta talk." A week later, we sat down and he and I spent the next few months reading over the script and tweaking it and changing things. I wrote it with Morgan Freeman's voice in my mind. Rob called him up and a week later he was in. Morgan asked who we were thinking about to play Edward. We had a lot of great ideas, but we weren't really set on anyone, and Morgan said "It's been my lifelong dream to act in a movie with Jack Nicholson and he and I have actually met a couple of times and talked about it." Rob had a fairly good experience with Jack on A Few Good Men, to say the least. So he called Jack, and a week later Jack was in. It was almost a year to the day that we took the script out that we started principal photography. That kind of stuff just doesn't happen, and it's not going to happen again, but I'll take it!

Cinematical:I read the script prior to seeing the movie. For the most part, it's what wound up on the screen, but there were some differences. Those changes that come about, are they your decision or a group effort?

JZ: A lot of it was Jack. If Morgan signs on to do something, he's very literal to the text that he agrees to do. Jack stays up all night thinking about it, and he would show up every morning with new stuff. Just like in the film, Morgan is the straight guy, and Jack is the improvateur. Some of the lines in the movie that make me look genius were right out of Jack.

Cinematical:What do you consider a perfect screenplay?

JZ: Great question. I hate to say perfect screenplay, but pretty much anything Aaron Sorkin writes, I'm going to read a bunch of times. Allan Loeb's draft of Things We Lost in the Fire was incredible. Anything Eric Roth writes, Stephen Gaghan, Steve Zaillian. Eric Roth's script for Hatfields Vs. McCoys blew me out the door. I have no idea what's going on with the movie, but the script is absolutely staggering. It's like with No Country for Old Men -- (the Coen Brothers) are people that have such unbelievable control over what they do, and they're so good that it looks effortless. Reading Hatfields Vs. McCoys for me was a similar kind of thing. It's enormous, and yet it tells a really small story about a couple of characters. It's just great. The Verdict is also one of my favorite screenplays. Amazing.

Cinematical: We're coming up on the Academy Awards -- which five screenplays would you nominate this year?

JZ: No Country for Old Men, definitely. Things We Lost in the Fire -- it won't get nominated, but it should. The movie's good, the script is great. Eastern Promises I really enjoyed. I really liked the script for Lars and the Real Girl. I've still got some things to see, but No Country is head and shoulders above everything else this year.

Cinematical: Have you gotten to meet any of your screenwriting heroes?

JZ: Wow, it's interesting you say that! Tonight I'm going to meet Stephen Gaghan, Steven Zaillian, Ron Bass, Scott Frank -- it's a weird get-together. I met a few of them over the course of the strike, but never really in a social situation. But now with the strike, a sort of community has sprung up, and it's not so hierarchical. It's not based on what you've done. I picketed with Susannah Grant, who has got to be the best looking screenwriter in history. So yeah, tonight this is kind of an informal gathering of a bunch of writers. I don't really know why they invited me, but you better believe I'm showing up! I'll try not to make an ass out of myself.

Here's hoping he didn't! The Bucket List opens on December 25th in New York and Los Angeles, and nationwide on January 11th.