Three Of a Kind

It was just the two of them, sitting in the dark. Tom Cruise and Nicole Kidman, by themselves in a small screening room in midtown Manhattan last March, watching Eyes Wide Shut, the film directed by Stanley Kubrick and starring the Cruises, naked, in love and at war.

It was past midnight when the film ended, but neither of them moved. Kidman, on strict voice rest for her Broadway show, The Blue Room, madly scribbled notes to her husband; then they sat and watched it again. "The first time, we were in shock," Kidman recalls. "The second time, I thought, 'Wow!' It's going to be controversial. I'm proud of the film and that period of my life. It was my obsession, our obsession, for two or three years."

Two or three years for one movie? Were they mad? With Kubrick's famous obsession for perfection, the 18-week shoot turned into 52 weeks over 15 months. Cruise, Hollywood's $20 million man, took himself out of the game at the height of his career, accepted a sizable pay cut, moved his family to England, put himself through workdays that ran 12 to 16 hours and, in the process, developed an ulcer.

But far from feeling that they were hostages to Kubrick's vision, Cruise and Kidman say they dived in, eyes wide open, determined to share the adventure. "We knew from the beginning the level of commitment needed," says Cruise. "We felt honored to work with him. We were going to do what it took to do this picture, whatever time, because I felt--and Nic did too--that this was going to be a really special time for us. We knew it would be difficult. But I would have absolutely kicked myself if I hadn't done this."

Hours after the screening, Cruise, flying to the home the couple keep in Sydney, Australia, where he was preparing to shoot Mission Impossible 2, called Kubrick from the plane. "Stanley was so excited. We talked for four or five hours," says Cruise. Four days later came a call with the news that Kubrick had died. "I said, 'No, that's impossible,' " says Cruise. "Then the other phone line was ringing, and it was Nic in New York. She was really disturbed. I was really worried about her. I was in shock."

Even now--nearly four months later, in interviews with TIME--neither Cruise nor Kidman can talk about Kubrick without misting up. Kubrick had originally been worried that Cruise and Kidman would put on movie-star airs. But the three of them--the supposedly phobic recluse and his two glamorous stars--became extraordinarily close during the making of Eyes Wide Shut. Though both stars had full shooting schedules in Sydney this month and at-home birthday bashes (she just turned 32, he will be 37 this week), they were eager to talk about Kubrick with TIME. "We're so proud of the movie, but we have this strange feeling about its success," says Kidman. "Stanley was always around. And now he's gone."

Kubrick began to woo Cruise as early as 1995, after his longtime friend Sydney Pollack, who produced Cruise's film The Firm, reassured him that the young star was no brat. At first Cruise thought Pollack (who ended up appearing in the film too) was kidding when he said Kubrick wanted the star's fax number. But soon, Cruise recalls, they began "faxing each other back and forth, never really discussing the movie, just talking about airplanes and cameras." A year later, Kubrick faxed Kidman with an offer to be in the film with her husband. "I didn't need to read the script," says Kidman. "I didn't care what the story was originally. I wanted to work with Stanley."

When the notoriously travel-phobic Kubrick invited the couple to his house in the English countryside, they were surprised to find a warm family man, not the weird hermit of the press clippings. Cruise and Kubrick, both pilots (though Kubrick refused to fly later in life), ended up debating the effect of aviation on World War II. "Stanley was not what you expected. He was very open," says Cruise.

By the time filming began in 1997, the three had become virtually inseparable. The set at Pinewood Studios outside London became their home away from home. The apartment of the film's couple was modeled after one Kubrick once kept in Manhattan, but Kidman chose the books, the color of the window shades, and even added the change Cruise always leaves by their bed at home. She populated it with her own things too, leaving her makeup in the bathroom, tossing her clothes on the floor. "It's sort of messy," she giggles, urging moviegoers to check out her living habits. Says Cruise: "By the end, we felt as if we lived on that set. We even slept in the bed." When Kubrick filmed Cruise and Kidman in the nude scene that opens the film, he closed the set and operated the camera himself, intensifying the intimacy among the three of them.

Between shoots, Kidman, a former high school debater in her native Australia, would plop down in her bathrobe and curlers on the floor of Kubrick's book-cluttered office to talk politics. "I challenged him, and he loved it," she says. "It was great to work with someone you can have deep discussions with. He could alter the way you see the world."