For 2 1/2 months last fall, director Steve Kloves and a hardy crew traveled the sparse west Texas plains filming what the cast jokingly called the "Motel 6 Tour of Texas." But for Kloves, born in Austin, shooting "Flesh and Bone" wasn't a hardship, it was a nostalgic adventure.

"I grew up staying in those motels, and things always fascinated me, like would there be a cheesy Magic Fingers thing on the wall," Kloves, 33, says on the phone from Los Angeles. "And the variety of people who stay in these motels is extraordinary - from families to traveling salesmen to killers to people on the run from bad marriages. There's something about them that just gets in your blood."Many of those characters pop up in "Flesh and Bone," Kloves' chilling, backwoods drama about a son haunted by his murderous father. Based on a sketch Kloves wrote as a teenager, the film stars Dennis Quaid as Arlis, a traveling vending machine supplier trying to escape his past, and Meg Ryan as Kay, an abused wife he rescues en route. James Caan plays the charming father/villain who tries to lure Arlis back into crime.

"Flesh and Bone," which opened Friday, is Kloves' third movie. At 21, he wrote the screenplay for "Racing With the Moon." And with no film school training, he went on to write and direct "The Fabulous Baker Boys," which starred Jeff and Beau Bridges as sparring, piano-playing brothers and Michelle Pfeiffer as their vampy chanteuse.

Although the setting for "Flesh and Bone" is vastly different from "Baker Boys," the two movies do share a dark tone, and both delight in the foibles of their flawed characters.

An avid reader, Kloves credits the work of William Faulkner and Flannery O'Connor as influences.

"I love Southern fiction, and a lot of my ideas about character and storytelling come from being exposed to literature as a kid," Kloves said. "I'm very interested in the way people live their lives. I don't like books or movies where there's a cardboard approach or you just label someone and say, `Oh, he's a plumber, he's a sports reporter,' and there's no evidence to back that up. I love the tiny details."

After only three films, Kloves is already developing a reputation for making the kind of intricate movies that set sequel-happy Hollywood executives shaking in their designer loafers. Despite the modest success of "Baker Boys," which was nominated for four Oscars, Kloves encountered a chilly reception when shopping "Flesh and Bone" in spring 1992. Studios such as Warner Bros. and Disney were especially wary of the movie's grim ending.

"The one studio in town that had no problem with the ending was Paramount. But other studios would give me casting suggestions, which is a polite way of passing. They would say, `If you get Kevin Costner, if you get Michael Douglas, if you get Mel Gibson . . . we would make the movie.'

"The problem with that was, besides all those guys being wildly inappropriate, it suddenly became a $40 million movie, which was not what we wanted to make. But that was the same with "Baker Boys"; no one wanted to make that, either. Four years went by, and I sort of held in there with the script and didn't do anything else."

With Paramount's backing, Kloves secured a $19 million budget for his grim little thriller, and pursued Quaid for the part of Arlis. Ryan, fresh from "Sleepless in Seattle," came aboard soon after.

Kloves wasn't skittish about working with a family unit, having used the Bridges brothers in "Baker Boys."

"I honestly didn't think about them being married on the set because I deal with actors individually. So I would talk to Dennis and then talk to Meg. And I asked them not to talk too much about the movie when they went home because I like character secrets.

"What we wanted to do is to make sure that no one felt a married couple on screen. You didn't want to feel, `Oh, look, there's Dennis and Meg.' And it's not too hard with them because they're really not out there doing the cover of People magazine and things like that."

For the part of Roy, Arlis' sinister father, Kloves was determined to hook longtime idol James Caan.

"I was a fan of Jimmy's, and I wanted someone with a physical presence on the screen. Jimmy had done nine years of rodeoing in Abilene and Amarillo, and he's very close to guys I encountered in Texas. There's that surface charm."

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In fact, Caan often surprised Kloves with his insights into Roy's character.

"He would go into these 10-15 minute riffs to me about Roy, and then he would pause and he would say, `But you have to realize I'm thinking like a psychopath.' He had this whole logic to Roy, which if you had just walked in the room you would have said, `Who is this guy?' But it was all him immersing himself in the character as deeply as he could."

To Kloves, Caan symbolized the intense character-driven films of the '60s and early '70s, which inspired him. "Flesh and Bone" is a return to character-rich drama.

"I think there's been a kind of happy face put on movies in the last 10 or so years. I don't see my movies as bleak but as just a little more true in the way that people live their lives in a day-to-day way. Your triumphs may be small but they are profoundly important to you, as opposed to other movies where the triumphs are so huge that they're unrealistic. We don't live our lives in a genre, and we don't have these massive accomplishments. "

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