Directed by

David Mamet
Made by

Fine Line Features
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Read the complete plot summary and ending explained for State and Main (2000). From turning points to emotional moments, uncover what really happened and why it matters.
In the quaint town of Waterford, Vermont, chaos ensues as a troubled film production wreaks havoc on its residents. Initially based in New Hampshire, the crew finds themselves expelled due to the leading man’s troubling attraction to underage girls. Relocating to Vermont to continue shooting their film, The Old Mill, they discover that essential to their project—a working mill—has been lost to flames decades ago.
Undeterred, the film’s director, Walt Price, portrayed by William H. Macy, places his hopes on the inexperienced screenwriter, Joseph Turner White, played by Philip Seymour Hoffman, to transform the script in the face of adversity. However, White’s struggle with a seemingly endless bout of writer’s block complicates matters, calling into question the film’s future. Enter Annie Black, a thoughtful local bookseller, portrayed by Rebecca Pidgeon, who aims to inspire White during his creative crisis.
The production is not without its troubles: the leading actress, played by Sarah Jessica Parker, demands an outrageous $800,000 to fulfill her contractual nude scene, while the foreign cinematographer inadvertently angers the townsfolk by tampering with their cherished historic firehouse. Simultaneously, the leading man, Bob Barrenger, portrayed by Alec Baldwin, finds himself embroiled in a flirtation with Carla, a cunning local teen played by Julia Stiles.
As tensions mount, the situation escalates when Barrenger and Carla are involved in a car accident. This event becomes a pivotal moment for White, the sole witness, pushing him deeper into a personal dilemma and ultimately drawing him closer to Annie. Compounding the chaos, a powerful movie producer, played by David Paymer, arrives in town to assist Price in navigating the escalating turmoil rooted in their beleaguered production. This tale of creative struggle, community disruption, and unexpected romance promises a richly layered experience as the film unfolds.
Follow the complete movie timeline of State and Main (2000) with every major event in chronological order. Great for understanding complex plots and story progression.
Film Crew Ejected from New Hampshire
The troubled film production initially based in New Hampshire faces turmoil as the leading man, Bob Barrenger, gets involved in a scandal over inappropriate attractions. This controversy leads to the crew being expelled from the state, forcing them to search for a new location.
Relocation to Waterford, Vermont
Seeking to continue their work on *The Old Mill*, the film crew relocates to the quaint town of Waterford, Vermont. This change signals the start of a series of challenges that will not only test the crew's resolve but also impact the local community.
Discovery of the Missing Working Mill
Upon arriving in Vermont, the film crew learns that a critical component of their project, a working mill, has been lost to flames decades prior. This discovery poses a significant hurdle for the director, Walt Price, as he struggles to keep the production moving forward.
Joseph White's Writer's Block
In a bid to salvage the project, director Walt Price relies on the inexperienced screenwriter Joseph Turner White. However, White grapples with writer's block, leading to a crisis of creativity that threatens the film's direction and future.
Annie Inspires Joseph
As tensions escalate, local bookseller Annie Black steps in to provide support and inspiration to Joseph White during his creative struggle. Her help becomes a vital pivot for White, who begins to confront his limitations and draw inspiration from his surroundings.
Leading Actress's Outrageous Demands
The production faces another setback when the leading actress demands an extravagant $800,000 to fulfill her contractual obligation for a nude scene. This financial strain creates further problems for Walt Price and the film's viability.
Foreign Cinematographer's Faux Pas
Tensions rise in Waterford when the foreign cinematographer inadvertently angers locals by tampering with the town's cherished historic firehouse. This act of insensitivity escalates conflicts between the crew and the residents, impacting local morale.
Bob Barrenger's Flirtation with Carla
Amidst the chaos of production, leading man Bob Barrenger begins flirting with Carla, a local teen. This relationship causes further complications and drama, intertwining the lives of the cast with the community's youth.
Car Accident Involving Barrenger and Carla
The situation escalates dramatically when Barrenger and Carla are involved in a car accident. This pivotal moment leaves Joseph White as the sole witness, deepening his internal conflict and drawing him closer to Annie.
Arrival of Powerful Movie Producer
In response to mounting difficulties, a powerful movie producer arrives in Waterford to assist Walt Price in managing the chaotic situation. His presence brings an additional layer of pressure but also potential solutions to navigate the film's troubled production.
Community Reaction to Film Production
As the film crew continues to disrupt daily life in the town, the local residents express mixed feelings about the filmmakers. This tension between the community and the crew highlights the broader themes of disruption and coexistence.
Joseph's Transformation
Throughout the tumultuous production journey, Joseph Turner White undergoes a transformation, evolving from a struggling writer to someone who begins to capture the essence of creativity. His relationship with Annie enriches this arc, providing fresh perspectives.
Final Push for Production
In the face of numerous challenges, the crew rallies for a final push to complete the film. The blend of creative struggles, local dynamics, and personal connections culminate in a dramatic showdown that reveals the film's true heart.
Community Embraces the Film
As the film concludes its shooting in Waterford, the initially skeptical community begins to embrace the production. The shared experiences and interpersonal connections forged during the process help bridge the gap between the crew and the townsfolk.
Explore all characters from State and Main (2000). Get detailed profiles with their roles, arcs, and key relationships explained.
Annie Black (Rebecca Pidgeon)
Annie is a thoughtful local bookseller who seeks to inspire the struggling screenwriter, Joe. Her nurturing nature and creativity offer a counterbalance to the chaotic film crew's presence. Through her interactions with Joe, she embodies the spirit of community and emotional support, pivotal for his personal and creative growth.
Joseph Turner White (Philip Seymour Hoffman)
Joe is an inexperienced screenwriter grappling with writer's block at a critical juncture in the production. His journey reflects the challenges of creativity and self-doubt, making him a relatable protagonist. Joe's interactions with Annie serve as both a source of inspiration and conflict as he seeks to overcome his obstacles.
Walt Price (William H. Macy)
Walt is the determined film director who is trying to keep the production afloat despite mounting challenges. His frustration and pragmatism represent the burdens of leadership in creative industries. As he navigates the chaos around him, he must make tough choices to ensure the film's success.
Learn where and when State and Main (2000) takes place. Explore the film’s settings, era, and how they shape the narrative.
Time period
The film does not specify a distinct time period, allowing for a timeless feel that emphasizes the universal themes of creative struggle and interpersonal conflict. This ambiguity helps to focus on the characters' cinematic journey rather than the constraints of a particular era.
Location
Waterford, Vermont
Waterford is a quaint town in Vermont that serves as a picturesque backdrop for the film's chaotic production. Known for its charming community and scenic landscapes, it becomes a canvas for the disruptions caused by the film crew. The town's serene setting contrasts with the turmoil that unfolds as locals react to the film's presence.
Discover the main themes in State and Main (2000). Analyze the deeper meanings, emotional layers, and social commentary behind the film.
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Creative Struggle
The film explores the challenges faced by creators in the film industry, particularly through Joseph Turner's writer's block. It highlights the pressure to produce quality content amidst personal crises and external chaos. The theme resonates with anyone who has encountered hurdles in their creative endeavors.
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Community Disruption
As the film crew descends on Waterford, the local community is thrown into disarray, showcasing the clash between Hollywood ambition and small-town life. Residents' frustrations with the production's impact reflect broader themes of how outsiders can disrupt a close-knit community. This theme emphasizes the importance of balancing progress with the preservation of local culture.
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Unexpected Romance
Amidst the chaos, a budding romance springs between Joe and Annie, weaving personal relationships into the narrative of professional endeavors. Their connection highlights the idea that love can grow even in tumultuous circumstances, adding a layer of warmth and emotional depth to the story. This theme suggests that human connections can emerge from the strangest of situations.

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Discover the spoiler-free summary of State and Main (2000). Get a concise overview without any spoilers.
In the sleepy village of Waterford, Vermont, the rolling hills and historic storefronts have long provided a quiet backdrop for the townsfolk’s everyday rhythms. The arrival of a high‑budget film crew shatters that calm, bringing bright lights, clanging equipment, and a whirlwind of ambition that collides with the town’s understated charm. The setting feels simultaneously bucolic and on the brink of chaos, a place where the scent of pine mixes with the faint ozone of cinema, prompting both curiosity and unease among residents.
At the heart of the production is Walt Price, a seasoned director whose vision balances on the edge of desperation and hope. He entrusts the screenplay to Joseph Turner White, a talented but beleaguered writer wrestling with an elusive muse. The cast includes a demanding leading actress whose expectations test the limits of the budget, and Bob Barrenger, a charismatic star whose presence ignites both admiration and tension. Adding to the mix, the foreign cinematographer brings an artistic eye that unintentionally brushes against local sensibilities, while Carla, a sharp‑witted teenager from the town, finds herself drawn into the orbit of the production’s glamour.
Among the locals, Annie Black runs the town’s beloved bookshop, offering quiet refuge and unexpected insight. Her encounters with White become a subtle catalyst, hinting at a connection that could bridge the gap between the film’s frantic energy and Waterford’s steady pulse. As the crew sets up their elaborate sets and negotiates the practicalities of shooting in a real community, a delicate dance unfolds between professional ambition, personal desire, and the unspoken rules of small‑town life.
The tone of the story sways between light‑hearted satire and earnest drama, painting a portrait of creative struggle set against a picturesque New England canvas. The juxtaposition of glossy Hollywood aspirations with the town’s grounded authenticity creates a fertile ground for humor, tension, and the promise of unlikely alliances—all waiting to emerge as the cameras roll.
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