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ENOUGH SAID

Filling Nicole's Shoes
Louis-Dreyfus had read the script before her first meeting with Holofcener and she identified with Eva's abject fear of separation, loss and loneliness. "As a parent who had just seen my child go off to college, I knew those pangs of anticipation and that feeling of, 'who am I without my kid?'" she says. "And as the child of divorced parents, I very much understand the guilt that goes with that decision."

That fear and guilt paralyzes Eva when it comes to relationships, says the actress. "It's almost subconscious. She means well. She doesn't mean to hurt people's feelings, but she is so scared of making the wrong decisions that she doesn't make the most critical one at all." Holofcener and Louis-Dreyfus became close friends during filming. "They were almost like sisters," says Bregman. "It's like they were born for each other. Julia fit into the role so naturally that I had to wonder why it took so long for them to work together."

Louis-Dreyfus has in abundance the two qualities essential to playing a Nicole Holofcener heroine, according to the producer. "She's really smart and really funny," says Bregman. "She also has a unique facility for playing uncomfortable moments in a really entertaining way. Her look of astonishment at herself is one of her great talents. The movie is full of awkward situations and you will enjoy seeing her step blithely into them. The whole story is about exploring both the emotional stress of the situation and finding the comic highlights of it."

Eva has a problem with boundaries, admits Louis-Dreyfus. "She doesn't have good ones, not with her daughter or her daughter's best friend, not with Albert or Marianne. She's so desperate for companionship that she risks hurting people she loves very much. She's somebody who I would say is filled with fear of loneliness. She means really well, so I found it easy to love her, and when she makes these wicked mistakes, I have compassion for her and I think the audience will too."

The actress and the director share a similar sensibility when it comes to filmmaking. "Julia feels completely in synch to Nicole's work ethic and aesthetic," says Azpiazu. "She even seemed to develop some of Nicole's personality quirks during the shoot. Julia never plays comedy in a broad way. There's a tempered quality and a real sadness to the character. She can do more with just her eyes than most actresses can do with their whole bodies."

Louis-Dreyfus calls the director "very actor friendly," adding "Nicole could be a theater director. She's so interested in creating the characters and she really values the journey. She's all ears as we were discussing the characters and that was really fun for me as an actor."

She also appreciated that Holofcener gave the actors space to be spontaneous and flesh out their characters in an organic way. "The movie is about real people's intimate feelings and reactions and emotions, so there needed to be an element of improvisation to keep the scenes raw," she says. "For instance, the scene in which Eva gets caught in her lie of omission was very much in the moment. It had to be as real and fundamentally uncomfortable as it could be."

Another scene that was the subject of much discussion on set was the one in which Eva comes close to revealing to Albert her relationship with his ex-wife. "I thought it was important for Eva to try to tell him about her friendship with Marianne -- and fail," says Louis-Dreyfus. "It's a very subtle scene in which she tries super hard to confess. Albert makes a joke, saying something like, 'I hope you're not talking about my ex-wife.' It seems such an outrageous notion that she's unable to tell him, even though she knows she should."

Holofcener says she and Louis-Dreyfus disagreed on only a few minor things about the character. "She wanted Eva to wear uglier shirts than I did," laughs Holofcener. "But otherwise, she was always adding great things, taking unnecessary things away, finding the really human stuff. Every morning, she would say, 'I've got a couple of thoughts.' A really good collaborative actor can change the character and enhance the script for the better."

To play Albert, Eva's love interest, another director might have gone for a conventional leading man, but Holofcener made a completely unexpected casting choice. "I like to cast people who look real," she says. "I mean, Julia Louis-Dreyfus is really beautiful, but she looks like a normal beautiful person and she's the age that I wrote this character, which is fantastic. James Gandolfini, who plays Albert, looks like a real guy -- a real cute one, but a real guy."

Casting an actor so identified with one role could have been seen as risky, but Holofcener says she had no second thoughts about asking Gandolfini to play Albert. "I never felt like I was taking a chance on Jim. His performance in 'The Sopranos' was so enormous. He showed unparalleled range in the scenes with his therapist and his relationship with his kids. That's what made the show so wonderful. He didn't just run around shooting people and being a tough guy. It was a very complex character."

Holofcener describes the actor as complicated himself, and a sweet, gentle and curious collaborator. "Working with Jim was wonderful and a little intimidating," she says. "He was a perfectionist who wanted to understand everything his character was saying and doing. Flying by the seat of his pants would have made him extremely uncomfortable. But he was great at improvisation and so willing to look foolish. Jim added a lot to the script that stayed in. You can't beat that if the actor is really smart and understands the character."

After deciding on Gandolfini for the role, Holofcener refined the character with his strengths in mind. "The characters are still fantasies for me until I have the actors," she says. "Albert was just a flimsy idea in my head, an amalgamation of old boyfriends or maybe future boyfriends, until I met Jim. He was intensely charismatic, very sensitive and self-conscious. He had a terrific sense of humor that was very unlike Julia's, which made things more interesting. He added a lot of moments that would not exist without him."

But director and actor were not always in agreement about everything the character does in the film. "He sometimes fought me on things," Holofcener admits. "Once he said to me, 'You're going to make me say that here? Now? I'll sound like a girl.' And I said, 'Trust me. At this point in the movie, you should sound like a girl.'"

Albert is an unlikely match for Eva, but as played by Gandolfini, he may be the perfect one. "He is not a traditional romantic lead, but that's what makes him right for her," says Holofcener. "She is looking for someone who can understand her and make her laugh, someone she enjoys spending time with. Under all the superficial elements, she finds someone who's intrinsically loveable, strong but gentle and completely comfortable with who he is."

Tragically, Gandolfini died unexpectedly from a heart attack after the film was completed, making this one of his final performances. "I loved working with him," says Holofcener. "I feel very blessed that I had that opportunity. He was a really special person and losing him was a terrible tragedy."

Producer Chrisann Verges found the tender chemistry between Louis-Dreyfus and Gandolfini touchingly authentic. "It's real and funny and dramatic to watch these two people searching for love and maybe finding it," she says. "You're seeing that spark happen before your eyes and I think it's going to move everybody that sees it."

Working with the late Gandolfini also made an indelible impression on Louis-Dreyfus. "Jim Gandolfini is one of the greatest actors of our generation," says Louis-Dreyfus. "It was an absolutely honor to play opposite him. The fact that the film is coming out after his most untimely passing is bittersweet. I'm happy that he made this film, so that people could see this part of him. Audiences will be blown away by his sensitive and sympathetic portrayal of Albert."

She says that the audience will be no more surprised to find Gandolfini playing this role than the actor was himself. "Jim was a huge guy, physically very imposing," says Louis-Dreyfus. "Obviously everybody knows him as Tony Soprano, but the reality is that he was very much like Albert. He was very soft-spoken and earnest. All during the shoot, he kept saying, 'I can't believe I'm playing the guy who gets the girl.' He was so self-effacing and I know he was nervous about doing something so different. That insecurity made him that much more attractive. He was very sensitive to people around him and completely without airs. I feel a deep connection to him and I miss him terribly."

The actors' connection is obvious on screen. "You never know if two people are going to have chemistry until you put them on camera," says Holofcener. "Jim and Julia are adorable together. The size disparity is really kind of charming. He's like a bear. He could just hold her in his paw. They have a lot of laughs. They're both sexy and very sweet together."

Two-time Oscar nominee Catherine Keener has appeared in Holofcener's previous four films, often as the conflicted, neurotic and sometimes bungling heroine who seems to represent the director. In this outing, she takes on a different role as Marianne, an ethereal poetess whose life of bourgeois bohemian splendor is everything Eva aspires to. While her daughter, Tess, is also going East to college in the fall, Marianne seems to have none of the insecurities that plague Eva about the next chapter of her life.

"I thought that it would be fun for Catherine to play something different," says Holofcener. "The characters she has taken in my other films have been a bit more tortured. Here, she is a glamorous, narcissistic woman who seems to have no idea of her own shortcomings. Marianne was written as more or less as the straight man to Eva, but Catherine is just such an inherently funny person that she inevitably brought enormous humor to the role."

Serenely confident, Marianne is much like the image Keener presents in real life, according to Azpiazu. "If you've seen her at premieres or just out in the world generally, you know she's very glamorous," says the producer. "She's incredibly beautiful, smart and funny, somebody that you really would love to be like. Everything feels very effortless with her. Nicole was able to capture that side of Catherine in one of her films for the first time."

Keener and Holofcener have become close friends since they first met 18 years ago while making WALKING AND TALKING. "Nicole's voice and vision are unique," says the actress. "She's really an auteur. She writes with economy and precision and so much depth. It's easy to mistake it for being simple, but it is very elegant."

Being able to work with Holofcener is the "bounty" she receives from their friendship, says Keener, adding, "I did this film because Nicole asked me to do it. That was all I needed. I didn't even read it, so I was really happy when my character turned out to be Marianne. It's such a high working with her. She runs her set with plenty of authority, but the way she exercises it is very gentle and direct. People end up falling for her and they should."

The acknowledged expert in playing Holofcener heroines gives Louis-Dreyfus high marks for her portrayal of Eva. "Julia is perfect," says Keener. "As an actor, you always want to play with somebody better than you, because you want to have a good game. Julia is extremely available as an actor and willing to go anywhere. She is always on point and emotionally there, which made her one of the best partners I've worked with and she really soars in this. When I work with a person whose talent seems that limitless, it encourages me as well, so it was really a blast. It's exciting to come to work with someone like that."

Oscar nominee Toni Collette plays Eva's close friend, Sarah, a harried psychotherapist with a demanding marriage, active kids and a compulsion to rearrange her furniture.

"On one hand, she gives Eva the kind of advice you'd give your best friend, which is not always the most constructive," says Bregman. "At the same time, she knows what's right, or at least healthier. Toni plays the character with that bite that you associate with her, and, at the same time, gives her great warmth."

Collette's gift for balancing comedy and drama has been ably displayed in her acclaimed performance in the Showtime series, "United States of Tara," as a woman with multiple personalities, a role that earned her many fans among the filmmakers. Collette says she would have happily played any role in ENOUGH SAID. "They're all brilliantly created. But I especially loved the role of Sarah. She's someone who is many things to many people. She's Eva's best friend, she's a wife, a mother and a healer. She wears a lot of different hats."

The spiky relationship between Sarah and her husband Will was inspired by Holofcener's single days, explains the director. "Sarah's pretty brutal, but I think the way she and Will interact is really funny. When I was single, couples would often take me to parties or fix me up with a friend. It's odd, because I was trying to be hopeful about my own love life, but watching some of things couples do, I started to wonder if I really wanted to be with someone for the rest of my life."

The script's combination of comedy and calamity grabbed Collette's attention on the first read. "It was hysterically funny and moving, all at the same time," she says. "Nicole's writing is very insightful in terms of how people communicate, and the language is delightfully easy to work with. She makes it seem like we're not working at all, but we're just hanging out. As a director, she's a quiet observer who can tighten the reins when she needs to."

Collette also has high praise for Louis-Dreyfus, who she says perfectly inhabits the film's female lead character. "Eva makes so many inadvertent mistakes, and Julia is brilliant at making her both comical and appropriately sad," says the actress. "She's just so funny and committed that she's great fun to work with."

Sarah is married to Will, played by Ben Falcone, perhaps most memorable as Melissa McCarthy's air marshal paramour in BRIDESMAIDS. "Ben is unbelievably good," says Collette. "He's so easy to act with. Sarah and Will have an interesting and somewhat familiar relationship. They're very much together, but the way they communicate is hysterical. They bicker constantly. Once in a while they land on the same page for a moment and then they fly off again."

For Falcone, the couple's interaction feels very true to life. "I immediately felt like I've met these people before," he says. "It all felt very accurate. Will and Sarah have a volatile relationship. He is bit more direct than I am, which was fun for me to play. When he or Sarah thinks of something, they say it then and there. They're not going to sleep on it, they're not going to wait and think it through. They're going to say, 'What? Why would you do that?' And 15 seconds later, they're laughing again."

Falcone says he felt lucky to be in a cast that surrounded him with such good actors. "Toni is always really surprising, open and just able to turn on a dime. She kept me on my toes. And Julia seems effortlessly funny, but she thinks everything through. She brought Nicole several really good options for every shot and left it up to Nicole to pick one."

The film also features performances from three fresh and interesting young actresses: Tracey Fairaway as Ellen, Eva's only child; Eve Hewson as Albert and Marianne's archly sophisticated daughter, Tess, and Tavi Gevinson as Ellen's best friend Chloe, who begins to encroach on her pal's mother just as Ellen is leaving home.

Gevinson, just 17, is already a superstar in the fashion world as a blogger with her own online magazine, Rookie. She makes an impressive acting debut in ENOUGH SAID. "Tavi gives a great performance in this movie. She became an internationally successful fashion figure at the age of 11," says Bregman. "She sits in the front row at major fashion shows around the world and has become an influential trendsetter and a phenomenon among teen girls."

A number of talented young performers auditioned for the role, but Gevinson showed Holofcener something unique. "When she came in, there was just something different about her," the director says. "She's really spontaneous and very low-key. I had no idea who she was, but I liked her immediately. She just didn't look the other girls and I wanted somebody a little offbeat."

"Tavi's a natural performer, not that she's out there with the jazz hands," adds Azpiazu. "She plays the awkwardness of the character beautifully and so much is written on her face. She doesn't have to say much to communicate a lot."

For Gevinson, the experience was the ideal introduction to filmmaking. "Nicole was so welcoming and took the time to create a community, like the mother hen for all of us," she says. "Plus, she wrote such realistic and relatable characters. I don't often see teenagers accurately portrayed in films or TV, so I appreciated that, for sure, and I think it made my job easier. I know how special it was to work with such amazing actors. The problem was that when you're on a set, you can't actually be like, 'Oh, my God. It's Julia Louis-Dreyfus. I love her!' because you have to pretend to be normal."

Working with Louis-Dreyfus was a particular treat for Gevinson. "She's so down-to-earth and professional," she says. "Julia had all sorts of suggestions that were so helpful for me and she really made me feel like I belonged on the set and in this movie."

While Eva's daughter Ellen is ready to go away to college, Chloe is still at a crossroads, not sure of what she wants to do next. "Her mom wants her to go to college, but she doesn't feel ready," says Gevinson. "She's motivated to figure out what she wants, but she doesn't know what it is yet. I was drawn to Chloe because I am intrigued by people who seem a little disconnected. I also think it's interesting when a younger person finds it easier to talk with adults than with people her own age. She's able to have the relationship with Ellen's mom that she never had with her own."

The time off from being a fashion icon was welcome. "Before this, I was on a road trip where my friends and I were constantly stopping to dress up and take pictures in really uncomfortable clothes. I was like, yes, I get to wear jeans! Chloe is not super fashion conscious, but I think she wants to be a little creative and try different things."

With just a handful of roles to her credit, including the television movie THE BLING RING, Tracey Fairaway was the old hand among the younger actresses. She warns the audience that they should be prepared for an emotional roller coaster ride in ENOUGH SAID. "It's incredibly funny, but there are some heartbreaking scenes as well," Fairaway notes.

The subtlety of Holofcener's writing and characterizations appealed to her. "I don't like things that are too over the top," she says. "It was so easy for me to just fluidly step into the character of Ellen because her personality is a bit understated."

Getting ready to cross the country to attend university has made Ellen a bit apprehensive and that anxiety is playing out in her relationship with her mother. "She's very into her academics, so this is an important turning point for her," says Fairaway. "She's starting to feel like she and her mom are too close and she's pushing away a bit. As she tries to become an adult, she wants to feel a little bit more detached. But when her best friend, Chloe, tries to get closer to her mom, she finds herself feeling resentful as though Chloe is maybe going take her place. It's a paradox."

The actress says she studied Louis-Dreyfus carefully and tried to incorporate some of her mannerisms into her own performance. "Julia is really inspiring. She's such a professional. I tried to work in her rhythm, because, as they say, like mother, like daughter."

Eve Hewson, who recently appeared in BLOOD TIES with Mila Kunis, Marion Cotillard and Clive Owen, is rock 'n' roll royalty, the daughter of U2's frontman Bono, but on set, she was just another hardworking actress. "She did a wonderful job on the film," says Bregman. The chance to work on an actor-driven project was enormously appealing for Hewson. "There's a lot of witty dialogue," she notes. "It's more about relationships and little moments. Nicole has a great sense of humor and it all comes from there."

"And Julia was of course, amazing," she continues. "I haven't done much comedy or worked with many comedic actors and I was able to learn a lot from her, especially in terms of improv, which she is especially great at."

Her character, Tess, is a bit spoiled, says the actress. "But she really loves her dad. She's more like her mom, so they don't get along that well, but she wants to protect her dad. She's got a big heart underneath her Chanel purse and her expensive outfits."

Hewson says the character reminds her of many young women she knows. "There's something a little bit show-offish about her, but underneath it all, she really cares. Nicole allowed Tess to show both her bitchy side and her softer side. It's not just a one-dimensional character."

Initially she was nervous playing Gandolfini's daughter, knowing him primarily from his work on "The Sopranos." "But James was so sweet," she says. "We had a cast dinner and he talked to all of the kids. He was very open and very friendly. Working with these experienced actors can be really daunting, but they were so much fun and very welcoming. I learned a lot on this movie."

Holofcener says that she was blessed to get this cast. "Hearing these actors say lines was thrilling, incredibly gratifying and sometimes scary," she adds. "They knew how personal this was for me and it was clearly not just another job for them either. We were all there to make something human and moving and funny and real."

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