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Production Notes
When it came to setting her story of fame, love and heartbreak, writer-director Shana Feste chose the world of country music, because, she says, "I love creating drama and there's so much drama in country music, especially within relationships. It's very high stakes, there's nothing small or subtle about it, so I think that out of any genre of music, country is the best one in which to set a love story. I was always really fascinated by country stars. I love that you get these very masculine men singing about getting left alone and having their hearts broken--they become very vulnerable in their lyrics and write about things that most men don't really talk about.” She also wanted to tell a tale of how "a romantic relationship can be hard to survive in the public eye--the success and the fame achieved by someone like Kelly Canter makes it almost impossible for any relationship to survive.”

Feste always conceived that she would direct her own screenplay. "When I write I'm usually just by myself creating this new world for me to live in,” she says. "You know when you're reading a good book and you don't want it to end because all of these characters have become your friends? Here I feel like I've created characters that I need to personally take care of, that they won't be safe in hands other than mine. I kind of brought them into this world and I want to make sure they come to life in the right way. I also thought that this would probably be the most fun I would ever have directing, so there's no way I would ever give it away.”

Even with only the one previous credit (the well-received but then-still unreleased The Greatest), Feste's script was a hot commodity in Hollywood in early 2009. Producer Jenno Topping recalls how the project was entrusted to her and her producing partner Tobey Maguire. "Soon after Tobey and I had decided to partner, he gave me a stack of things to read but he didn't tell me anything about any of them,” recalls Topping. "I got on a plane in LA and by the time I landed in New York I had read all seven scripts. Six of them were horrible but this one made me sob. What drew me to the script was how complicated and gray the four primary characters were, that they each had compelling, sympathetic qualities and unflattering if not irredeemable characteristics. I knew that it was not an obviously commercial film because it was not ‘high concept,' but I also knew that the parts were so well written that we could get a cast, so I called Tobey from the airport and said, ‘Let's do it!'

Once the ball was rolling, a task of key importance was casting the film with the right actors. "There's a fragile line between melodrama and drama,” notes Feste, "and the only thing that helps you steer clear of melodrama is working with good actors. If you have a dramatic scene read by actors without a lot of experience or who are miscast, it turns melodramatic very quickly. And I had real country stars in mind when I wrote this script, not particular actors.”

That meant Feste, Maguire and Topping needed to find actors who were both accomplished performers and dedicated learners.

The filmmakers' first choice to play the pivotal role of Kelly Canter – a self-destructive woman of uncommon talent -- was Oscar® winner Gwyneth Paltrow. "I've known Gwyneth for a very long time,” says Topping, "and she was an obvious choice from the standpoint of her acting ability, her credibility, her stature in the film world--and the fact that she has a beautiful singing voice. What wasn't perfect was that she is a little younger than the character, who was meant to be at that precipice of forty-five or so when the ‘up' part of her career might be over. But Shana, Tobey and I were so excited by the idea that it seemed ridiculous not to go to her. Gwyneth doesn't work that much, she says no to everything and it is very difficult to get her to read a script and look at a directing sample, but it was just kismet. She read it, loved it, and asked to see Shana's movie; she and her husband watched The Greatest and sobbed, and she called me the next day. So she was the one and only person we went to!”

Paltrow describes the process of being won over by the role. "Jenno, who has been an old, old friend of mine, sent it to me and in true form I didn't get to it,” says Paltrow. "I'm a terrible script reader and I've not worked very much in the past few years in order to be home with my kids. Jenno emailed me and said ‘I'm going to kill you if you don't read this because it's really brilliant and it's a great part for you.' So I read it and she was right. I couldn't get it out of my mind. It was very haunting and the characters were so complicated in such a good way, like everybody has a good side and a really not-so-good side. It just stayed with me. I figure if I'm going to be spending time away from my family I better be doing something that means something to me.”

Feste, who proved her mettle directing heavyweights in her first film, reveals how it had always been a dream of hers to work with Gwyneth. "You write a script in your bedroom, flat broke, and you don't know if anybody will ever read it and suddenly, cut to a year later, you're walking across the room to give Gwyneth Paltrow direction!” she explains. "I'm so lucky to be working with her. She has a beautiful voice and I knew that out of all the actresses out there today she's one who would really transform, who would do her homework. She learned to play the guitar, she was in vocal lessons, she worked at this part.”

In taking on the part of a woman whose struggle against her demons can cause considerable collateral damage, Paltrow realized that Kelly Canter was one of her most demanding roles. During filming, the Oscar®-winning actress confided, "I've not done a part that's this challenging since before I had children because I just didn't see how to live in both worlds and, to be totally honest, I'm struggling. It's very hard for me to be doing this kind of part and then be coloring on the floor and making bottles. It's really weird. It's like the person who I'm playing is so far from who I am in my real life and it's hard to bridge the gap.”

As Beau, the sweet-souled new rock in Kelly's life, Garrett Hedlund found that "being with Gwyneth in this film is very much parallel to how Beau's character is with Kelly. I've always had such a great respect for her as an actress, so when we're going through these scenes where she means a great deal to Beau (who represents this kind of young potential to her), I think the situation is similar to how it is in real life. And she has such a wonderful voice. She just plays Kelly so beautifully and heartbreakingly that I don't think they could have gotten anybody better.”

"Gwyneth's fantastic,” agrees McGraw. "I had met her briefly years ago, but didn't really know her -- so didn't know what to expect with the singing. And she's just totally blown me away. Of course she's very professional, a super nice lady, very gracious and a great actress, but her singing is just really incredible. It's very soulful, very believeable; I could listen to a whole album of her. I think that she could compete with anybody who's out there -- there's nothing that you don't believe about it. Usually when actors are singing a song in a movie, the way they interpret the song with their body is a dead giveaway that they don't know what they're doing. The way Gwyneth handles herself on stage when she sings, it all comes across with her.”

Kelly is a powerful and wildly successful artist, but off-stage the fragile emotionality of the character is what's most apparent, and Paltrow w

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