Breathless stars Gina Gershon, Kelli Giddish, Val Kilmer and Ray Liotta; Jesse Baget co-writes and directs.

Filmmaker Jesse Baget admits Breathless isn't his first project featuring dumb Texas rednecks who talk funny, but says the script gets its twang and accent directly from Lone Star State residents. "My co-writer, Stefania Moscato, moved from Italy to Houston when she was 18 to go to college, and she learned English there, so she has an ear for that Texas accent."

Not that many of us actually sound or act (hopefully) like the characters in the 2012 black comedy Breathless. There's Lorna (played by Gina Gershon), a housewife who lives in a trashy trailer out in the middle of nowhere with her lazy, no-good husband Dale (Val Kilmer). Dale, who has a history as a petty criminal, has managed to rob a local savings and loan, getting away with $100,000. He's kept it all a secret from Lorna, but she's figured it out and knocked him in the head with a frying pan. When he wakes up, he's tied to a chair and Lorna, who's called her friend Tiny (Kelli Giddish) over, is waving around a big pistol, threatening to shoot him if he doesn't tell her where the money is. Despite the gun that's pointed at his head, Dale's determined not to say anything. We don't want to spoil the plot for anyone, but let's just say that doesn't end up so well.

Baget says he was able to attract his stellar cast (Ray Liotta appears as the local sheriff and Wayne Duvall is a private investigator snooping around for the money) because of the film's strong writing. "A lot of these actors feel like they don't get to play characters much. And I've been lucky because of that. They've been attracted to my films mainly because they get to create a character, admittedly an offbeat one," he says.

That's a sentiment echoed by Kelli Giddish, who says, "What drew me first of all was the script and the language, which [writers] Jesse [Baget] and Stefania [Moscato] have done so well. I just loved it. I thought Tiny was hilarious on the page, and I wanted the chance to bring her to life. The script came in, and I read it while I was eating dinner. After the first seven pages, I was like, 'I wanna do it,' because the writing was just so good. Obviously it was low-budget, but that can mean anything these days."

Giddish says her time on the set was fun, if a bit smoky (Baget has both women chain smoking throughout the entire movie). "We had fun. It's so far out there, the storyline and the plot, everything that we were doing. It's two women cutting up a man. It's me and Gina on the set with blood all over our faces and never without a cigarette in our mouths, swilling tea that was supposed to be Jack Daniel's. All you can do is go for it wholeheartedly and commit to these crazy women."

As for having his characters chain smoke, Baget's non-apologetic about it. "Somebody came up to me and said, 'Jesse, are you sure you're not having them smoke too much?' I was like, 'Hell no!' Especially Kelli Giddish; she just looked so good with a cigarette dangling from her mouth that I kept telling her to do that more. I think the movie should have been financed by Marlboro or somebody."

Giddish deadpans, "Yeah, I was smelling real good at the end of that shoot."

We've got three Blu-ray/DVD combo pack copies of Breathless to give out to lucky readers. To enter the giveaway, just send an e-mail to [email protected]. Please include the phrase "Breathless giveaway" in the subject line. Winners will be randomly drawn on Friday. Please note, you must live in the United States to participate.