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THE OTHER WOMAN

The Other Woman
From the moment the characters began to take shape in Stack's screenplay, Yorn had one actress in mind for the character of Carly. "The dream was always to cast Cameron Diaz," Yorn explains. "It became about the right combination of women that felt believable and identifiable."

Diaz was immediately attracted to the story and its fresh look at how women relate to one another in the face of unusual circumstances: "I thought it was such an interesting concept. When Carly realizes that Mark is married, she doesn't want to have anything to do with him or the wife. But here's this other woman, Kate, who is asking for her help, and there's no way she cannot help her."

"I just thought that is a beautiful thing," Diaz continues. "It's about friendship and about women. What I also loved about the script is that it wasn't man-bashing and it wasn't about revenge. It's about a journey that these women take with one another to learn about themselves. The three women's lives are so different that their paths would have never crossed under normal circumstances. And because they have this thing in common, they come together and become a team. What they do to Mark is more to reveal who he is rather than to be vengeful on him. I thought all of those things were unique and a lot of fun to bring to life."

Leslie Mann, who portrays suburban uber-homemaker Kate, has, says Yorn, "this archetypal suburban wife thing with just a little pathos under the surface that could come undone. We always thought there was an unexpected quality to this tightly wound character, and Leslie really made that come alive."

Mann describes Kate as "living in a bubble. She's learned one way of doing things, and it's all about serving her husband and making him happy. I think she's lost herself in that process. So when Kate finds out he's cheating, her whole world falls apart until she finds these women who help her grow and rebuild herself."

Stack notes the important differences between Mann's Kate and Diaz' Carly: "Kate is Carly's opposite; she's an outer softy and an inner hard ass. It's that journey where both Kate and Carly are getting in touch with the inner part of themselves that has maybe been a little bit swept to the side."

It can never be predicted if two actors will have good chemistry on or off screen, but the Diaz-Mann dynamic worked from the start. The two actresses found a groove and were able to improvise and make each other laugh from the first day of filming.

Mann explains their synergy by comparing it to music: "There are certain people who have an ear for comedy. It's like a song and a rhythm, so when you're doing comedy, if the other person isn't hearing the same thing as you are, it just lays there and dies. Cameron hears the same thing as I do. We can pick up where the other one lets off and it's like a good give-and-take. And Kate Upton has that, too. She knows how to play things and she's super-smart."

In the role of charismatic liar Mark King, "Game of Thrones" star Nikolaj Coster-Waldau, surprised everyone with his comedic chops. Yorn notes: "We just got incredibly lucky with Nikolaj. We knew he certainly had the dash and good looks to be the leading man, but he came in and did this one scene where he comes undone and it was unbelievable."

Stack notes that, "Nikolaj was able to be vicious and charming in the span of ten seconds and that's talent and also a lot of hard work, preparation and thought. He has some really tricky bits of business where he has to be the captivating snake, which is not an easy thing."

The Danish actor sparked to playing the seductive bad guy for whom karmic repercussions are, well, a bitch. But the actor doesn't see Mark as a cartoon cad. "I think Mark loves his wife," says Coster-Waldau. "He and Kate have been together a long time, and I think in his mind he treats her really well. I don't think it's unusual to meet a guy who believes that because he takes home a lot of money, it gives him the right to have a bit of fun on the side. It's just pure instinct. What can Mark do? He can't stop himself. He believes himself to be a good guy."

He continues, "Mark likes to fall in love, and I think the problem with a guy like that is he falls in love with himself falling in love."

For the role of Amber, the third woman deceived by Mark, Yorn considered a number of actresses, but in securing Kate Upton, the producer ended up where she started. Yorn explains: "Initially, we used Kate as the loose prototype of the character, never thinking we were actually going to get her. But she came in and she was just so disarming. The key to that role was that you have to hate her when you first see her, at least a little bit, and then love her when you get to know her. She fits the bill so well for both of those situations."

Stack marveled at the similarities between the character Amber and Kate Upton the person. "Kate is such a bombshell but she's very sweet," says the screenwriter. "Kate has this lightness and a kind way about her that is perfect for Amber. That was always who we all hoped Amber would be."

Upton enjoyed her first major acting role under the tutelage of Diaz and Mann. "I am so lucky to have one of my first movies to be with Leslie and Cameron," she says. "They're so inspiring."

Another unexpected casting coup was Nicki Minaj, who portrays Carly's secretary, Lydia. Minaj added something to the part that Yorn hadn't counted on: "We all have a sense of Nicki's persona and larger than life personality, but she came in with the most humble approach and attitude. She was dying to sit at the feet of these other women and learn."

"We always wanted for the character of Lydia to be sassy," she continues. "But what was disarming about Nicki was her likability, which actually changed the scripted character. Lydia became a really important ally to Carly. That's the chemistry part of it that you don't expect. Cameron and Nicki bonded from day one and so you just get a whole different dynamic than anticipated."

Minaj was a welcome surprise for Cassavetes, as well: "Lydia says things to Carly that are couched as truths, and that are really preposterous, but they have this unexpected truth that suggests sometimes the correct thing is to do the incorrect thing."

According to Minaj, Lydia is very opinionated. "She has her own outlook on life and relationships, and you can't change her mind about anything. She develops a real friendship with Carly. And Lydia really wants Carly to settle down and meet the right man. So she gets involved a little bit in bringing Mark down and getting Carly to fall in love with someone who's a good person."

Lydia is an important person in Carly's life, because, says Minaj, "Lydia's the friend that is going to give you tough love. I happen to be that kind of friend. I don't like when my best friends are sad about a guy. I think all women need a friend who's going to let us cry and mope, but we also need the friend that's going to say, 'Okay, pick it back up. Let's go. You know, we're not going to be walking around the office moping.'"

A decidedly non-mopey character is Carly's dad, Frank. Filming was already underway when the filmmakers finally found their other dashing rogue. In fact, by the time Don Johnson was cast, it was hard to imagine anyone else who could bring more fun and a sly wink to the role of the non-traditional father.

Taylor Kinney ("Zero Dark Thirty") rounds out the starring cast, as Kate's brother, Phil. Phil, in addition to having a really nice beach house, is the opposite of Mark; he's an honest and good guy. Phil at first is disturbed when the ladies seem to be obsessed with stalking Mark, but he and Carly soon develop a growing attraction.

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