LOS ANGELES -- "Once upon a time, there was a woman who discovered she had turned into the wrong person."
That's how Anne Tyler begins her novel "Back When We Were Grownups," about a usually merry widow who suddenly feels deeply unappreciated by her family and attempts to reconnect with an old boyfriend.
"I think almost every woman in her 40s or 50s thinks at some point, 'Gee what if I had married that other guy,"' said Bridget Terry, who co-wrote the adaptation of Tyler's book.
The Hallmark Hall of Fame production airs 8 p.m. Sunday on CBS. Blythe Danner plays the widow, Rebecca Davitch, and Peter Fonda is her socially inept old beau, Will Allenby, now a divorced college professor.
The story is set in Baltimore, and much of the action takes place at the Davitch home, which is also the base for Rebecca's party-planning business.
The interior of the faintly ramshackle house, with its old-fashioned foyer and high-ceiling parlor rooms, was constructed on a soundstage, and on this day, Danner and Fonda are working on dating scenes, under the guidance of director Ron Underwood.
"Our goal was to make it as funny as Anne Tyler had made it," recalled Terry, citing one moment when the graceless Will asks if some antique portrait of a gentleman in a frock coat is Rebecca's late husband, Joe.
"In the book, it's written that she thinks he's joking, and then her heart sinks because she knows he's not," Terry said.
She noted nothing needed to be changed in the adaptation to underpin the swift transition from hope to disappointment reflected in Rebecca's eyes as she responds: "Why, no. I think we got that at a garage sale."
The scene segues to Rebecca showing Will layers of snapshots stuck on her refrigerator door, not just to reveal what Joe looked liked but also to explain who's who in her vast family.
The mishmash of relatives includes three stepdaughters and their families as well as her own daughter -- who's just had a third child by a third husband.
Here the screenwriters did expand a little on what was in the book, Terry said, "because it was a nice way to help draw the family tree."
In an earlier scene, Will brings a giant green plant to the door as a gift for Rebecca.
"I wanted the date to be very awkward, and the plant was a great way into starting that awkwardness," Underwood said.
Will struggles to carry the unruly vine into the foyer and Rebecca has to remove a little vase from a hall table so the monstrosity can be placed there.
She bumps into it later when she has to answer the door.
"Blythe came up with that -- running back into the plant," Underwood said. "Working out the blocking is part of the fun of filmmaking and each actor brings something to that."
Underwood directed the 1991 comedy "City Slickers," which earned Jack Palance an Academy Award, so the 85-year-old actor sprang instantly to his mind for the role of Poppy, Rebecca's late father-in-law's brother, who is obsessed with his upcoming 100th birthday.
The director said Palance always brings "a little vinegar" to the mix, adding: "I felt he could pull off the honesty. Poppy has some very important wisdom to get across and I thought Jack could deliver that without being overly sentimental."
The movie also stars Faye Dunaway, Peter Riegert and Thomas Curtis as various family members.
But the film is essentially about Rebecca, who's played in flashback and memory sequences by Danner's niece, Hillary Danner.
"This woman, she's really going through a midlife crisis, but it doesn't have the usual beats of that sort of story," Underwood said.
The 61-year-old Danner also plays the troublesome mother in the current Showtime series "Huff," and last year was Sylvia Plath's mother in the biopic "Sylvia," starring her daughter, Gwyneth Paltrow. She also was the mother-in-law in the hit comedy "Meet the Parents" and will reprise that role in the upcoming sequel "Meet the Fockers."
Danner -- who starred in a 1998 Hallmark adaptation of another Tyler novel "Saint Maybe" -- finds "the gentle eccentricity" of the author's work very appealing.
Rebecca "really does strike a chord for every woman," said Danner, who lost her husband, director Bruce Paltrow, to cancer in 2002.
"Even in families that seem to run the smoothest, there are always the disappointments. Nobody has it perfect all the time. I think so many women will identify with her ... and men as well."