If the romantic comedy You've Got Mail seems old-fashioned, one need only look to the film's pedigree. Writer-director Nora Ephron, her co-screenwriter sister Delia Ephron, and producers Julie Durk and Lauren Shuler Donner were all big fans of Ernst Lubitsch's The Shop Around the Corner and set out to create a contemporary equivalent. One may be dubious regarding this intention, since the 1940 film, adapted by Samson Raphaelson from a Miklos Laszlo play, imagined a between-the-wars Budapest of long-vanished Continental charm and intimacy. It also starred James Stewart and Margaret Sullavan, luminous figures from Hollywood's Golden Age.

Tom Hanks and Meg Ryan, the stars of Ephron's 1993 hit Sleepless in Seattle, were the natural choices to fill Stewart and Sullavan's shoes. But the Ephrons also perceived that their beloved Upper West Side of Manhattan had many of the same attributes of a 1930s Middle European city square--a bustling street life and small businesses where shopkeepers know your name, side by side with more impersonal superstores. In short, the community feeling of a village within a city. The notions seller of Shop Around the Corner, with its family of bickering employees and customers, might find its modern counterpart in the bookstores where people congregate, browse, and drink coffee. And the letter-writing lovers, who hate each other by day but unwittingly find anonymous epistolary solace with each other by night: what else could theirs now be but an online electronic romance, conducted over an Internet that itself can be likened to a city of many villages?

In You've Got Mail, which Warner Bros. released December 18, Ryan plays Kathleen Kelly, proprietor of the children's bookstore Shop Around the Corner, a friendly, lovingly looked-after establishment inherited from her mother. Hanks is Joe Fox, whose family business, the Fox Books superstore chain, is on another scale entirely. Joe opens a branch of Fox Books, which offers discounts and a cafe to its customers, across the street from Shop Around the Corner, making an instant enemy of Kathleen. Little does she knowhe is "NY152," her email correspondent and confidant; little does he know she is his equally treasured "Shopgirl." Little do Joe and Kathleen's in-the-flesh lovers, played by Parker Posey and Greg Kinnear, know that such a relationship exists.

Production designer Dan Davis says that, as always, Ephron had very definite visual ideas about bringing this story to life. Davis, who replaced an overextended Tony Walton six weeks prior to production, designed Ephron's last movie, Michael, and knew her process well. "The interesting thing about working with Nora is that she storyboards every scene," says the designer. "A lot of the architectural layouts and the geography of the sets is determined from her storyboards. There are very specific shots she wants to do, and you really have to pay attention. They are updated constantly, and the style is always very sketchy--you'll notice something that looks like a little pencil line, but it's something she wants."

One thing Ephron definitely wanted on You've Got Mail was an adherence to Upper West Side locations as much as possible. An Upper West Sider herself, the director's goal was to "keep everything friendly, to try to make the Upper West Side feel like a small town, with Broadway and Columbus Avenues as the main streets, where everyone knows each other," says Davis. "Nora wanted the whole film to take place on the Upper West Side, and she is a real stickler for architectural logic. She doesn't take as much license as a lot of other directors do with geography." Thus, the Shop Around the Corner exterior was shot at Maya Schaper Cheese & Antiques on West 69th Street; Joe's apartment building was situated on Riverside in the low 90s; and Kathleen's was on a side street in the 80s. Other neighborhood locations ranged from the 79th Street Boat Basin to the Starbucks, Gray's Papaya, and other stores that dot the avenues.

The one big exception to Ephron's rule was Fox Books, the location for which actually became the talk of Chelsea, a few miles down the road from the confined world of the rest of the movie. Though Fox Books is meant to be uptown, a suitable location could not be found for the store, which required both interior and exterior work. "They discussed whether they couldn't take over a real bookstore and go in and shoot," says Davis, who came to the production after most of the locations had been chosen. One of the Barnes & Noble superstores, which have been busy putting independent retailers like the Upper West Side's Shakespeare & Company out of business, would have been an obvious choice. "But I don't think Barnes & Noble wanted to be involved, and I don't think the movie really wanted to be an advertisement for Barnes & Noble," the designer says.

Conveniently enough, about the time You've Got Mail was going into preproduction, Barneys clothing store was vacating its flagship premises at the corner of Seventh Avenue and 17th Street. The location offered plenty of square footage, an excellent length of building for the Fox Books facade, and a vantage point that could easily blend into the film's Upper West Side environment. "If you look at Seventh Avenue, it's really similar to Columbus Avenue in scale and the direction of traffic," says Davis. "Barneys was picked with the thought that the store was on the southeast corner of 75th and Columbus, so we were always pretending it was there. Whenever we were shooting the exterior, we looked toward it, and then there were some reverses of Columbus Avenue to tie it into that neighborhood."

When the Fox Books facade went up on 17th Street, your esteemed correspondent (ED offices being just one block away) was one of many people temporarily fooled into thinking a new bookstore was coming to Chelsea. The production reported a steady stream of passersby stopping to ask when the store would be opening having to be turned away in disappointment. The illusion was bolstered by the fact that shelving and hundreds of books were being loaded into the location.

Designing the interior of Fox Books involved complex architectural and decorative decisions. "The original design was not going to use the whole floor, n ot have the space quite so deep and long," says Davis. The former women's department of Barneys, where most of the shooting was done, was a sweeping double-height space with a lighted spiral stairwell. "The plan had been to cover that up," he says, "but I decided to keep it open because it's great architecture; why not use it? We decided to go with more depth and put the cafe at the back of the space. And we went up the stairs, and put the children's book department on the second floor."

Davis took inspiration from Barnes & Noble, Borders, and "every other mega-store that's come along," he says. "It's based on a compilation of all those. We picked corporate colors, pale gray and a fox-like reddish-brown. But we were also trying to make it sympathetic; it wasn't supposed to be too overbearing. Nora described it as sort of like a theme park, or a piazza, where you can come and hang around forever. It was her idea to put a big revolving globe in the center. She wanted to paint sort of a flattering picture."

Even so, Shop Around the Corner seems closer to the director's heart in many ways. It's a cozy, warm, and comfortable space with storybook area, miniature stage, rocket ship, and treasure chest. Ironically, Davis says, the "spiritual model" for the store was Books of Wonder, on Seventh Avenue and 18th Street--just a block away from the old Barneys. "They were very helpful," he says. "We used their illustrator, Tim Arnold, who did their logo, for a lot of work, including the Fox Books logo, funnily enough."

In both stores, the books themselves represented a major part of the art department's job. "Nora was an editor, and she knows the book business like the back of her hand," says Davis. "So every book on the shelf had to be logically placed. In Shop Around the Corner, we sort of copied the arrangement of Books of Wonder, and in Fox Books, we modeled it on the big bookstores, where you come in and see all your current bestsellers right away. But it was really a lot of work. There's a tremendous amount of labor involved in handling books, sorting them all out, putting them on the shelves." The brunt of the job fell on the two set decorators--Susan Bode and Ellen Christiansen, along with assistant Alyssa Winter, who more or less took care of Fox Books.

The volumes themselves were on free loan from various publishers, who were only too happy to help promote the book business. "But we ended up buying a lot," Davis says. "All of a sudden we'd need travel books or something for one section, so we'd wildly run out and buy some. Or Nora would decide to do a different shot, and we'd need some more gardening books. The money we saved getting the loanouts we probably ended up spending on labor and carting these books at the last minute."

Not that the budget for You've Got Mail, a high-profile, $70 million studio production, was so restrictive. With every expectation of success, based on the stars' and director's track records, the studio could afford to be slightly looser than usual with the purse strings. Production went on from late February through early June 1998, and though the Fox Books interior required only a few days of actual shooting, the space was reserved, facade in place, for months. "Basically, your life revolves around the schedules of Tom Hanks and Meg Ryan," Davis explains. "If they've got something they have to do in California, the whole schedule changes so you can accommodate them. You hope you can approach things in a logical way to get everything done on time. But there's always an unknown factor that gets thrown in, and you scramble."

The realities of New York production also had to be accommodated. Although the facade for Shop Around the Corner was erected in front of the cheese and antiques store, the tiny shop itself would not do. So the interior, which is the setting for a number of scenes, was constructed on a soundstage at Chelsea Piers. "Any time you're in a location that's important and longer than a few days, you really want to build it, because it's so much more convenient for lighting and shooting purposes," says the designer. "You can move the walls away, and get the camera back a little bit. Also, in New York it's so difficult to shoot on a location for any length of time, because the parking is so tough, and the neighborhoods get tired of all these film crews, with the people and trucks. So you try to minimize it."

The interiors of the lead characters' apartments were also studio-built. "Tom's we did in the Armory down on 14th Street; Meg's we did out in Teaneck, NJ," Davis says. "It was hard finding studio space." The Riverside Drive apartment Joe Fox shares with his girlfriend was meant to be "a typical larger-scale Upper West Side place. He's supposed to be a slightly Republican kind of a character, but not too corporate or forbidding. We made him a photography buff, and put black-and-white photos of the Flatiron Building and other things on his walls."

Originally, the art department did not plan to build Joe's kitchen, which only appears in one scene. "But it was really difficult to find a location that everyone liked and was big enough to shoot in, and wasn't some wildly restrictive building that had the right sorts of views out the window," says Davis. "So we ended up building it, but we couldn't build it with the rest of the apartment, because by that time it was too late and there wasn't enough room on the stage. So we moved his study out to Teaneck and revamped it, and made that the kitchen."

The design for Kathleen's brownstone apartment changed a bit when Davis joined the project. "My tastes are somewhat different from Tony's--not quite as theatrical or architecturally lush. I stripped it down slightly, just to make it a little more realistic." The creamy wall colors and subdued decoration, along with elements like the black-and-white tiles on Joe's kitchen floor, also reflect Davis' tastes. "My color choices tend to be restrained," says the designer, who, incidentally, worked in the art department of several Walton-designed movies. "I don't know why, it just feels better to me."

The Riverside Drive exterior of Joe's apartment, with its magnificent lobby, is appropriate for his economic status. But Davis concedes that Kathleen's building is "possibly a little bit grand for her character. Yet a lot of people still live in these larger old places. It was perhaps her mother's apartment, or something that she's been in for a long time. What really attracted Nora to the exterior was the open balustrade. It's a brownstone with the steps and stuff still intact; it hasn't been renovated. And it has a friendly sort of bay window at the front, and a tree outside for the opening shot."

According to Davis, You've Got Mail's greensperson Jessica Lanier had her work cut out for her. "It was a huge issue on this movie," he says, explaining that though the film started shooting in the dead of winter, the first part is set in fall, and traffics heavily in that autumn-leaves atmosphere. "We had to put leaves on every tree in New York, it seemed at times," says the designer. "You order these leaves, and they come and they're always too bright or too much one color. So you have to paint them all, and you end up having a huge crew. Then you go out and work for three or four days before you shoot, with lifts and things, tying leaves. They'd always turn around and want more leaves somewhere else, so it got frantic. We were racing to get all this stuff done before spring arrived. Into the shoot, all of a sudden they said, 'The leaves are going to come out two weeks early this year,' and you haven't got some shot you need."

Once spring did arrive, the production took full advantage of the city in bloom, especially during several sequences set in Riverside Park. For the film's climactic clinch, Lanier augmented the flora at a community garden in the park into an explosion of suitably romantic color.

Working in New York on films so steeped in the life of the city was far from a novel experience for Davis, who was Walton's art directoron Regarding Henry, Mel Bourne's art director on Cocktail and Reversal of Fortune, and assisted Santo Loquasto on Radio Days and several other Woody Allen movies. Unlike most New York designers, however, Davis doesn't come from a theatre background. "I studied at the Architectural Association in England, which was interesting because it was more of a conceptual place than a straight architectural school," he says. "I then started working for architects in New York and got bored, because there's not much opportunity to do your own work, and the architectural scene is very conservative. Then a friend of mine was working on a film, and she hired me to draft on it."

The career switch quickly took. "It was great," Davis says. "I built 10 times more working in film than I ever would have as an architect, probably. And working on movies can be like adult summer camp." His production design credits include Ted Demme films The Ref and Beautiful Girls, and A Pyromaniac's Love Story, Eddie, Michael, A Thousand Acres, and, for director Ulu Grosbard, The Deep End of the Ocean. "I was just finishing that up and was looking forward to a little rest when I got the call for You've Got Mail," he says.

"Tony had started it when he had some other theatre commitments, and he was hoping to be able to do both things at the same time," says Davis. "He's always got a million things to do, and I think what happened is that a couple of them grew substantially and started to occupy much more of his time, and he wasn't able to commit as much time to the film as it required." When the new designer arrived in January, "most of the big sets had been designed, and they were starting construction on the interior of Shop Around the Corner. Most of the locations had been picked by Nora and the location manager, Randy Sokol. Generally, you don't want to change things unless people are unhappy, but I did make the major changes with Fox Books."

The transition was felt most keenly by the production's art directors. "It's hard for everybody when you have a new designer and change gears," Davis says. "Beth Kuhns was working as part of Tony's team, as well as John Kasarda, who actually went on to do something else. And Ray Kluga was the guy who came in with me. They all did an amazing job. The art department was a little bit larger than usual; it was a big movie. There were a lot of sets and lot of moving around."

Despite its adherence to logic and location, what comes through in You've Got Mail is the feeling of a community every bit as contained as the studio-manufactured Europe of The Shop Around the Corner. It's Nora Ephron's Upper West Side in the same way that the world of Woody Allen movies is very much the filmmaker's self-enclosed Upper East Side. "It's a little bit of a fantasy," says Davis. "This movie isn't about reality in New York; it's an idealized version of New York." One in which that supposedly great leveling instrument, the Internet, allows the corporate prince and his commoner competition to discover they are soulmates.