As Carlos shakes off one of his attackers, another gangbanger—a tall, skinny kid named Travis Stevenson, with long hair drawn up in a bush over his head—busts out laughing.

“Stop, stop,” comes a voice from the classroom. The director—a guy in khaki shorts and a white baseball cap—shifts in his chair, balancing a portable video monitor the size of a clock radio in his palm. All the gang members stand at attention. Only Travis keeps smiling.

“You see how messy you guys got?” the director says, indicating the white tapelines on the floor where each of the gang members is to stand. “Do it again.”

The gang moves back into the hall, as if on rewind. They disappear around the corner. Carlos settles back into place, unaware. A film crew—some professionals volunteering their time, others teenage kids who have never seen a movie set before—shifts into position. Once again, the gangbangers jump Carlos, pin him and drag him through the doorway. And once again, Travis grins when they struggle inside the door.

This time, the director is not patient.

“If we can’t get through this take, we’re cutting some gang members,” the director says. He doesn’t yell; he doesn’t have to. It’s the tone a coach uses just before someone gets booted off the squad. As if sensing some recalcitrance, the director adds, “You should thank me for stopping it. A year from now, you’re gonna be watching this at the premiere, and you’re gonna have your friends and family there. And I don’t want you looking silly.”

Travis does not dare smile. Embarrassed, he files back out with the rest of the kids playing gang members. They move back into place, just out of sight. Carlos takes his stance in the hallway. Everybody tenses up for the shot and watches the director.

“Go,” the director says.

This time, the gang members barrel through the doorway. Elbows fly, Carlos resists. He shakes off one attacker, throws him to the side. The others rock back on their heels, ready to throw down. Lou Chanatry, a cinematographer with several feature credits, hustles a handheld digital camera through the melee. When the camera stops, it pulls in tight on one subject: the completely unsmiling, I-will-never-smile-again face of Travis Stevenson. In close-up, in the room’s shaded light, it is the face of a stone-cold thug. A star is born.

It’s the director’s turn to smile. He shows the video monitor to the kids and crew standing nearby. “Did you see that?” he asks an observer, grinning. “That was great.” Dantriel McWilliams, co-director of the Preston Taylor Club, grins along with him. The only person not smiling is Travis—and as soon as he sees that everything’s cool, he’s back to being himself.

The director’s name is Craig Brewer. Many people want his attention these days, ever since his film Hustle & Flow emerged from Sundance 2005 with enormous buzz and the festival’s biggest distribution deal in a decade. The movie went on to win an Oscar for best song—the immortal “It’s Hard Out Here for a Pimp”—and it gave the Memphis-based filmmaker the clout to make a follow-up, an erotic drama called Black Snake Moan with Samuel L. Jackson and Christina Ricci. (Already generating some controversy, it comes out in February.)

But for three sweltering days, in a stuffy gymnasium and stifling heat, kids who live in and around a Nashville housing project had one of the hottest new directors in Hollywood all to themselves. And while he might have been the shot-caller on set, the words, the performances and the story were theirs.

Just a short walk downhill from the Preston Taylor YMCA, down a shady sidewalk, is a bridge. It connects both sides of a rocky, trickling creek. On one side is the Y, situated on a street leading blocks away to the Tennessee State University campus. On the other is a grassy slope that leads up to a chain-link fence. Beyond that is the newly rebuilt Preston Taylor Homes, a housing project that has occupied this hill for a half-century, in one form or another.

“I was born and raised in Preston Taylor Homes,” says Davontae Rucker Jr., 15, a quick, rambunctious kid with a motormouth rap worthy of his favorite actor, comic Mike Epps from the Friday movies. “I live just up the street.” He lives with his mother and a large family that includes his older brother, Victor Davis.

Victor, 17, is focused and ambitious. He says his Sigma Psi Omega membership at Pearl-Cohn has taught him “to be a leader.” Even though his showbiz experience, thus far, has been limited to playing a Munchkin in a local production of The Wiz, he talks about movies like someone who studies them. He recites plot points from an obscure gang thriller called Blue Hill Avenue as if he had written the script. “I want to be in music, business, movies, an entrepreneur,” Victor says. Addressing a camera, he puts it plain: “I’m a visionary.”

Davontae, by contrast, goes to the movies Friday nights at Opry Mills strictly for the ladies. “You get a female, you get there in the dark, and that’s all you do, is freak on ’em,” he says, head cocked, riffing a mile a minute in a white cinderblock hallway inside the Preston Taylor Y. If Hollywood comes calling, so be it: “I’m gonna be there in the VIP lounge, kickin’ back, eatin’ cornbread and chicken.”

He might get his chance. For a month this summer, Davontae and Victor participated in an unusual community outreach program that teaches inner-city Nashville kids how to write, enact and shoot their own films. Sponsored by the Nashville Film Festival, which will show the completed film and a making-of documentary next year, and supported by grants from the Tennessee Arts Commission and the Memorial Foundation, the program amounts to a filmmaking boot camp. After four tedious, sometimes contentious, ultimately exhilarating weeks of preparation, the kids can do the same thing as Craig Brewer, Spike Lee or Steven Spielberg: make their own movies.

“When they get through, it’s real to them,” says Julie Alexander, a local actor and theater director who heads up the project. She has made two previous films at the Martha O’Bryan Center, with kids from East Nashville’s James A. Cayce Homes. “They can go to Home Depot and get some lights, and get cheap cameras, and they can tell their own stories.”

Davontae and Victor live close to what was once the most dangerous housing project in the city. Named for one of Nashville’s early black millionaires, the first Preston Taylor Homes complex was erected in 1954. By century’s end, it had the most crime of any Nashville housing project. It was razed in 2001 and replaced with single-family, mixed-income homes. Today, small, bright pastel houses can be seen through the chain-link fence atop the hill.

The concrete pedestrian bridge that connects the Y to Preston Taylor’s side of the creek is hard to see, thanks to a dense thicket of Christmas honeysuckle, grapevine and brush. In daylight hours, this makes it a place of seclusion and peace. At night, the cover makes it one of the most dangerous places in the area—a place where business and beefs can be settled, where no one can see. Dirt paths snake through the underbrush to the tunnels under the bridge; crack vials have been found in the rocks below.

And yet local gangs, who use the bridge as a meeting ground, evidently recognize it to some degree as something worth respecting. Although the concrete surface is an easy target, not a single gang tag defaces it. In what is apparently an unwritten code, graffiti is restricted to the tunnels below, out of sight.

On his side of the bridge, Dantriel McWilliams helps supervise some 180 kids a day, including Davontae and Victor, as part of the Preston Taylor Boys and Girls Club’s summer program. A large man who can shift demeanor as needed from good-natured uncle to stern peacekeeper, McWilliams spends the summer devising ways to challenge, educate and entertain a tough audience. He estimates that “90 percent or more” of the kids come from single-parent homes, and they’re used to adults disappearing from their lives. Their trust doesn’t come easily.

As Julie Alexander observes, these are not kids who are afraid of authority figures. Craig Brewer just laughs.

“Sam Jackson isn’t afraid of authority figures,” Brewer says, standing in the Preston Taylor Y’s long hallway just before filming the scuffle with the gang members. “[Hustle & Flow star] Terrence Howard isn’t afraid of authority figures. Whatever they throw at me, I can throw back harder. I’ve got a thick skin.”

Throughout the month leading up to the shoot, a thick skin would come in handy for everyone involved. Julie Alexander and Jeremy Childs, the veteran Nashville actor serving as her co-creative director, laid down ground rules when the project started the first week of June. One, only one person speaks at a time. Two, respect each other’s ideas.

Footage of the rehearsals, shot by Nashville filmmaker Mike Quinones, shows those rules flying out the window fast and often early on. Even naming the characters produced an uproar among the 40 or so kids who joined up. Alexander passed a hat around the classroom and had everyone drop in a name, which would be drawn to fit a character. The first name drawn was LaQuesha.

The girls in the room shrieked: “That’s too ghetto!” Alexander asked if that was really a “ghetto” name. “Ghet-to!” came a chorus in reply. Did it matter? Alexander asked. “We don’t have to act ghetto,” replied a girl on the front row. (Evidently it did matter, as half the room wrote “Bob.”) Explain to me what “ghetto” means, Alexander responded. “Miss Julie,” another girl sighed, “we’ve got a lot to teach you.”

Eventually, the group sessions produced a story. It was Victor Davis who suggested a plot about a gang member whose girlfriend wants him to get out. His brother Davontae, who had mostly stayed silent in the background, perked up. The chance to play a gang leader was too good. “I know who the gang leader is,“ Davontae said. “I know who the gangs are.”

The backdrop of a steppin’ contest—a competition of clapping and stomping in unison, broken up by complicated step-clap combinations and dance moves—was added, and the movie had its title: “Steppin’ in the Hood.” Then came the casting process, which nearly derailed the whole project.

The trouble started when the kids broke up into three groups to vote on who should play which parts. It sounds democratic, but there’s a reason theater companies are not a democracy—especially where teens are involved. Word came back to one group that a girl in another had dissed someone else. Names were called, sides taken, and Alexander watched in amazement as her film project came one shove away from all hell breaking loose. She called for one of the center’s counselors.

The wiry, patient counselor, who looked scarcely older than the kids, listened as a girl identified the participants as “me, him and her.” He shook his head. “Y’all been here three weeks, and you’re still sayin’ ‘me, him and her’?” On the sidelines stood Davontae, furious. When a girl criticized Victor’s audition for the lead role—it went instead to Carlos Brown—Davontae took it as hatin’ on his brother. Finally, the counselor just looked at everyone present.

“Y’all are gonna see all this nonsense in the movie,” he said, “and feel so stupid.” The words sunk in. The group had gotten so used to Quinones, who was shooting the making-of doc, that they’d forgotten he was filming the whole time.

But Quinones was struck more by a subtle transformation happening within the group. “When I came in [to the project],” he said, “the whole room was spread out. Kids were over here, kids were over there. They’re coming together.”

If the kids were bored by the early writing process—during one fruitless session, a girl moaned, “I feel like I’m in school”—they perked up once they began to improvise and hammer out the script’s details. The concrete bridge would become a location, for authenticity. Dialogue was polished: the line, “We been down since 24s on a Cadillac,” was changed to, “We been down since we were grasshoppers,” for the benefit of the Escalade-impaired.

Davontae, cast as the gang leader, balked when he found out that he would merely give Carlos’ character a beatdown at the bridge when he wanted out of the gang, not kill him. “That’s not real life,” he said. But when Alexander suggested a complicated backstory—that the characters had grown up together, come from the same ’hood—he shrugged. He knew the rules of the street; he was getting used to the rules of the set. “You know, it’s a movie,” he said.

By the time Craig Brewer arrives, on a Thursday afternoon, the kids have their lines memorized. Drew Langer, a Nashville filmmaker serving as his assistant director, had done a heroic job lining up a crew of professional mentors. Throughout practice, the kids remaining in the core group introduce themselves for Quinones’ camera.

There’s Jasmine Davidson, 15, a student at the Nashville School for the Arts. “Acting is my major,” she says, cheerily; her favorite movie is The Color Purple. Tikeya Jordan, 15, tells the camera she “gets everything I want when I want it.” Shay Moore, a petite, doe-eyed McGavock 10th-grader who barely comes up to Quinones’ chest, practices the step choreography with three other girls. Kids tell Brewer they’ve seen Hustle & Flow, and make him laugh by adding, “on bootleg.”

Brewer, like the kids, owed his presence to the Nashville Film Festival. In 2001, Brewer arrived at the festival with his first movie, a no-budget drama called The Poor and Hungry. The story of a Memphis car thief who glimpses a different life through a cellist, Brewer shot it for $20,000 on a pawnshop camcorder. The money was his inheritance from his father, who died shortly after suggesting Brewer shoot his long-deferred first feature on video.

That year, Brewer took home three of the NaFF’s biggest prizes, which he credits with starting his career. This year, he returned as a visiting star, granting an interview to a paying audience. Alexander saw him at a party, and on a whim she asked if he’d consider serving as guest director for her project’s next short film. She didn’t expect his reply: “Absolutely.”

“If I could go back in time, I’d be making movies all the time,” Brewer says during a break in researching his next feature, Maggie Lynn, a country music drama set in Nashville. (After Hustle & Flow, which concerned rap, and Black Snake Moan, which has a blues backdrop, he considers this part of a series about Tennessee’s native music.) He worked with a similar program in Memphis, Echoes of Truth, and felt energized working with kids who were—like him, shooting his first feature—poor and hungry.

“It was advice my father gave me,” Brewer says. “ ‘Young people shouldn’t fear big things.’ “

At the start of filming, Brewer sat all the kids down in the gym and crouched down to talk to them at eye level. He told them about his father, about The Poor and Hungry, about the path that led him to Sundance and the Oscars. He told them he would see them through the shoot, and that the payoff would be a year from now, when they saw themselves on the screen at Green Hills with their families and friends in the audience. “I will keep you from looking silly,” he said.

And he did. He demanded multiple takes only if something wasn’t working. “You see how fast it’s going?” he asked an observer at one point. “With Sam [Jackson] or Terrence [Howard], I don’t want more than two takes. I don’t want to get in the editing room with 50 takes.” He showed the kids how to think like an editor on the set, composing a master shot, then moving in for close-ups and over-the-shoulder shots. Outside, he asked who wanted to be a director, then took Jibri Jones, 15, to the bank overlooking the bridge. He showed Jibri how to frame the shot, teaching him to make a viewfinder of his thumb and forefinger—the universal sign for director.

With Davontae, Brewer keeps up a running patter all weekend, after the kid tries to hustle Ludacris’ cellphone number off him in exchange for some Corn Pops. But he’s impressed. “He wanted to listen,” Brewer says. “That got me interested.” On camera, Davontae is controlled and charismatic. By the end of the shoot, Brewer tells him, “The camera loves you, Davontae. And I think you love the camera even more.”

By 5 p.m. Saturday, as the shoot is winding down, emotions and tempers on the set are high—“same as any film set,” Brewer says. The steppin’ finale runs too long, and the Preston Taylor Y’s gym is so uncomfortable the girls fan their blouses. Brewer personally has to placate angry parents who wonder why their kids aren’t finished. But when the last shot is called, there are sweaty hugs all around. The director passes through the heavy doors at the Y’s entrance, and he’s gone.

Five days later, the kids meet for the last time with Julie Alexander as a group at the Preston Taylor Y. They start out in a room marked “Computer Lab” that consists of some Dell computer boxes and a Powerade vending machine, then move to the gym. In looping red letters on the wall, a word ends in a firework-like burst of color: “Create.”

Mike Quinones pans his camera past the kids, and one by one they offer messages they want Brewer to remember. “If you ever need a little kid in Nashville, look me up,” says Jeremy Garrett, 13. “You’re supercool,” says Rachel Moore, the soft-spoken female lead, eating a bag of BBQ peanuts. “I’m gonna try to be a movie director,” Victor says. Davontae hogs the camera as usual. On a slip of paper, a kid writes, “I learned that I could do something besides basketball.”

In a Hollywood movie—a Jerry Bruckheimer joint—this would be the part where the credits reveal how everybody’s life was changed by the experience. But across the bridge from the Preston Taylor Homes, there are no easy futures. Just two months ago, Victor Davis says, he lost a friend to a drug-related killing. “He was a big brother to me,” he says, quietly. Julie Alexander worries about Davontae’s fascination with gangs. Tikeya Jordan recently called Alexander on her cellphone with a pointed question: “Will I see you again?”

The answer is yes—certainly nine months from now. They’ll all be in an auditorium in the Green Hills megaplex at the Nashville Film Festival, a city and a world away, with a full house waiting to see their film. Their friends will be there, and their family will be there, and they won’t look silly.

“People come in and out of their lives all the time,” Julie Alexander says. “I don’t want to just walk in for a month and walk out of their lives. I’d like to see where they are five or 10 years from now.”

There’s a movie in there somewhere.