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ENOUGH SAID was shot almost entirely on Los Angeles' eclectic and breezy Westside, which is, appropriately enough, Nicole Holofcener's home turf. The film captures that unique cultural microcosm with authentic locations and production design that draws on the area's sophisticated and artistic character. From newly hip, bustling Culver City and family-oriented Mar Vista to the seaside enclaves of Venice and Santa Monica, the Westside belies the city's reputation as a city without neighborhoods.

"Nicole wanted the offices on the Westside," says executive producer Chrisann Verges. "We got very lucky with our locations, because those parts of town tend to be more expensive, but the people embraced us. We were able to shoot the film exactly where it is set. The fancy dress store is in Brentwood. There's a walk-and-talk overlooking the Palisades, and we used a number of residences that are typical of the area. It becomes a big character in the film and we never would have gotten that kind of reality if we were doubling the East Side or the Valley."

Shooting in L.A. also meant the filmmakers had access to some of the best technical talent in the industry. "One of the many benefits of shooting in Los Angeles is that we can assemble first-rate crews on a budget, because people are eager to sleep in their own beds and see their kids every day," says Verges.

Production designer Keith Cunningham, who worked with location manager Boyd Wilson to find the perfect settings for the story, pulled out all the stops to deliver a look and feel that is pure Los Angeles.

"I fell in love with the script the minute I read it," says Cunningham. "The nuanced characters and situations made me feel like I knew exactly what it looked like before I even sat down with Nicole. Her script provided so many jumping off points for us to build the settings she wanted."

Much of the action takes place at home with Eva, Albert, Marianne, and Sarah and Will. Each residence was carefully chosen to reflect the essence of its owners. "We started with Marianne's house, because we thought it would be the biggest challenge," says Cunningham. "She's very together and sort of ethereal in the way she dresses and lives. We actually found the house pretty quickly. It's very picturesque, on a corner lot with a beautifully landscaped and manicured garden. It's a little Shangri La here in the heart of Los Angeles."

For Eva's house, on the other hand, the designer went looking for something that emphasized function over form. "We kept using the word unremarkable," says the designer. "She lives in a normal, everyday house. She's a working mother, so we thought it would have a lived- in air, versus design or decor. It's not so much cluttered, as it is not pulled together. That's a huge contrast to Marianne's house, which we wanted to look like it was ready for a photo shoot."

Albert's residence is even more "unremarkable," according to Cunningham. "He's recently become a bachelor again. We were looking for a very simple house. It's deliberately under-decorated, leaning towards a man-cave. The colors are darker because it was scripted that he lives with his blinds closed."

Cunningham points to a small detail from the script that shaped his concept of the home. Albert doesn't have nightstands in his bedroom. "That's the beauty of Nicole's writing," says Cunningham. "I think we all know people who just never got around to things like that. He's fine with a stack of books next to the bed. That small but poignant detail informs the rest of the house."

For Sarah and Will, who have two kids and a pair of busy careers, he found a mid- century-style house and filled it with finds from Pottery Barn and West Elm. "That house is sleeker and more modern," he says. "She's always overbooked, so we decided she shops through catalogs."

Another important location is Albert's workplace. It was originally written as the Museum of TV and Radio, but Holofcener decided that that the sleek, white showplace in Beverly Hills felt a little too upscale for the character. "We wanted something a little humbler," says Cunningham. "I'm a graduate of the American Film Institute, so I approached them about using the library. They opened their doors to us. It was the first time anyone has been allowed to shoot in their library."

Cunningham also worked closely with costume designer Leah Katznelson to develop individual styles of dress that coordinate with the characters' private spaces.

"I'm interested in telling my story honestly, so I try to keep the honesty in everything from makeup and hair to wardrobe," the director says. "If I see a movie with some woman who's wearing something I know that character can't afford, I'm completely taken out. I keep thinking, 'I know that jacket. I wanted that jacket. How can she afford that jacket?'"

With that idea in mind, Katznelson viewed her job as helping tell the story through the clothes. "I had to think about what these people's closets would look like," she says. "I needed to know where they would shop and stay true to that, whether it's Barney's or K-Mart. Nicole really feels strongly that she doesn't want the clothes to speak before the characters do. She wants us just to believe that that person exists."

Being in Southern California helped define the style for Katznelson. "Los Angeles is much more colorful and casual than other places," she notes. "People wear flip flops and sandals year round. Jeans and t-shirts are acceptable clothing at lunch. I tried to infuse that California lifestyle into the clothes."

For Eva, a massage therapist who treats her clients in their homes, which meant practicality and comfort had to come first. "She is often in yoga pants and sensible shoes, because she's carrying a heavy table," says the costume designer. "We personalized her look by layering jewelry. She collects pieces from meditation retreats and her travels. She repeats those a lot and it became a very important part of her character."

On the other hand, Marianne, who represents an elevated version of Eva, is draped in diaphanous fabrics and dazzling colors. "She's looks like what you imagine a poet would," says Katznelson. "Other women see her and think 'how come she looks so great in that,' it's just a pajama top. But on her it looks amazing. We used lots of silks and chiffon for her."

Tavi Gevinson may be a fashion icon in her real life, but her film character is an average teen and her wardrobe had to reflect that. "She is so well known in the fashion world as being quirky and experimental with her clothing," says Katznelson. "But we wanted to make sure that when people watch the film, they don't see Tavi. They need to see Chloe, who is an artsy, intelligent kid with a creative side. We pulled back from some of the bolder fashion choices that she makes to make it more accessible to real teenagers."

Determined to ensure the correct look for the characters' clothes and surroundings, Holofcener went as far as to literally take the shirt off her back for Louis-Dreyfus to wear in one scene. She also lent some of her personal paintings and accessories for use on set. "We used quite a few of her items," says Cunningham. "In Eva's home, there are a couple of paintings that were done by Nicole's father, as well as a bright beautiful landscape in Marianne's that we used along with some throws and pillows that were very colorful."

With her fifth feature film under her belt, Holofcener says she still feels fortunate to be on set, coaxing her characters to life. "I love directing my own material," she says. "If a scene is no good, it's my fault. And if it's really good, it's mine, too. If something turns out to be weak, I change it. We rewrite all the time in the middle of scene."

Overall, Holofcener says she just feels lucky she gets to make movies. "I feel like I'm really utilizing all the good parts of me," she concludes. "It's all-encompassing, but I'm having fun. I just hope other people are having as much fun as me -- although they're probably not, because some of them are carrying heavy things."


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