The world became aware of Karen Silkwood, a 28-year-old Oklahoma plutonium plant worker, after she was killed in a mysterious car accident in 1974 while on her way to meet with a New York Times reporter to blow the whistle on dangerous working conditions at the plant. Hers was a highly intriguing story that many people in Hollywood believed would make a compelling film. One of the first names attached to make such a film was actress Jane Fonda. However, when she became involved with another (excellent) film about a nuclear power plant produced by and co-starring Michael Douglas, The China Syndrome (1979), she let the project go.

In the early 1980s, the TV movie division of ABC Motion Pictures owned the rights to Karen Silkwood's story, and Academy Award-winning director Mike Nichols (Who's Afraid of Virginia Woolf? [1966], The Graduate [1967]), was interested in directing it. Working with 20th Century Fox, Nichols began putting the project together. The film would be something of a comeback for Nichols, whose last two pictures (The Day of the Dolphin [1973] and The Fortune [1975]) had been box office duds. It had been eight long years since he had made a feature film.

Nichols hired Nora Ephron to write the screenplay. Ephron, who would go on to write the modern classic When Harry Met Sally (1989) and direct several successful films including Sleepless in Seattle (1993), had no feature film credits under her belt at the time. She was a well-established journalist and humorist who had begun her career as a reporter for the New York Post, and the subject matter surrounding Karen Silkwood was about as far removed as one could get from Manhattan for such a quintessential New Yorker. "I was very perplexed," she told the Chicago Tribune in a 1990 interview, "because I was extremely, freshly divorced, with two infants and I couldn't figure out how I could get to Oklahoma to do the amount of research that needed to be done."

To help solve her dilemma, Ephron brought her friend Alice Arlen, a former Chicagoan, on board to co-write the screenplay with her. "I thought of Alice," said Ephron, "because I'd read a screenplay of hers I liked and I knew she knew all about the Silkwood case because she's involved in the National Resources Defense Council and causes like that."

Arlen was thrilled to have such an opportunity. "Nora said, 'I know you're from the middle of the country-you surely know a lot about Oklahoma.' I said, 'Oh, sure.' Needless to say, I'd never been there. But I did a lot of research, we wrote the script."

Both talented neophyte screenwriters knew that their backgrounds as journalists and reporters would help inform the subject matter. Plus the fact that they were women would bring a valuable female perspective to a story that revolved around a complex woman character. "We had the best time writing this," Arlen told the Los Angeles Times. Ephron added, "Like any reporter, you start feeling guilty at some point because you're thinking, this is a fabulous story and yet, someone's dead."

Soon, actress Meryl Streep signed on to play the title character. At the time, Streep was already well on her way to earning her reputation as the world's greatest living actress. She had already won an Academy Award as Best Supporting Actress for her work in Kramer vs. Kramer (1979), and she had been nominated two other times for The Deer Hunter (1978) and The French Lieutenant's Woman (1981). When she became involved with Silkwood, Streep was still in the midst of shooting the haunting Holocaust drama Sophie's Choice (1982) that would bring her her second Oscar, this time for Best Actress.

Karen Silkwood would be a new kind of character for Meryl Streep. At that time, she had played a host of diverse characters, but no one like the blue collar Oklahoma plant worker Silkwood. "It's the kind of character I haven't done before," said Meryl according to Diana Maychick's 1984 biography Meryl Streep: The Reluctant Superstar. "She's a small-town Texas girl who has been displaced to an Oklahoma factory to produce fuel rods for a nuclear plant...She is a lot like me, my real personal self. She has a lot of humor, is a little sassy, gets a lot of people mad at her, and she does what she believes she has to do."

In 1983 Streep told American Film magazine that she was attracted to the challenge of playing such a role. "What I liked about Karen," she said, "was that she wasn't Joan of Arc at all. She was unsavory in some ways and yet she did some very good things. This doesn't feel like an antinuclear movie. There are lots of those around, and I've stayed away from them quite purposefully because I don't like polemics. This film is more complicated, it seems to be, and evenhanded in a funny real-life way." In a 1984 interview with The Observer Streep added, "She was full of contradictions. She loved her children and yet she left them. That bothered me and I made up reasons for myself to explain why she did it, and I can sort of see why. Emotionally she was quite unstable. She was on to Kerr-McGee about safety, yet sometimes she smoked dope and popped pills on the job."

The character of Karen's co-worker and roommate Dolly Pelliker was written as a composite of several different people in Karen's life. It, too, was an excellent multidimensional part that many actresses would have been thrilled to land. Mike Nichols decided to make a very unconventional casting choice for Dolly by going with iconic entertainer Cher.

At the time, Cher was known primarily as a television personality and one half of the famed singing duo Sonny and Cher. After years of success with their TV variety show, the pair had split up and gone their separate ways in 1977, forcing Cher to carve out a new future for herself. She embarked for a time on a successful solo career, headlining venues in Las Vegas. Known for her outrageous Bob Mackie-designed stage outfits and eye-popping glamour, Cher was getting burned out with the grind of the nightclub circuit and was in desperate need of money following her lengthy divorce battle with Sonny Bono that left her with few assets.

Cher had wanted to test the waters as a serious actress for some time to see if she could move her career in a new direction. Most directors, however, would not take her seriously. Robert Altman (MASH [1970], Nashville [1975]), however, finally gave her a chance by casting her in the 1982 Broadway production of the play Come Back to the Five and Dime, Jimmy Dean, Jimmy Dean.

It was at one of the matinee performances of Jimmy Dean that director Mike Nichols was present, although Cher didn't know it at the time. Nichols was so impressed with her performance that he went backstage afterwards to tell her so. "Two minutes after I reached my dressing room," recalled Cher in her 1998 book The First Time, "there was a knock on the door. I never wanted to be told who was in the audience-I didn't want to know until it was over. I had no idea that Mike Nichols had snuck into the matinee, and now there he was. Years before, I'd met with Mike to talk about a part in The Fortune, and he had said no to me. And I said to him, 'You know what? I am talented, and one day you are going to be so sorry.' And I walked out of his office in a huff. Now Mike was in my dressing room, and he said, 'Do you want to make a movie with me and Meryl Streep?' I'm not sure which I lost first, my hearing or my vision. Somehow I managed to say something like, 'Sure.'"

Cher was over the moon. "I had busted my butt in L.A. for eight years to get work and no one wanted to know me," she told People magazine in 1984. Nora Ephron called the choice of Cher "extremely high-risk casting," but Nichols had faith that she would do something special with the role, and Cher wanted to prove him right.

Rounding out the main cast was Kurt Russell as Karen's live-in boyfriend and co-worker Drew Stephens. Craig T. Nelson, Ron Silver, Diana Scarwid, Sudie Bond and Fred Ward were also added to play key supporting roles.

To prepare for her role as Silkwood, Meryl Streep spent time with Karen's real-life boyfriend at the time, Drew, whom she found "quite forthcoming." In 1983 she told Roger Ebert, "I didn't try to turn myself into Karen. I just tried to look at what she did. I put together every piece of information I could find about her, all the legal hearings and depositions and appeals. I talked a lot with Drew Stephens, who was her lover. I met with her dad. And basically what I figured out is that everybody has a different impression of you. Your lover, mother, coworker, all have these carrying and contradictory impressions, and what you get is not the portrait of one person, but of three or four. What I finally did was look at the events in her life, and try to understand her from the inside."

For weeks, Cher was "two feet off the ground" with elation at her upcoming job on Silkwood. However, as the time drew closer to the actual shoot in Texas, she began to have doubts. "It was only when I began packing to go to Dallas and start the film that I realized how ridiculous this was," said Cher. "I started unpacking. My sister was with me, and she said, 'What's the matter?' 'I can't go,' I said. 'I can't go and make a movie with Meryl Streep.' I had seen The Deer Hunter and Kramer vs. Kramer, and I thought there was no actress working who compared with Meryl. No one else wore their characters like a second skin, made them so completely alive. She was simply better than everybody else-and how could I possibly share the same screen with her?' [My sister] was putting my clothes back in the bags while I was taking them out. She tried to reason with me: 'If they didn't want you, they wouldn't have asked you.'"

"'I know that, but what am I going to do when I get there? I'm not good enough to act with her.' And my sister said, 'They want you. Just go.' So I went, scared to death, but I went."

by Andrea Passafiume