A year before making his directorial debut of a feature film, Kelly was running prints around for the UCLA film archives. He co-wrote "Sleep With Me" with five former classmates from UCLA's film school, three of whom--writers Neal Jiminez and Roger Hedden and director Michael Steinberg--are well established, plus Duane Dell'Amico and Joe Keenan. Each writer penned a separate segment of the story, setting it against the backdrop of six social occasions. The result: a romantic comedy starring Craig Sheffer, Eric Stoltz and Meg Tilly as college graduates whose world of poker and parties is threatened when one friend falls in love with another's wife. Made independently for under $4 million, "Sleep With Me" proved to be a hit at the 1994 Cannes Film Festival and was promptly picked up by MGM/UA.