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About The Production

It started as one of those "What if" rambling conversations between two writers about the lost works of one of America's greatest authors while stuck in L.A. traffic more than a decade ago. It ultimately evolved into a life changing collaboration between three friends exploring the stories of three fictional writers who converge at the tipping point of life's greatest regret - choosing ambition and acclaim over love.

"There's an old story about Hemingway. His wife wanted to surprise him on their vacation in Spain. She brought along the novel and carbons he was working on. They ended up getting lost on the train. It took a long time for him to start writing again," tells Writer/Director Lee Sternthal.

The ensuing conversation about Hemingway's lost stories "opened up Pandora's Box," recalls Writer/Director Brian Klugman, Sternthal's lifelong friend and collaborator. "What would happen if (Hemingway) stopped writing? What would happen if you found those stories? Would you know they were really spectacular? What if you were trying to be a writer and all of a sudden you are confronted with the real deal?"

Inside those questions the duo found their premise - a struggling young writer discovers a lost manuscript in a weathered attache case and realizes its extraordinary story set in post-WWII Paris was something he could only dream of composing. The byline may have been missing on the rough draft but the fingerprint of a master craftsman was embedded in the prose.

What happened next was a case of life imitating art, fiction following fact.

Known as the Mozart effect, it's the experience writers live for - a literal inexplicable channeling of words into form as if guided by an invisible hand, a divine gift that can't be explained and rarely repeated. "It just spun out," remembers Sternthal. "We actually wrote about 40 pages in one night, the first part of the movie. But it only happened once."

"The pivotal confrontation scenes between Rory Jansen (BRADLEY COOPER) and the Old Man (JEREMY IRONS) remained largely intact in the film," adds Klugman. Both say it took them a long time to write the stories that completed the other characters' journeys in the final script.

"When you get older, as a writer and filmmaker you wonder, why doesn't this happen all the time?" muses Klugman. "When you're young you just expect that inspiration to happen all the time."

The magic of their nonpareil experience as young writers is mirrored in the Young Man's (BEN BARNES) poignant epiphany, pouring the bittersweet story of love and loss of his child and his wife Celia (NORA ARNEZEDER) onto the page. Their story becomes the bedrock on which all of THE WORDS relational stories are built - from the tormented interplay between the Old Man and Rory; the unraveling of Rory's marriage to Dora; and the challenging dalliance between novelist Clay Hammond and Daniella. But it is Rory's moral dilemma that arises when faced with the agonizing decision of admitting his plagiarism or continuing to live as a fraud and the fallout from either choice that is the central focus of the film.

What Rory faces is "the embodiment of everything you want to be and at the same time confronted with the reality of everything you'll never become," says Klugman. "To me, Rory is such a sympathetic, tragic character. He's infinitely relatable as someone who is constantly confronted by his own limitations, as someone who makes a choice as an impetuous youth and has to suffer those consequences as a man."

In the end, of all the recurring themes, Klugman says a standout is "everybody wanting to touch something truly great. Rory wants to touch it in these (lost manuscript) pages; the Young Man wants to touch it (the magical writing experience) and he does; Rory wants to touch that through the Young Man's words; and Daniella wants to touch the fire of this great writer that is Clay."


Eleven years ago, Bradley Cooper, like Rory, was still an unknown. The irony? Bradley wanted to be Rory. He even attended an early table read as a guest of the writer/directors (his childhood friends).

Time and gestation can be a marvelous thing: His stardom (The Hangover, The A-Team, Limitless, The Hangover II) caught up with the dream role.

Not only would Cooper executive produce the directorial debut of his childhood friends, he would become a crucial part of a stellar cast that would astound filmmakers Klugman and Sternthal: an Academy Award winner, Jeremy Irons (Reversal of Fortune, The Borgias); venerated veteran film and television talent - from Golden Globe nominee Dennis Quaid (G.I. Joe: The Rise of Cobra, Far From Heaven) to Michael McKean (Smallville, This is Spinal Tap), John Hannah (The Mummy, Four Weddings and A Funeral), J.K. Simmons (The Closer, Up in The Air), Ron Rifkin (The Sum of All Fears, Alias) and Emmy Award winner Zeljko Ivanek (Damages, The Bourne Legacy); actors in demand and on the rise, Zoe Saldana (Avatar, Star Trek), Olivia Wilde (TRON: Legacy, House M.D.), Ben Barnes (The Chronicles of Narnia: Prince Caspian, Dorian Gray) and France's Nora Arnezeder (Safe House, Paris 36). Despite low budget restraints and a tight shooting schedule of 25 days in Montreal, their film was in the hands of accomplished artisans - Director of Photography Antonio Calvache (Academy Award nominee Little Children), Editor and Academy Award nominee Leslie Jones (The Thin Red Line), Costume Designer Simonetta Mariano (Immortals, 300) and Production Designer Michèle Laliberte, an esteemed art director (The Aviator, The Curious Case of Benjamin Button), who made her debut as production designer on THE WORDS. Even Emmy Nominee Marcelo Zarvos (You Don't Know Jack, Taking Chance) came aboard to compose the score lauded by critics at Sundance.

AWhat began at Sundance as a film work-shopped at the Filmmakers Lab in 2000 had come full circle as the closing night film of the 2011 Sundance Film Festival.

Executive Producer Laura Rister (Margin Call) remembers the early days well. She was one of the first to champion the project, then known as The Unknown.

"I read it and met with Brian and Lee back in 2000 when I was working at Miramax Film and was one of several fans," recalls Rister. "At the time they were young screenwriters just getting started, charting a path. A number of years later the other producers on the project Jim Young and Tatiana Kelly came to me with this script." Rister couldn't believe it, her reaction immediate: "I thought 'Oh my God, it's come back around.' Of course I wanted to get involved."

The script came to Young and Kelly through a mutual friend of Klugman and Sternthal.

Young says he and Kelly "had an incredibly visceral reaction to reading it the first time. She read it before I did. She ran in and told me, 'We've got to produce this movie.'"

For Kelly, "I thought it was one of the best things I'd ever read."

During the interim years, as Cooper's star began to rise, he never forgot his friends' exceptional story.

The script "is very seductive. It really allows actors to explore how forceful relationships can be," explains Cooper. "It operates on different levels. It's a tremendous love story but in a way, it also has the feel of a thriller. You're constantly trying to figure out how far Rory will go before his whole world starts tumbling down."

"It revolves around this idea of authentic talent, whether your dreams can be matched by that talent, what price you're willing to pay to achieve success and what that success ultimately means to you," says Cooper. Aside from his character grappling with the agonizing decision of outing himself as a plagiarist, it was how the story's four relationships intertwined around that central issue that made the story unique.

While three of the relationships were fully formed in the original script, it was the "tremendous love story between Dora and Rory that really happened in the filmmaking process," says Cooper. "We rewrote it as we were shooting and it is really more about their relationship than just Rory. It is the power of their love that can almost surpass any obstacle. Rory finds himself in a really precarious situation but it is Dora's commitment to him and them that gets him through it." He attributes his co-star Zoe Saldana for pushing the power of that relationship in the film - "she is a force to be reckoned with, just incredible. She can vacillate between humor and drama in the blink of an eye and you better bring everything when you are working with her."

Once Cooper came aboard, the project was underway yet still faced significant hurdles. "It's a drama and it was developed as an independent film with first-time filmmakers," says Rister. "We really had to work at putting together the right cast."

Rister had recently completed Margin Call starring Jeremy Irons. "(Executive Producer) Lisa Wilson and I had been talking about THE WORDS and she said, 'Why not Jeremy for the Old Man?' We hadn't thought about Jeremy initially as Jeremy is in his 60s. He's not the age this part requires. I said, 'Well, I'd work with Jeremy in anything, but I wonder if he'd consider aging up for this part.'"

After working with Rister on Margin Call, "I saw the way she took care of that film," remembers Irons. "This story offered me the opportunity to play a character part, (an elderly man), which is always fun. Bradley Cooper was on board already, and he was a man that everybody spoke well of. The two directors, I knew they'd written a wonderful, intelligent story, with very interesting characters. There are a lot of components, which go into a decision to sign onto a project. I simply thought we had a good shot with this movie."

The Oscar winner (Reversal of Fortune) trusted his instincts and so apparently did the rest of the cast lured by his involvement in the film.

"It's Jeremy Irons. Enough said," affirms Dennis Quaid, who signed on to play Clay Hammond. "You know the way (Klugman and Sternthal) wrote it, the structure is really interesting because it's sort of like a movie within a book within a story. I think it is what attracted Jeremy Irons, Bradley, Olivia and myself to do this movie. When I picked up this script by page 20 I wanted to do the movie and I hadn't even gotten to my character yet. What's great about it is that it is not really obvious whether the events that happened to Rory are actually true for Clay."

Daniella, played by Olivia Wilde, is obsessed with Hammond's talent and success and tries to seduce the author's sequestered truths. Although all of Wilde's scenes are with Quaid, whom she described as "extraordinary," she was attracted to the film because of Irons. "He is one of the greatest living actors, consistently intriguing, fascinating, intelligent and hilarious.

His character, the Old Man is a sage, the rock of the story and the only honest person in this movie. Because Jeremy brings it all there, you do fall madly in love with him. And that is what's wonderful about this movie," she says. "Its really a very sexy movie because it explores three different couples who are extremely passionate and intense, yet very different from one another. You don't see many movies with this much sexiness explored in this way."

Saldana, who plays Dora Jansen, sees the relationship between Dora and Rory simply as "a beautiful love story. He is everything to her. There is nothing she wouldn't do or give up for him and she thinks he feels the same way. They love each other dearly, but she realizes how much she loved him from the moment she saw him and he realizes how much he wanted to be a writer first and then how much he loved her."

Their relationship mirrors the downfall of the Young Man and Celia. As their relationship begins to fall apart, "he realizes this emptiness inside of him has not necessarily been only love but a yearning to create, to have a story to tell," says Ben Barnes, who plays the Young Man. "He finally does have a story to tell but its an acutely painful one. And that is the story which causes all the trouble 50 years later in Rory's life."

Although Barnes has very little dialogue in the film, he was drawn to the role because he found it "an interesting challenge. Their story is told over a course of 25 pages and its mostly (Irons') voiceover, an older version of myself. It is kind of this hyper-romantic, hyper-realistic version of what's happening yet a bit like a dream. It was an interesting challenge to be able to see how much emotion you can convey without words.

When he hits the lowest point in his life, from that abyss comes this incredible story that he writes. That sort of emptiness is turned into something very powerful and creative and it's the most powerful he has ever felt in his life. The idea of playing that out was really exciting." Barnes was impressed by the ability of his French co-star Nora Arnezeder "to just snap into a scene." At the train station, where he tells her goodbye, "she was utterly heartbreaking."

For Arnezeder, playing Celia was "all emotions" like being in "an old movie with no words. The irony is I had to play little words in a movie called THE WORDS, meaning sometimes 'less words' can be much stronger and deeper. What a gift for an actress to experiment that range in a role, a deep and emotional part. And Ben Barnes is one of my best shared acting experiences. It's a film where the words of these characters' lives spin others' while their characters fall silent. The impact of words can change people's destiny. When I saw the movie I was blown away. I just had no words! What I appreciated was what you feel in the movie - a real need from the writers/directors Brian and Lee to share their passion of writing."

While Irons involvement anchored the cast, finding Celia was crucial. "She's the muse of this story that affects everyone," says Klugman, affirming there are no small parts. Again, as filmmakers Brian and Lee were traveling, this time in the air, inspiration struck. "I was watching a tape of Nora and we knew right away. There's not a lot of dialogue for Nora and Ben. He has about nine scripted lines. But there is so much to express. Ben and Nora, they looked like they walked out of another time."

But the wins didn't stop there. The writer/directing team couldn't believe their great fortune in scoring their supporting cast. From Ron Rifkin to Michael McKean to John Hannah and Zeljko Ivanek - "you just turn on the camera and let them do their work. They took what was there and raised the bar," says Klugman. Even he, the multi-hyphenate, had a cameo role. "I do make a cameo... the most obnoxious character on film I think," he quips. But it is his acting experience (Cloverfield, House) that brought a certain comfort level and unique awareness to every actor involved with the first time writer/directors.

"When we were finally ready to shoot," recalls Klugman, "we put pictures of the cast up on the wall and started to see them all together and we just thought, 'Really? All of these incredible actors are doing this movie?'"

Reflects Sternthal, "You're never glad that something takes 11 years, but I'm glad that I'm older because now not one part of the experience, including the cast, is lost on me. I don't take anything for granted."


THE WORDS began production in Montreal on June 5, 2011. Although the duo were in tandem on all decisions involving the direction of the film, Klugman worked primarily with the cast while Sternthal focused on the other filmmakers - their segregated duties banishing concerns over their inabilities of leadership on the set.

That was crucial to talent the level of Irons.

"Working with directors who are also the screenwriters can be tricky," Irons says. "But what Lee and Brian are interested in - and what they're right to be interested in - is what actually happens between two characters: what happens in a situation, not the exact form or selection of what they've written. And so they're very free about that. They know what they want to get out of a scene and their words are a kind of map of how to get there, but they're very open to suggestions, to alterations, to whatever. That's rare and delightful."

The duo gave a wide berth of input to the other filmmakers as well. "There's a time to do your own work and there's a time to collaborate and I think when you make the film, you want to collaborate. Especially with people who are so talented," says Sternthal. "I loved working with (Cinematographer) Antonio Calvache. He shot a beautiful movie here, so many beautiful images. He is a genius. I learned so much from him and feel honored to have worked with him on this film. I hope that people love the work that he did. It was truly an amazing experience."

Calvache says he was drawn to the project because of the first 40 magical pages of the script, the scene between Rory and the Old Man on the park bench. "Almost it didn't matter what else happened afterwards, I was already in. Then I met the directors and I liked them a lot."

For the film's Director of Photography, "one of the most appealing elements of THE WORDS is the multi- layered structure. Visually, it opened the door to find different visual schemes for each part of the story. Planning the different photographic approach to the three different layers of the story was the most fun part of the job."

"We planned on making Clay's story very clean, straight, realistic, using very contemporary modern city settings in Montreal," Calvache explains. "Very achromatic, but not in a stylized manner, just in the choice of locations, art direction and wardrobe. I had originally imagined it much more static than it eventually turned out to be. I wanted to reserve the movement for the fictional part of the movie. But Dennis and Olivia often engaged in a choreography that requested and invited the camera to move, and it worked nicely in the end."

Calvache says he "loved the way Rory's story was introduced, with the rain at night on a street in Manhattan. The idea of making that opening a techno-crane shot in the rain was one of the first and stronger images that came out of my early meetings with the directors and actually turned out to be amazingly close in the film to the vision in my head. It was quite a struggle for our low budget production to allow for such an ambitious shot and it was not absent of troubles at the time of filming, but I think very worthwhile. We wanted to add a lot of visual drama to that moment of the movie, when we are introduced for the first time to Rory and the Old Man...very strong visuals, with rain, shadows, and other film noir visual elements. I couldn't stop myself from thinking of the lonely man in Edward Hopper's painting "Nighthawks." When we go back to the start of Rory's writing career, as he and Dora move to New York, we introduced a lot more color in the palette of the movie. Blue became kind of a talisman color. I wanted to be able to capture Zoe's beautiful golden skin tones, and Bradley's striking blue eyes."

And then there was Paris.

"THE WORDS' visuals became increasingly evocative in the flashbacks to the Old Man's story in post-WWII Paris," he explains. Playing with every optical and film technique he could imagine to shape the look of those flashbacks, "I wanted to transport the audience and make them very emotionally attached to this part of the movie -- an ode to love - romantic love, love of books, love of writing. Of course the reality of shooting this part of the film was more about the challenges involved with making present time Montreal look like 1940's Paris."

Working closely with the directors, Calvache says the script actually dictated much of what appeared on the screen. "A lot of visual ideas came from meetings with the directors and during the shoot, our collaboration so close I wouldn't be able to remember who came up with which idea. But, I must give credit to the producers for allowing me to use all the different techniques to differentiate the different layers of the story, including experimenting with many camera and processing tricks for the period look. They were in synch with the directors and they also deserve credit in the creative choices that involved giving the special look to this film. With the slim budget and very tight schedule, turning present time Montreal into period Paris, kudos to our producers and our Montreal crew for allowing the miracle of this film to happen."

For the producers, Montreal was the solution to time and budget constraints.

"When you look at Montreal, you recognize that it is a very good city to double for New York and Paris. Tatiana Kelly had gone to school here and knew the city very well," says Rister. "The end result is that we got our locations, and we got a topnotch crew that we couldn't be happier with. The city has been very friendly to us."

Young concurs: "Numerous members of the crew work on big projects. They came to this one because of a love for the script and for the filmmakers."

Producer Michael Benaroya attributes the dynamic to a sense of "ownership. Everyone, from the Director of Photography to the assistant directors to the set and costume designers - everyone worked extremely hard," he observed.

Respected Art Director Michèle Laliberte who marked her debut as Production Designer on THE WORDS, chose several parks and green areas to create post-WWII Paris, while contemporary locations in downtown Montreal were used for Clay's and Rory's apartments as well as the Old Man's hotel. What became tricky, were the period scenes at the train station.

"We were either going to CGI the train station or the train since we don't have a Paris train station in Montreal," Laliberte says. After scouting numerous locations, she found the Musee Ferroviaire in Saint-Constant, a museum just outside of Montreal. With a little CGI help, "I think it was kind of convincing as a Paris train station. The museum of course doesn't move, so we worked around it to give the feeling of movement of the train. The props were more about removing stuff that looked wrong, disguising anything that was not period with minimalist interventions."

In creating the wardrobe for Paris 1945, Costume Designer Simonetta Mariano says layering was a factor. "We cheated by dressing them up with lots of layers and as the show was going on we would peal them off, or put the coats on. That's how we created different looks with the extras."

She remembers how important it was to Irons to cover all details in creating the Old Man's look. "When we started prepping, he was the first actor I spoke to and he was going to come at the last minute so I wanted to be prepared. I bought a lot of coats at a second-hand shop, put them on a dummy, took pictures, created a gallery and emailed them to him. A 45-minute telephone conversation" ensued and "he would say 'Oh, I like the hat, or perhaps the shoes,' and we created the Old Man. The most touching thing with him is that he refused to wear anything new."

Cast aside, it was the care, input and attention to detail by everyone involved that breathed life into Klugman and Sternthal's WORDS.

"When you're doing 12-hour shifts for 25 days, it's insane and we couldn't have done what we did without a crew like this," says Sternthal. "You want to hear what they have to say. I mean, sometimes it goes in directions that you didn't anticipate and one of the joys is seeing what other people bring, all their experiences, what they're creating out of it and that includes everybody... the craft service person, the person driving the van - you're driving to work and they're like 'Hey you know that scene where...'and it is an amazing idea. That collaboration is the joy of it."


Greater truths shrouded in mystery is what finally seals the fate for all cursed and blessed by THE WORDS crafted in Clay Hammond's intricate worlds.

Between the bestseller's bindings, the consequences of his characters' blind ambitions are weighed against the central question: What price love?

Wisdom would have all major life decisions made in a cemetery: To die with no regrets.

When Clay's Rory comes to terms with plagiarism - a writer's gravest crime - Quaid says the writer made the only decision he could "to continue to live, to continue to write, to just go on," even if it meant sealing away "his better self in a box."

As for the painful query, perhaps Hemingway answered it best:

-- There is a mystery in all great writing and that mystery does not dissect out. It continues and is always valid. --


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