A transient in dark glasses and white baseball cap sits on a bench beside Highway 2 in Libby, Mont. The traffic is loud and the man has to raise his voice to be heard by the film crew. He's outlining his treatise on Libby and the impending Day of Judgment, punctuating his points with handmade placards: Ronald Wilson Reagan. Six letters in each name. 666.

"Oh, what a story I could tell," he shouts to the crew. "This is history. We all have a light side and dark side within us. We can love. We can hate. We can live and promote life or we can kill. Somewhere in the Book of Revelations it is written that the devil knows that his time is short. So if things get a little nuttier day by day, don't be too surprised or shocked by it."

Things in Libby have gotten more than a little nutty over the past few decades. For 40 years, the W.R. Grace Corporation operated a vermiculite mine that contaminated Libby residents and the local environment with deadly asbestos fibers. Company CEO Peter Grace was a friend of Ronald Reagan, and there have been allegations that friendship led to a cover-up of the dangers the company was unleashing on Libby.

After years of local concern over the mine, the U.S. Environmental Protection Agency and dozens of journalists-TV and newspaper reporters, book authors and documentary filmmakers-descended on the town at the turn of the century. Hundreds of locals were sick from the asbestos, legal battles raged over cleanup, the state was promising help but doing little, and the media were whipped into a frenzy.

Among the observers to arrive in 2000 were Drury Gunn Carr and Doug Hawes-Davis of Missoula-based High Plains Films. But unlike many journalists, who didn't stick around long enough to get the whole story, Carr and Hawes-Davis hung around, letting their cameras capture the tales of years of secrets and lies. High Plains' latest project, Libby, Montana-set to be finished early this winter-is the result of 100 hours of tape rolled in Libby.

One of the film's characters, the transient obsessed with Libby as an apocalyptic epicenter, is right about more than just his retrospective prediction of a town gone nutty. His religious diatribes and High Plains' film both center on the same conclusion: Libby's story is bigger than just the town.

"He believes that Libby is the spot where the apocalypse will begin," says Carr. "The reason he works so well for us is because his thesis is basically the thesis of our film. Libby is symbolic of something greater. You could look at Libby and say this is a unique situation, this is a tragic story and it needs to be told. And you could just tell that story. But really our film is a parable for a much bigger story about our culture."

Hawes-Davis agrees: "I can't imagine a better symbolic example of the classic rural American company town that got totally abused by a multi-national corporation."

Neither Carr nor Hawes-Davis can remember exactly when they knew that their next project would be Libby. They agree the discussion began while driving back from filming El Caballo, having camped several nights beside a corral to document the plight of the captive wild horses of eastern Montana's Pryor Mountains.

Maybe the two can't remember exactly how the idea evolved because up until that point, they'd always worked on three to four projects at once. While one was shooting, the other was editing. Or both were shooting, both editing, and both hunting money for future projects. What they do remember is they knew the story, like all their projects, warranted coverage more complete than it got. It was important to them, and so they knew it would be important to others if presented in the right way, the High Plains way. They also felt confident that in Libby they had found a subject to catapult them to the next echelon of success. Libby, Montana will be, in its makers' estimation, their break-through film.

Part of the allure of High Plains' work is the intimacy the filmmakers develop with their subjects. During Killing Coyote, the filmmakers followed hunters across Wyoming in search of prey.

Carr and Hawes-Davis, both 35, didn't grow up wanting to be filmmakers. They didn't spend summers fooling around with dad's super 8 or renting and re-renting Casablanca and Citizen Kane. They picked up cameras to capture battles over the preservation of a threatened natural world.

Both Hawes-Davis and Carr were students at the University of Montana's Environmental Studies Program in the early '90s, but as they got close to finishing, neither was thrilled at the prospect of sitting down and typing a hundred-page thesis no one would read. So in 1992 and 1993, respectively and independently, each began filming documentaries in lieu of their theses. Hawes-Davis made The Element of Doom, about a mining company's environmental pollution in Missouri. Carr followed with Mining Seven-Up Pete, about a closer-to-home mining proposal on the Blackfoot. Neither was totally satisfied with the results, but both were encouraged.

As Carr explains it, the two had similar visions of creating movies that run against the grain of the typical environmental and wildlife documentary. They were disenfranchised with stale and predictable treatments of endangered species and threatened wildlife habitats. They wanted to make films that could deliver a message without force-feeding the audience a party-line moral.

"There are dozens of environmental film festivals across the county, there are tons of media outlets, our messages are out there. So why aren't our messages getting across?" asks Carr. "I think it's because we're preaching to people."

The two started High Plains Films in 1997 with the vision of creating less predictable, more complex environmental films. Unfortunately, the vision didn't come with equipment, expertise or money. They rented gear, slaved at side jobs, worked on shorts and contract gigs, and didn't feel much like filmmakers.

"I did a lot of temp work," says Carr with a smile. "I actually did a lot of temp work until very recently."

Hawes-Davis struggled alongside his partner. After three short documentaries, Southbound, Green Rolling Hills and The Paper Colony, the endeavor still wasn't profitable, and he didn't feel like he could present himself at cocktail parties as Doug Hawes-Davis, filmmaker.

"There's this place on your taxes where you have to fill in your occupation, and for a long time I didn't know what to write in there. At some point, I started writing in filmmaker," he says. "But it wasn't until my parents accepted that this was what I was going to do and came to a screening of Varmints, and there were a ton of people there. Then it dawned on me that this is what I am."

In 1997, the two began work on Varmints, their first feature-length documentary, wherein some of the trademark qualities of High Plains' films emerged. All their feature-length films are stylistically linked-with few exceptions, characters aren't identified until the end credits roll, and no narration is used. This makes a film like Varmints-an alternately humorous and nauseating view of the controversy surrounding the impact of prairie dogs on the Western landscape-less a solution to a problem and more a Russian doll of questions.

The film cuts between prairie dog hunters in action, U.S. government efforts to exterminate the animals, and sit-down interviews with sober and angry animal rights advocates. The film holds nothing back. For every cute and cuddly shot there are two of prairie dogs spinning head over heels, drilled with rifle bullets.

The film's debut in Boulder, Colorado, received a response that surprised the filmmakers. Outside the screening, animal rights advocates told people not to go in, saying the film allotted too much time to the prairie dog hunters' viewpoints. Inside, one of the film's central characters, prairie dog hunter extraordinaire Mark Mason, sat in the front row, loving it.

"He felt like he was at the Oscars," says former Sierra Club President Jennifer Ferenstein, who worked with the two on the film, travelling with them and setting up interviews. "I think it's a testimony to the quality of the film that they didn't manipulate him or make him feel belittled or put him in the position to be defensive, because they presented him as he was."

Hawes-Davis says that he was ultimately proud that Mason liked the film.

"My goal is certainly not to make a fool out of somebody. We don't want to do these intense character assassinations," he says. "But on the flip side, I wondered how successful we'd been if we had people who wanted to protect prairie dogs protest the screening of the show."

In each High Plains film, there is a character or collection of characters like Mason given time to present opposing views. Carr and Hawes-Davis decline to use narration to reply to the Masons; rebuttals come from other characters. The filmmakers believe this technique makes their films more even-handed. Ferenstein believes it's what separates a documentary from a propaganda film.

"I showed Varmints to my grandmother and my cousin who live in conservative ranch country in eastern Oregon," says Ferenstein. "I think they were both prepared to be highly skeptical of it. They thought it would be another piece of propaganda used to paint ranchers in a bad light. Because it was even-handed and Doug and Dru let people speak for themselves, they came away from it with a different opinion."

While Hawes-Davis has mixed feelings about the reactions the film provoked among animal rights activists, High Plains didn't stray from its formula. Killing Coyote-an investigation into the tens of thousands of coyotes killed in America every year-reinforced the High Plains' style. Killing Coyote bounces between hunters, ranchers, the U.S. Department of Agriculture Animal Damage Control division and animal rights advocates. Again, nothing is held back. In place of tumbling prairie dogs, Killing Coyote culminates in a montage of a dozen coyotes being shot one by one, spinning in hopeless circles looking for the source of the pain before collapsing to die.

Going into the film, the two worried about access, as they did while making Varmints. But again, hunters welcomed the filmmakers to tag along.

"Getting interviews with the hunters in Killing Coyote was relatively easy because they're not ashamed of what they do, and all we really did was show it as it was," says Hawes-Davis.

Ecology Center Director Tom Platt says that getting access to both sides of the issue is what distinguishes Carr and Hawes-Davis from typical filmmakers.

"They're trying to change the way people think about problems not by slanting the issues into one particular conclusion, but by interviewing people with viewpoints from across the spectrum," says Platt.

With Libby, Montana and their most recently completed film, 2002's This is Nowhere, the two may have strayed from animals as subject matter. But they've retained their style and their recurrent themes.

"Basically we make the same thing over and over again," says Hawes-Davis. "We make films about people and the natural world. That's what This is Nowhere is."

Devoid of animal activists, government officials and niche hunters, the movie focuses on RVers who spend their nights camping in Wal-Mart parking lots. The film manages to tackle Americans' relationships with nature, commerce, government and each other, all by examining life in a Missoula Wal-Mart parking lot.

Leaving animals behind, This is Nowhere has garnered more press than any previous High Plains' film. There were nibbles by HBO and a few national distributors, but ultimately, no bites. The attention has Carr and Hawes-Davis excited that they are close to breaking through. Breaking through to what, they're not sure, but they know the arrival will come with bigger audiences and bigger budgets.

What did the government do to prevent the tragedy in Libby? Not much according to High Plains' new film.

Carr and Hawes-Davis' perception of making it big has evolved dramatically over the years. As for many documentary makers whose main characters are often animals and natural landscapes, in the beginning, PBS was the Holy Grail.

"It used to be if we got something on the PBS national schedule we were made," says Hawes-Davis. "We still haven't even had that yet, but what we want has shifted. When over 200 people came to see Varmints and at the end they were clapping and cheering, it dawned on me that film festivals or theatrical releases might be a more attainable, and even more desirable, goal than some TV broadcast."

When people watch TV, they rarely plan their night around the programming schedule, says Hawes-Davis. People channel-surf, a practice he doesn't see as advantageous when films about prairie dogs or shopping center parking lots must compete against Jennifer Aniston and game show contestants eating bugs. But in a theater, the audience is captive. And Carr and Hawes-Davis have seen how their films can fascinate a theater full of people.

While the PBS national schedule is still a goal, the two are having more luck on the film festival circuit. Their films have been screened, and come away with a few awards, at the Vermont International Film Festival, the West Virginia International Film Festival, the Northwest Film & Video Festival, the Smithsonian's National Museum of Natural History and Missoula's own International Wildlife Film Festival-just to name a few.

Screenings and awards have generated good publicity, but nothing High Plains has done has led to big financing. It wasn't until recently that the two even made enough to pay themselves a salary. Right now, they get by selling stock footage to other filmmakers who need a shot of a lonely coyote or an ATV bouncing over the plains. What started as a supplemental income now keeps them afloat. But the income isn't enough to fund new projects.

To make This is Nowhere, they cobbled together $2,500 from KUFM-in return for which the station became a presenting affiliate-and a $2,000 grant from the Portland-based Fund for Wild Nature and began shooting, hoping what they had would get them through.

"We submitted a request to the National Endowment of Humanities for $185,000 for the film, and one of the responses we got was, 'I don't think the work can be completed for this amount of money,'" says Hawes-Davis.

When all was said and done, This is Nowhere was completed for $5,000 dollars.

"It's kind of hard to go to these film festivals and have people tell us that they are just poor documentary makers, and Doug and I are just standing there thinking, 'you have no idea,'" says Carr.

The duo say a typical budget for a film like Libby, Montana might be a quarter of a million dollars. But High Plains is only going to spend around $20,000. They make up the difference a few ways. First, they low-ball themselves when it comes to salary. Second, they buy next to no stock footage or expensive soundtrack music. Ned Mudd, a troubadour attorney based in Arkansas who volunteers his efforts, does most of High Plains' music. Third, many filmmakers rent equipment and crews for shoots, but High Plains does everything themselves with their own gear. Hawes-Davis says that some filmmakers will have a crew of a dozen people, including two or three camera operators, research assistants and even a crew member in charge of the soundtrack. With High Plains' productions, it's just Carr, Hawes-Davis and, on occasion, an extra camera operator. When finances are good enough, they hope to add more staff, like John Lilburn, who helped direct This is Nowhere for nothing.

Such a bare-bones crew means films can take longer to make-three years and counting in the case of Libby-but it's the only way for High Plains to get them made at all.

Like many of their films, Libby, Montana was started without funding. Eventually, they received a grant from the Walter L. Gross Jr. Family Foundation, but if the two had waited until the funding came through to start, they would have missed some of the most important parts of the story.

High Plains Films has been sheltered under the non-profit status of Missoula's Ecology Center since the film company's inception, but High Plains has never been funded by the Ecology Center, a resource "clearing house" for conservationists and public lands use watchdogs, says Center Director Tom Platt.

What the Ecology Center gets out of the deal is good publicity for the Center and issues important to it, but Platt sees a distinction between the two entities' missions.

"Their goal is to educate and inform the viewer of complicated issues," he says. "The Ecology Center's ecosystem defense work is much more a private dialogue with government agencies in an attempt to correct agencies' behavior. So the two are really pitched toward a different audience."

In the coming months, High Plains will sever ties with the Ecology Center and become part of an offshoot organization, the Big Sky Conservation Institute, along with the Center's Geographic Information Systems, which trains conservationists to use modern mapping technology. Platt says the reasoning for the split is to separate the controversial political and legal arm of the organization from the scientific and film arms.

After making the rounds at festivals for the last few years and making inroads with international distributors and broadcasters with each new film, Carr and Hawes-Davis have learned a few things. Perhaps most importantly, they need to ask for more money. Not just because the funds will allow them to make better films, but because no one takes them seriously when they say they only need $20,000 for a 90-minute feature.

"You ask people what Hoop Dreams is about and they'll say it's about basketball," says Carr. "But it's not about basketball. Those filmmakers found a way to tell the story of a culture in Chicago through basketball."

This is how Carr-as the film's director-has approached Libby, Montana.

The two were searching for a great environmental justice story, but they're sure they got more. Over the days and weeks spent in Libby, the two became as interested in the town-its culture, history and people-as in the mess W.R. Grace left behind.

Libby had been the biggest timber town in the inland Northwest for almost half a century, until, as the film was being made, Libby's last mill shut down in January of this year, putting 300 people out of work. During the handoff of power from former Gov. Marc Racicot to Judy Martz, the EPA moved in and Martz, after a few visits to Libby, was persuaded to designate the town a Superfund site. Amidst the government wrangling and economic hardships, Carr and Hawes-Davis unearthed countless stories of compelling local characters-each of which could be a film in itself.

While the two filmed, journalist and former Independent editor Andrea Peacock was finishing a book on Libby. Peacock and the High Plains drifters crisscrossed each other a few times, interviewing the same characters.

"A whole lot of people in Libby had to reexamine their values, which makes for interesting stories," says Peacock. "They had to make changes to their values, which is hard for anyone."

High Plains' film captures much of this painful change. In past films, they haven't shied away from eliciting strong emotional responses, but Libby reaches a new level. The shock doesn't come in quick bursts with frames of heaps of poisoned prairie dogs or piles of coyote carcasses with blood-matted fur. Libby's pain is duller and longer, with constant reminders of the sickness in Libby, like half a dozen interviewees chatting away with oxygen tubes up their nostrils.

As Carr and Hawes-Davis reflect back on the filming, the two volley the stories of each interview back and forth, finally reaching the beginning of the process, where the vein of emotion was first opened.

"One of the first interviews we had was with Alice Priest and I blew it," says Carr. "I blew the interview."

"No, you didn't blow it," reassures Hawes-Davis.

Priest's husband died of asbestosis, and now she's on oxygen-or "Grace," as she's named the machine she carries everywhere to keep her alive.

"We just sat down with her for a routine interview," says Carr.

"That was not a routine interview."

"I guess that's my point. Because I sat down to the interview and it was immediately really difficult."

"Her house was just this totally lonely place."

"And there was the sound of the oxygen tanks working."

"Yet it was totally silent in this place."

"And there was this raven or crow sitting outside the window on a branch. And I just lost my train of thought and couldn't ask questions.

Her husband had just died of asbestosis and she's just a great woman. She's very sweet, but talking about her husband just devastates her."

Both Carr and Priest froze a few minutes into the interview. Neither one was speaking or looking at each other. Hawes-Davis kept rolling tape and waiting for Carr to ask the next question, but it wouldn't come. Eventually, Hawes-Davis-the film's director of photography-backed away from the camera and asked Priest an entirely irrelevant question to relieve the silence. Carr gathered himself, and the interview went on.

The interviews that followed weren't quite so powerful, or maybe the two learned not to become so wrapped up in their subjects' personal struggles. As in all their projects, the two try to distance themselves from high-running emotions. But with Libby, they made sure not to distance themselves so much as to lose the story's intensity.

Libby was supposed to be finished almost a year ago, but the story kept expanding. The mill shut down, and the filmmakers went back. The EPA needed to do more cleanup, and they went back.

Additional interviews and stories led to more interviews and stories. Only over the last few months has the town quieted down enough for Carr to start editing.

While Carr edits, Hawes-Davis has begun the duo's next project-the Big Sky Documentary Film Festival. Scheduled for Feb. 20-25, 2004, at the Roxy Theater, the festival will showcase a cross-section of documentaries from all genres, styles, formats and production dates. Decades-old films will be shown alongside 2003 films, shorts next to features. The festival will be one of the few documentary festivals in the country not themed around a specific genre. Unlike the International Wildlife Film Festival, Big Sky will attempt to cater to dozens of different tastes with 60 submissions, ranging from the Wilco documentary I Am Trying to Break Your Heart to The New Americans, a film about modern immigrants by the makers of Hoop Dreams.

Hawes-Davis' only criteria for acceptance are that films must be beautifully shot and masterfully told, he says. Awards will be given for Best Feature Documentary, Best Short Documentary and Best Montana Documentary-The Big Sky Award. Hawes-Davis is still searching for more Montana-made films before the Dec. 1 submission deadline. He's also searching for sponsors.

Janet Rose, executive director of the International Wildlife Film Festival, thinks there's plenty of room in Missoula for both festivals.

"The genre of the International Wildlife Film Festival is so specific, it is its own world," says Rose.

"It think Doug's festival will only enhance the overall image of Missoula as a true film media center. Otherwise I wouldn't have been so delighted to have the Roxy host his festival."

Beyond the film festival, Hawes-Davis will teach a course through the Environmental Studies Program with Jennifer Ferenstein called "Documenting the Community" in the spring. In the meantime, Hawes-Davis will take El Caballo to the Hot Springs Documentary Film Festival in Arkansas later this month.

While Hawes-Davis multitasks-screening films and soliciting sponsors for the Big Sky Film Festival-Carr is hunched over the computer, flip-flopping scenes and editing stock footage of Reagan and Peter Grace shaking hands for Libby. He's not bitter that his partner is getting to do all the fun stuff while he sifts through more than 100 hours of tape. He's taking his time, knowing that Libby has the potential to be the team's biggest film yet.

"We've been told, 'this is an asbestos film and we know about asbestos and have dealt with asbestos,'" says Carr. "But the fact is that we have never really dealt with asbestos in this country. It's probably the most under-reported health problem in this country.

There is this whole issue about how millions of homes in America have asbestos in them."

Carr and Hawes-Davis know that the story of Libby touches millions of Americans whether they know it or not. The asbestos-contaminated vermiculite shipped from Libby is everywhere. It was in the World Trade Center, and it's in Hawes-Davis' attic.

They also know that based on subject matter, and their improving skills, the film will be their best, most universal to date.

"I think we're asking more difficult questions than we ever have," says Carr. "It's easy to show an animal being killed and then film someone reacting to that. It's much more difficult for people to look at themselves. We've always filmed culture looking at nature, culture looking at land. Now we're just directly filming that culture."